Common use of Taxes & Reporting Clause in Contracts

Taxes & Reporting. 8.5.1 Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow agent only. Each Party receiving Escrowed Property shall pay or reimburse Escrow Agent upon request for any transfer or other taxes incurred in connection with the release and delivery thereof to such Party and shall indemnify and hold Escrow Agent harmless from any transfer or other taxes that Escrow Agent is or may be obligated to pay in connection therewith. The Parties agree that, to the extent applicable, they shall treat for all relevant tax purposes (a) any income earned on the funds in any Escrow Account attributable to the investment of dividends, as taxable to the respective Escrowing Shareholder, to be reported on a Form 1099 B, if applicable, in relation to principal, on a Form 1099 INT, in the case of interest earned, or on a Form 1099 DIV for dividends earned, in the case of money market investments or any other applicable forms required under U.S. law; and (b) any other income as taxable to Owner. 8.5.2 To facilitate Escrow Agent’s (a) disbursement of Escrowed Property from the Escrow Account hereunder; and (b) compliance with the applicable legal requirements relating to the withholding of taxes, each Party (other than McDonald’s and the Collateral Agent), including each Escrowing Shareholder, shall provide Escrow Agent as soon as practicable after the date hereof, with all forms, documents or certificates Escrow Agent requests for purposes of withholding of taxes or complying with applicable tax laws, including an appropriately completed IRS Form W-8BEN or Form W-9, setting forth each Party’s respective tax identification number. In the event a payee is not a Party to this Agreement, the Parties (other than Escrow Agent and the Collateral Agent) shall provide Escrow Agent with a duly completed and properly executed Form W-9 (or Form W-8 BEN, in case of a non-U.S. entity) for such payee prior to payment being made. The Parties acknowledge that, in the event tax identification numbers are not certified to Escrow Agent, the Internal Revenue Code of 1986, as amended, may require withholding of a portion of any interest or other income earned on the investment of the Escrowed Property.