Common use of Withholding Forms Clause in Contracts

Withholding Forms. (i) Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. Buyer will pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith and will indemnify and hold harmless Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. The Escrow Agent shall be entitled to deduct and withhold from any payments of income from the Escrow Accounts such amounts as are required to be deducted and withheld from such payments under the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder. Buyer and GSH each agrees to provide, and GSH agrees to provide on behalf of each Seller listed on Schedule III, the appropriate IRS Forms W-8 or W-9 to Escrow Agent, duly completed and signed by each such person or its Authorized Representative. Buyer and GSH acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow Property hereunder. Each of Buyer and GSH agrees to submit or provide a new IRS Form W-8 or W-9 (as the case may be) should the jurisdiction of the relevant person’s domicile or residence change or any other change in circumstances make the originally provided form inaccurate during the term of this Agreement. (ii) Additionally, if either or both of Buyer or GSH propose to direct or direct Escrow Agent to make a payment to any person other than such party or a Seller listed on Schedule III, including a “foreign financial institution” (as defined in Code section 1471(d)(4)) or a “non-financial foreign entity” (as defined in Code section 1472(d)) then Buyer or GSH shall provide Escrow Agent with a certification in form and substance reasonably satisfactory to Escrow Agent that it has obtained valid documentation sufficient to determine the status of the payee for purposes of Chapter 3 (Code sections 1441-1464) and Chapter 4 (Code sections 1471-1474 (“FATCA”)) of the Code and that any payment to the payee is not subject to Chapter 3 or Chapter 4 (FATCA) withholding. (iii) If Escrow Agent does not receive either an IRS Form W-8 or Form W-9 required by subparagraph (i) of this Section 21(a) or each certification required by subparagraph (ii) of this Section 21(a) from Buyer and/or GSH regarding the payee of any payment made hereunder, then Escrow Agent shall treat the payee as a foreign financial institution.

Withholding Forms. Each Purchaser shall deliver to the Company an IRS Form W-9 or applicable IRS Form W-8, or any successor form, as appropriate, properly completed and duly executed by such Purchaser, and such other documentation required under the Code or reasonably requested by the Company, establishing that such Purchaser is exempt from U.S. federal withholding and backup withholding tax with respect to payments under this Agreement. In addition, any Purchaser that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments under this Agreement shall deliver to the Company such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit any payments under this Agreement to be made without such withholding or at a reduced rate of such withholding. Each Purchaser will notify the Company reasonably in advance of any action or proposed action that would make any such form or documentation inaccurate and will replace the inaccurate form or documentation with an accurate one. The Company shall provide a Purchaser any reasonable assistance it may seek in obtaining an exemption or reduced rate from, or refund of, any withholding tax, if applicable. In addition, the Administrative Agent (or any successor Administrative Agent) shall, on or before the date on which it becomes a party hereto, provide to the Company duly completed and executed copies of (i) Escrow IRS Form W-9 or (ii) if the Administrative Agent does is not have a “United States person” within the meaning of Section 7701(a)(30) of the Code, IRS Form W-8IMY (with respect to amounts received on account of any interest Purchaser) and an appropriate IRS Form W-8 (with respect to amounts received on its own account), with the effect that, in either case, the Escrow Property deposited Company will be entitled to make payments hereunder but is serving as escrow holder only and having only possession thereof. Buyer will pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith and will indemnify and hold harmless Escrow Administrative Agent from (or any amounts that it is obligated to pay in the way successor Administrative Agent) without withholding or deduction on account of such United States federal taxes. The Escrow Administrative Agent and each Purchaser agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall be entitled update such form or certification or promptly notify the Company (and, with respect to deduct and withhold from any payments of income from the Escrow Accounts such amounts as are required to be deducted and withheld from such payments under the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder. Buyer and GSH each agrees to provide, and GSH agrees to provide on behalf of each Seller listed on Schedule IIIPurchaser, the appropriate IRS Forms W-8 or W-9 Administrative Agent) in writing of its legal inability to Escrow Agent, duly completed and signed by each such person or its Authorized Representative. Buyer and GSH acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow Property hereunder. Each of Buyer and GSH agrees to submit or provide a new IRS Form W-8 or W-9 (as the case may be) should the jurisdiction of the relevant person’s domicile or residence change or any other change in circumstances make the originally provided form inaccurate during the term of this Agreementdo so. (ii) Additionally, if either or both of Buyer or GSH propose to direct or direct Escrow Agent to make a payment to any person other than such party or a Seller listed on Schedule III, including a “foreign financial institution” (as defined in Code section 1471(d)(4)) or a “non-financial foreign entity” (as defined in Code section 1472(d)) then Buyer or GSH shall provide Escrow Agent with a certification in form and substance reasonably satisfactory to Escrow Agent that it has obtained valid documentation sufficient to determine the status of the payee for purposes of Chapter 3 (Code sections 1441-1464) and Chapter 4 (Code sections 1471-1474 (“FATCA”)) of the Code and that any payment to the payee is not subject to Chapter 3 or Chapter 4 (FATCA) withholding. (iii) If Escrow Agent does not receive either an IRS Form W-8 or Form W-9 required by subparagraph (i) of this Section 21(a) or each certification required by subparagraph (ii) of this Section 21(a) from Buyer and/or GSH regarding the payee of any payment made hereunder, then Escrow Agent shall treat the payee as a foreign financial institution.