Common use of Tax Reporting Documentation Clause in Contracts

Tax Reporting Documentation. The Escrow Parties agree that any earnings or proceeds received on, or distributions of, earnings or proceeds from the Escrow Account during a calendar year period shall be treated as the income of the Escrow Account and shall be reported on an annual basis by the Escrow Agent on the appropriate United States Internal Revenue Service (“IRS”) Form 1099 (or Form 1042-S as applicable for a non-United States person), as required pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. The Escrow Parties and the Escrow Agent agree that the Escrow Agent will not be responsible for providing tax reporting and withholding for payments which are for compensation for services performed by an employee or independent contractor. The Escrow Parties shall upon execution of this Agreement provide to the Escrow Agent a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, or other tax identification number evidence if any of the Escrow Parties is a government entity, together with any other documentation and information reasonably requested by the Escrow Agent in connection with the Escrow Agent’s tax reporting obligations under the Code and the regulations thereunder including, without limitation, a completed and properly executed Form W-9 or Form W-8, as the case may be, for any and all Persons to whom any Securities, or funds or proceeds from the Escrow Account, are paid or distributed to in connection Escrow Agent’s responsibilities under this Agreement (collectively, the “Tax Reporting Documentation”). With respect to the Escrow Agent’s tax reporting obligations under the Code and any other applicable law or regulation, the Escrow Parties understand, acknowledge, and agree that, in the event that valid Tax Reporting Documentation is not provided to the Escrow Agent, the Escrow Agent may be required to withhold tax from the Escrow Account and report account information on any earnings, proceeds or distributions from the Escrow Account and the Escrow Parties hereby release the Escrow Agent from any and all liability, costs, expenses, claims or causes of action from or related to any withholding made by Escrow Agent in connection with the foregoing. Income earnings on the Escrow Account shall be attributable to Company Equityholders, pro rata to their respective Distribution Percentages set forth in Exhibit B unless the Escrow Parties otherwise designate in writing to the Escrow Agent. Should the Escrow Agent become liable for the payment of taxes, including withholding taxes relating to any funds, including interest and penalties thereon, held by it pursuant to this Agreement or any payment made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Account. The Escrow agree to indemnify and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Account and the Escrow Property or Securities and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. This indemnification is in addition to the indemnification provided in other sections of this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination or assignment of this Escrow Agreement. The Escrow Parties acknowledge that the Escrow Agent cannot make any payments under this Escrow Agreement unless it receives a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, for each payee and income recipient.

