Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Seller, whether or not such income was disbursed during such calendar year.
Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.
Income Tax Allocation and Reporting. (a) The Issuer agrees that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Issuer, whether or not such income was disbursed during such calendar year.
Income Tax Allocation and Reporting. (a) The Company agrees that, for tax reporting purposes, all interest and other income from investment of the Escrowed Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Company, whether or not such income was disbursed during such calendar year.
Income Tax Allocation and Reporting. The parties agree that, any interest, dividends or other amounts earned on, or distributed with respect to, the Escrow Fund shall be treated by NewCo and Parent as currently reportable income, for all tax purposes, of NewCo and, notwithstanding anything in this Escrow Agreement to the contrary, promptly upon the written request of NewCo, the Escrow Agent shall distribute to NewCo any amounts necessary to fund the payment of any taxes payable by NewCo, at an assumed 40% tax rate, on any such interest, dividends or other amounts earned on, or distributed with respect to, the Escrow Fund. The Escrow Agent annually shall file information returns with the IRS and shall deliver appropriate payee statements to NewCo. NewCo shall provide the Escrow Agent with all forms and information necessary to complete such information returns and payee statements for NewCo.
Income Tax Allocation and Reporting. Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed aga...
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by <Name Redacted> whether or not such income was disbursed during such calendar year. The parties agree and acknowledge that the Escrow Agent shall not be considered the “Payer”, “Withholding Agent”, “Middleman” or “Broker” as defined in Chapters 3, 4, 24 and 61 of the Internal Revenue Code (“IRC”), Title 26, United States Code, with respect to the disbursement of funds from the Escrow Account to either the Company or <Name Redacted>. <Name Redacted>, if applicable, will produce any required 1099 reporting that is required under IRC Section 6045 for the disbursement of the funds.
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, the Escrow Property and all interest and other income from investment of the Escrow Property shall be allocable to and treated as property of Parent unless and until it has been disbursed according to the terms of this Escrow Agreement. All interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Parent, whether or not such income was disbursed during such calendar year.
Income Tax Allocation and Reporting. (a) Except as stated herein, the Escrow Agent does not have any interest in the Escrow Amount but is serving as escrow holder only and having only possession thereof. Any payments of income and principal from the Escrow Amount shall be subject to withholding and information reporting regulations then in force with respect to federal, state or local taxes. For federal and state income tax purposes, the Company shall be treated as the owner of the Escrow Amount and thus shall take into account in filing its income tax returns all items of income, gain, loss and deduction with respect to the Escrow Amount. If and to the extent any amount of the Escrow Amount is actually distributed to Company, interest may be imputed on such amount, as required by Section 483 or 1274 of the Internal Revenue Code of 1986, as amended (the “Code”).
Income Tax Allocation and Reporting. (a) The Parties agree that, for tax reporting purposes, Holdings LP shall be treated as owning the Escrow Property.
