Tax Reporting Information and Certification of Tax Identification Numbers Sample Clauses

Tax Reporting Information and Certification of Tax Identification Numbers. (a) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Skipping Stone Stockholders in accordance with their percentage interests in the Escrow Fund set forth on EXHIBIT A. (b) Parent and the Skipping Stone Stockholders agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "TAX REPORTING DOCUMENTATION") to the Escrow Agent within thirty (30) days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished to the Escrow Agent, the Escrow Agent shall be required by the Code to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Service. (c) Parent and the Skipping Stone Stockholders acknowledge and agree that the Escrow Shares were not received by the Skipping Stone Stockholders on account of or in connection with the performance of services by any person (for purposes of Section 83 of the Code and any other tax purposes), or otherwise in any compensatory capacity, and neither Parent nor any of the Skipping Stone Stockholders will take or cause to be taken any position on any tax return or other tax reporting position that is inconsistent with this acknowledgement and agreement (other than possibly protective elections under Section 83(b) of the Code, any comparable state elections or filings directly related thereto).

Tax Reporting Information and Certification of Tax Identification Numbers. Stockholders’ Agent shall provide the Escrow Agent with certified tax identification numbers of the Stockholders by furnishing appropriate original Forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent within thirty (30) calendar days of the date of receipt of the Escrow Fund by the Escrow Agent. The parties hereto understand that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue Code, as it may be amended from time to time, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Escrow Agreement. To the extent that the Escrow Agent is not in receipt of Tax Reporting Documentation, tax withholding will apply to funds due to the Stockholders as well as funds due to Parent. The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund 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 Stockholders, whether or not such income was disbursed during such calendar year. The escrow account shall not be opened unless Parent and Stockholders’ Agent provide to the Escrow Agent properly completed and signed applicable tax certification. In the case of a Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, an Internal Revenue Service Form W-9 (or applicable successor form) should be provided.

Tax Reporting Information and Certification of Tax Identification Numbers. (a) The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to Buyer. (b) Buyer and Sellers agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent. The parties hereto understand that, if such Tax Reporting Documentation is not so furnished to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue Code to withhold a portion of any interest or other income earned on the investment of monies held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Service.

Tax Reporting Information and Certification of Tax Identification Numbers. The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Escrow Contributors in accordance with their percentage interests in the Escrow Fund set forth on Exhibit A-5.

Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for tax reporting purposes, all interest, dividends or other income, if any, attributable to the Escrow Shares or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Pooling Shareholders in accordance with their percentage interests in the Escrow Fund set forth in Exhibit A. (ii) Each of the Pooling Shareholders agree to provide the Escrow Agent with certified tax identification numbers for each of them by furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons) and any other forms and documents that the Escrow Agent may reasonably request (collectively, "Tax Reporting Documentation") to the Escrow Agent within 30 calendar days after the date hereof. The parties hereto understand that, if such Tax Reporting Documentation is not so certified to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue Code, as it may be amended from time to time, to withhold a portion of any interest, dividend or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement.

Tax Reporting Information and Certification of Tax Identification Numbers. The Parties agree that, for tax reporting purposes, all interest on or other income, if any, attributable to any cash held in the Escrow Fund or any other cash amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable and reportable to the Stockholders’ Representative, as income earned from the Escrow Fund by the Stockholders’ Representative whether or not said income has been distributed during such year. The Parties agree to provide the Escrow Agent with certified tax identification numbers by completing, signing and returning a Form W-9 or Form W-8BEN, as applicable, and any other forms and documents that the Escrow Agent may reasonably request (collectively, “Tax Reporting Documentation”) to the Escrow Agent prior to the execution of this Agreement. The Parties understand that, if such Tax Reporting Documentation is not so furnished to the Escrow Agent, the Escrow Agent shall be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income earned on the investment of monies or other property held by the Escrow Agent pursuant to this Agreement, and to immediately remit such withholding to the Internal Revenue Service. The sole tax reporting obligation of the Escrow Agent shall be to file a Form 1099 INT or 1042S (as applicable) with the Internal Revenue Service with respect to interest earnings on cash amounts to the Stockholders’ Representative. The Parties hereby represent to the Escrow Agent that no other tax reporting of any kind is required given the underlying transaction giving rise to this Agreement.

Tax Reporting Information and Certification of Tax Identification Numbers. As a result of Section (c) hereof, the Escrow Fund will not generate any income. The Escrow Agent shall have no tax reporting obligations under this Agreement.

Tax Reporting Information and Certification of Tax Identification Numbers. The parties hereto agree to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 (or Form W-8 BEN, in case of non-U.S. persons) to the Escrow Agent, upon the execution and delivery of this Agreement.

Tax Reporting Information and Certification of Tax Identification Numbers. (i) The parties hereto agree that, for Tax reporting purposes, Parent shall be treated as the owner of any cash in the Escrow Fund, and all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this agreement shall be treated for tax purposes as earned by Parent until the Escrow Fund is distributed in accordance with this Agreement. The Escrow Agent is hereby directed to pay to Parent out of the Escrow Fund, as soon as reasonably practicable following the reporting of any such income to Parent, a distribution equal to 40% of the amount of such net income reported to Parent. Upon the release of the cash in the escrow fund, a portion of any cash distributed to the Indemnifying Parties shall be treated as interest under the imputed interest rules of the Code. (ii) The parties hereto agree to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 (or original Form W-8 BEN, in case of non-U.S. persons) to the Escrow Agent upon the execution and delivery of this Agreement.