Certain Tax Forms Clause Samples

Certain Tax Forms. Each of the Sellers shall deliver to Buyer on or prior to the Closing Date an accurate, executed and complete IRS Form W-8BEN-E.

Certain Tax Forms. 15 Section 8. Conditions to Obligation of Seller to Close..................................... 15 8.1

Certain Tax Forms. No later than five (5) Business Days prior to the Closing, the Shareholder Representative shall deliver or cause to be delivered to Parent an IRS Form W-8IMY with withholding certificates attached thereto in respect of each beneficial holder of an interest in the Shareholder (“Withholding Tax Forms”).

Certain Tax Forms. On or within ten (10) Business Days following the date hereof, Servicer shall deliver (or cause to be delivered) to the Administrative Agent an Internal Revenue Service Form W-9 (or its equivalent) executed by the New Originator confirming its Taxpayer Identification Number.

Certain Tax Forms. Upon request of Borrower, Lender shall provide to Borrower a duly completed and executed Form W-9, Form W-8BEN, Form W-8BEN-E or Form W-8ECI, as applicable. [Signatures appear on following pages.] BORROWER: SEARS DEVELOPMENT CO., a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President BORROWER: SEARS, ▇▇▇▇▇▇▇ & CO., a New York corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer BORROWER: KMART CORPORATION, a Michigan corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer LENDER: JPP, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LENDER: JPP II, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ A. S#1638, Brea, CA - Letter Agreement dated May 28, 1992 between Corporate Property Investors and SRC re: CAM costs and Parking Deck. - Mutual Release and Settlement Agreement dated December 12, 2011 between SRC and The Retail Property Trust. - Any and all recorded REA documents only (if any) listed on Schedule B of the title policy issued by First American Title Insurance Co. for this transaction. B. ▇#▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ - Separate Agreement dated December 29, 1995 between Topanga Plaza Partnership and SRC. - Amendment to Separate Agreement dated July 1, 1999 between Topanga Plaza LLC and SRC. - Letter Agreement dated November 18, 2002 between Westfield Corporation and SRC. - Notice dated May 18, 2006 from Westfield Topanga Owner LP to SRC. - Second Amendment to Separate Agreement dated May 18, 2006 between Westfield Topanga Owner, LLC and SRC. - Any and all recorded REA documents only (if any) listed on Schedule B of the title policy issued by First American Title Insurance Co. for this transaction.

Certain Tax Forms. At the Closing, Seller shall have delivered to Buyer an affidavit (in a form reasonably satisfactory to Buyer) stating, under penalty of perjury, its United States taxpayer identification number and that it is not a foreign person pursuant to Section 1445(b)(2) of the Code, which affidavit complies with the relevant portions of the regulations promulgated with respect to Section 1445 of the Code.

Certain Tax Forms. Each of the Agent and Seller shall have received, on or before the date hereof, from each of the New Financial Institutions and the New Companies two duly completed copies of United States Internal Revenue Service Forms W-8BEN or W-8ECI, certifying in either case that each of the New Financial Institutions and the New Companies, as applicable, is entitled to receive payments under the Purchase Agreement, as amended hereby, or under any other applicable Transaction Document without deduction or withholding of any United States federal income taxes.

Certain Tax Forms. At the Closing, Seller shall have delivered to Purchaser an affidavit stating, under penalty of perjury, that it is not a foreign person pursuant to Section 1445(b)(2) of the Code.