Tax Reporting Documentation. The Escrow Parties agree Company agrees that any earnings or proceeds received on, or distributions of, earnings or proceeds from the Escrow Custody Account during a calendar year period shall be treated as the income of the Escrow Custody Account and shall be reported on an annual basis by the Escrow Agent Custodian on the appropriate United States Internal Revenue Service (“IRS”) Form 1099 (or Form 1042-S as applicable for a non-United States person), as required pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. The Escrow Parties Company and the Escrow Agent Custodian agree that the Escrow Agent Custodian will not be responsible for providing tax reporting and withholding for payments which are for compensation for services performed by an employee or independent contractor. The Escrow Parties Company shall upon execution of this Agreement provide to the Escrow Agent Custodian a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, or other tax identification number evidence if any of the Escrow Parties Company is a government entity, together with any other documentation and information reasonably requested by the Escrow Agent Custodian in connection with the Escrow AgentCustodian’s tax reporting obligations under the Code and the regulations thereunder including, without limitation, a completed and properly executed Form W-9 or Form W-8, as the case may be, for any and all Persons to whom any Securities, or funds or proceeds from the Escrow Custody Account, are paid or distributed to in connection Escrow AgentCustodian’s responsibilities under this Agreement (collectively, the “Tax Reporting Documentation”). With respect to the Escrow AgentCustodian’s tax reporting obligations under the Code and any other applicable law or regulation, the Escrow Parties understandCompany understands, acknowledgeacknowledges, and agree agrees that, in the event that valid Tax Reporting Documentation is not provided to the Escrow AgentCustodian, the Escrow Agent Custodian may be required to withhold tax from the Escrow Custody Account and report account information on any earnings, proceeds or distributions from the Escrow Custody Account and the Escrow Parties Company hereby release releases the Escrow Agent Custodian from any and all liability, costs, expenses, claims or causes of action from or related to any withholding made by Escrow Agent Custodian in connection with the foregoing. Income earnings on the Escrow Custodian Account shall be attributable to Company Equityholders, pro rata to their respective Distribution Percentages set forth in Exhibit B Stellus Private Credit BDC unless the Escrow Parties Company otherwise designate designates in writing to the Escrow AgentCustodian. Should the Escrow Agent Custodian become liable for the payment of taxes, including withholding taxes relating to any funds, including interest and penalties thereon, held by it pursuant to this Agreement or any payment made hereunder, the Escrow Agent Custodian shall satisfy such liability to the extent possible from the Escrow Custody Account. The Escrow agree Company agrees to indemnify and hold the Escrow Agent Custodian harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent Custodian on or with respect to the Escrow Custody Account and the Escrow Property or Securities and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by due to the gross negligence failure to exercise reasonable care, bad faith or willful misconduct of the Escrow AgentCustodian. This indemnification is in addition to the indemnification provided in other sections of this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent Custodian and the termination or assignment of this Escrow Agreement. The Escrow Parties acknowledge Company acknowledges that the Escrow Agent Custodian cannot make any payments under this Escrow Agreement unless it receives a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, for each payee and income recipient.

Tax Reporting Documentation. The Escrow Parties agree that any earnings or proceeds received on, or distributions of, earnings or proceeds from the Escrow Account during a calendar year period shall be treated as the income of the Escrow Account and shall be reported on an annual basis by the Escrow Agent on the appropriate United States Internal Revenue Service (“IRS”) Form 1099 (or Form 1042-S as applicable for a non-non- United States person), as required pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. The Escrow Parties and the Escrow Agent agree that the Escrow Agent will not be responsible for providing tax reporting and withholding for payments which are for compensation for services performed by an employee or independent contractor. The Escrow Parties shall upon execution of this Agreement provide to the Escrow Agent a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, or other tax identification number evidence if any of the Escrow Parties is a government entity, together with any other documentation and information reasonably requested by the Escrow Agent in connection with the Escrow Agent’s tax reporting obligations under the Code and the regulations thereunder including, without limitation, a completed and properly executed Form W-9 or Form W-8, as the case may be, for any and all Persons to whom any Securities, or funds or proceeds from the Escrow Account, are paid or distributed to in connection Escrow Agent’s responsibilities under this Agreement (collectively, the “Tax Reporting Documentation”). With respect to the Escrow Agent’s tax reporting obligations under the Code and any other applicable law or regulation, the Escrow Parties understand, acknowledge, and agree that, in the event that valid Tax Reporting Documentation is not provided to the Escrow Agent, the Escrow Agent may be required to withhold tax from the Escrow Account and report account information on any earnings, proceeds or distributions from the Escrow Account and the Escrow Parties hereby release the Escrow Agent from any and all liability, costs, expenses, claims or causes of action from or related to any withholding made by Escrow Agent in connection with the foregoing. Income earnings on the Escrow Account shall be attributable to Company Equityholders, pro rata to their respective Distribution Percentages set forth in Exhibit B ___________ unless the Escrow Parties otherwise designate in writing to the Escrow Agent. Should the Escrow Agent become liable for the payment of taxes, including withholding taxes relating to any funds, including interest and penalties thereon, held by it pursuant to this Agreement or any payment made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Account. The Escrow agree to indemnify and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Account and the Escrow Property or Securities and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. This indemnification is in addition to the indemnification provided in other sections of this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination or assignment of this Escrow Agreement. The Escrow Parties acknowledge that the Escrow Agent cannot make any payments under this Escrow Agreement unless it receives a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, for each payee and income recipient.Parties