Form W-9/W Sample Clauses

Form W-9/W. 8. You must timely provide each of Parent, the Paying Agent and the Escrow Agent a properly completed, signed, and dated Internal Revenue Service (“IRS”) Form W-9 (the form and instructions are available from the IRS website (xxxx://xxx.xxx.xxx/pub/irs-pdf/fw9.pdf) and are attached hereto as Annex B) or the applicable Form W-8 (in the case of non-U.S. persons) (for example, Form W-8 BEN and instructions are available from the IRS website (xxx.xxx.xxx/xxx/xxx-xxx/xx0xxx.xxx) setting forth your correct Taxpayer Identification Number (“TIN”). Failure to timely provide a properly completed, signed, and dated IRS Form W-9 may subject you to federal income tax backup withholding (currently at a rate of 28%) on any payments made pursuant to the Merger Agreement (including the Escrow Amount) and may subject you to penalties imposed by the IRS. Non-U.S. persons may be subject to U.S. withholding at a 30% rate (or backup withholding at a 28% rate). Any amount withheld is non-refundable by Parent, Merger Sub, the Company, the Surviving Corporation, the Representative, the Paying Agent and/or the Escrow Agent.
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Related to Form W-9/W

  • Form W-9 Such Selling Stockholder shall deliver to the Custodian or the Representatives, as appropriate, prior to the First Closing Date, a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

  • Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

  • IRS IRS shall mean the Internal Revenue Service.

  • Substitute Form W–9 Section 6109 of the Internal Revenue Code requires Issuer to provide the correct Taxpayer Identification Number (TIN). Under penalties of Perjury, Issuer certifies that: (1) the tax identification number provided to Escrow Agent is the correct taxpayer identification number and (2) Issuer is not subject to backup withholding because: (a) Issuer is exempt from backup withholding, or, (b) Issuer has not been notified by the Internal Revenue Service that it is subject to backup withholding. Issuer agrees to immediately inform Escrow Agent in writing if it has been, or at any time in the future is, notified by the IRS that Issuer is subject to backup withholding.

  • FIRPTA Certification The Company shall have delivered to Parent a statement issued and executed by the Company pursuant to and in compliance with Sections 1.897-2(h) and 1.1445-2(c) of the Treasury Regulations certifying that the Company Shares are not a “United States real property interests” within the meaning of the Code.

  • Non-Foreign Affidavit The Transferor Partners shall execute and deliver to the BRI Partnership and the BRI Partnership's counsel, at Closing such evidence as may be reasonably required by the BRI Partnership to show compliance by the Transferor Partners with the Foreign Investment and Real Property Tax Act, Internal Revenue Code Section 1445(b)(2), as amended.

  • FIRPTA Affidavit A non-foreign affidavit, properly executed and in recordable form, containing such information as is required by IRC Section 1445(b)(2) and its regulations.

  • FIRPTA Certificate An affidavit from Contributor certifying pursuant to Section 1445 of the Internal Revenue Code that Contributor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder), in form and substance satisfactory to Acquirer.

  • Tax Certifications If any interest in any Loan Document is transferred to any Transferee which is not incorporated under the laws of the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • IRS Forms If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

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