Common use of Certification and Tax Reporting Clause in Contracts

Certification and Tax Reporting. The Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. All interest or other income earned under this Agreement shall be paid to the Stockholders and shall be allocated to the Stockholders in accordance with their Pro Rata Share and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Amount by the Stockholders whether or not said income has been distributed during such year. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of an United States Real Property Interest as defined under IRC Section 897(c) in the underlying transaction giving rise to this Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. The Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. All interest or other income earned under this Escrow Agreement shall be paid to the Stockholders and shall be allocated to the Stockholders in accordance with their Pro Rata Share Sellers and reported, as and to the extent required by law, in accordance with the pro rata percentages in Exhibit C attached hereto, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Amount Account by the Stockholders Sellers whether or not said income has been distributed during such year. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of an United States Real Property Interest as defined under IRC Section 897(c) in the underlying transaction giving rise to this Escrow Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.

Certification and Tax Reporting. (a) The Parties Parties, if applicable, have provided the Escrow Agent with their respective fully executed applicable Internal Revenue Service (“IRS”) withholding certificate (e.g., an applicable Form W-8, W-8 or W-9 Form W-9) and/or other documentation required documentationby applicable Law. All interest or other income earned under this Agreement shall be paid to the Stockholders and shall be allocated to the Stockholders in accordance with their Pro Rata Share Seller and reported, as and to the extent required by lawapplicable Law, by the Escrow Agent to the IRS, or any other taxing authorityTax Authority, on IRS Form 1099 or 1042S Form 1042-S (or other appropriate form) as income earned from the Escrow Amount Asset by the Stockholders Seller whether or not said income has been distributed during such year. The Escrow Agent shall withhold any taxes Taxes it deems appropriate in the absence of proper tax Tax documentation or as required by lawapplicable Law, and shall remit such taxes Taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (ia) there is no sale or transfer of an any United States Real Property Interest as defined under IRC Section 897(c) in the underlying transaction giving rise to this Agreement; Agreement and (iib) such underlying transaction does not constitute an installment sale requiring any tax Tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authorityTax Authority.

Certification and Tax Reporting. The Parties Parties, if applicable, have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. All interest or other income earned under this Agreement shall be paid to the Stockholders and shall be allocated to the Stockholders in accordance with their Pro Rata Share Stockholder Representatives (for the benefit of the Shareholders) and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Amount Asset by the Stockholders Stockholder Representatives (for the benefit of the Shareholders) whether or not said income has been distributed during such year. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. The Parties hereby represent and warrant to the Escrow Agent that (i) there is no sale or transfer of an United States Real Property Interest as defined under IRC Section 897(c) in the underlying Merger transaction giving rise to this Agreement; and (ii) such underlying transaction does not constitute an installment sale requiring any tax reporting or withholding of imputed interest or original issue discount to the IRS or other taxing authority.