Common use of Withholding and Reporting Requirements Clause in Contracts

Withholding and Reporting Requirements. The Liquidating Trust may withhold and pay to the appropriate Tax Authority all amounts required to be withheld pursuant to the Tax Code or any provision of any foreign, state or local tax law with respect to any payment or distribution to the Unitholders. All such amounts withheld and paid to the appropriate Tax Authority shall be treated as amounts distributed to such holders for all purposes of the Plan and this Liquidating Trust Agreement. To the extent an amount has been placed in escrow pending resolution of the need to withhold, and the Liquidating Trust determines that no withholding is required, such amounts shall be distributed to the Unitholders with respect to whom such amounts were previously withheld. The Liquidating Trust shall be authorized to collect such tax information from the Unitholders (including social security numbers or other tax identification information) as it in its sole discretion deems necessary to effectuate the Plan and this Liquidating Trust Agreement. To that end, the Liquidating Trust may send to Unitholders a written communication requesting that the Unitholder provide certain tax information and the specifics of their holdings to the extent the Liquidating Trust or any disbursing agent deems appropriate (including complet ing the appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable to each holder). The Liquidating Trust may refuse to make a distribution to any Unitholder that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a Unitholder, the Liquidating Trust shall make such distribution(s) to which the Unitholder is entitled, without interest; provided further that, if the holder fails to comply with such a request within one (1) year, (i) any pending distribution(s) allocated to such Unitholder shall be deemed an unclaimed distribution to be treated as the Liquidating Trust Board determines in its discretion; and (ii) the Liquidating Trust shall not be required to allocate any future distributions to such holder unless and until the holder provides the requested tax information; and provided further that, if the Liquidating Trust fails to withhold in respect of amounts rec eived or distributable with respect to any such holder and the Liquidating Trust is later held liable for the amount of such non-allocated future distributions, such holder shall reimburse the Liquidating Trust for such liability including interest, penalties, fines and other additional amounts with respect thereto. Notwithstanding the foregoing, each Unitholder that receives a distribution under the Plan shall have the sole and exclusive responsibility for the payment of any Taxes imposed by any governmental unit, including income, withholding and other Taxes, on account of such distribution.

Withholding and Reporting Requirements. The Liquidating Trust (a) In connection with the Plan, any party issuing any instrument or making any distribution described in the Plan shall comply with all applicable withholding and reporting requirements imposed by any federal, state, or local taxing authority, and all distributions pursuant to the Plan and all related agreements shall be subject to any such withholding or reporting requirements. In the case of a non-Cash distribution that is subject to withholding, the distributing party may withhold an appropriate portion of such distributed property and either (i) sell such withheld property to generate Cash necessary to pay to over the appropriate Tax Authority all withholding tax (or reimburse the distributing party for any advance payment of the withholding tax), or (ii) pay the withholding tax using its own funds and retain such withheld property. Any amounts required to be withheld pursuant to the Tax Code or any provision of any foreign, state or local tax law with respect to any payment or distribution to the Unitholders. All such amounts withheld and paid to the appropriate Tax Authority preceding sentence shall be treated as amounts deemed to have been distributed to such holders and received by the applicable recipient for all purposes of the Plan and this Liquidating Trust Agreement. To the extent an amount has been placed in escrow pending resolution of the need to withhold, and the Liquidating Trust determines that no withholding is required, such amounts shall be distributed to the Unitholders with respect to whom such amounts were previously withheld. The Liquidating Trust shall be authorized to collect such tax information from the Unitholders (including social security numbers or other tax identification information) as it in its sole discretion deems necessary to effectuate the Plan and this Liquidating Trust Agreement. To that end, the Liquidating Trust may send to Unitholders a written communication requesting that the Unitholder provide certain tax information and the specifics of their holdings to the extent the Liquidating Trust or any disbursing agent deems appropriate (including complet ing the appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable to each holder). The Liquidating Trust may refuse to make a distribution to any Unitholder that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a Unitholder, the Liquidating Trust shall make such distribution(s) to which the Unitholder is entitled, without interest; provided further that, if the holder fails to comply with such a request within one (1) year, (i) any pending distribution(s) allocated to such Unitholder shall be deemed an unclaimed distribution to be treated as the Liquidating Trust Board determines in its discretion; and (ii) the Liquidating Trust shall not be required to allocate any future distributions to such holder unless and until the holder provides the requested tax information; and provided further that, if the Liquidating Trust fails to withhold in respect of amounts rec eived or distributable with respect to any such holder and the Liquidating Trust is later held liable for the amount of such non-allocated future distributions, such holder shall reimburse the Liquidating Trust for such liability including interest, penalties, fines and other additional amounts with respect theretoPlan. Notwithstanding the foregoing, each Unitholder any Entity that receives a distribution under the Plan hereunder shall have the sole and exclusive responsibility for the payment of any Taxes taxes imposed by any governmental unit, including including, without limitation, income, withholding withholding, and other Taxestaxes, on account of such distribution. The Litigation Trustee shall have the right, but not the obligation, to not make a distribution until such recipient has made arrangements satisfactory to such issuing or disbursing party for payment of any such tax obligations. The Litigation Trustee reserves the right to allocate all distributions made under this Agreement in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances. (b) Any party entitled to receive any property as an issuance or distribution hereunder shall, upon request, deliver to the Litigation Trust any tax information the Litigation Trustee deems necessary, including an appropriate IRS Form W-9 or (if the payee is a foreign Entity) IRS Form W-8. If such request is made by the Litigation Trustee and the holder fails to comply before the earlier of (i) the date that is one hundred and eighty (180) days after the request is made and (ii) the date that is one hundred and eighty (180) days after the date of distribution, the amount of such distribution shall irrevocably revert to the applicable Litigation Trust and any Claim or Litigation Trust Interest in respect of such distribution shall be discharged and forever barred from assertion against the Litigation Trust or the Litigation Trust Assets.

Withholding and Reporting Requirements. In connection with this Plan, any Person issuing any instrument or making any distribution or payment in connection therewith, shall comply with all applicable withholding and reporting requirements imposed by any federal, state, or local taxing authority. In the case of a non-Cash distribution that is subject to withholding, the distributing party may require the intended recipient of such distribution to provide the withholding agent with an amount of Cash sufficient to satisfy such withholding tax as a condition to receiving such distribution or withhold an appropriate portion of such distributed property and either (i) sell such withheld property to generate Cash necessary to pay over the withholding tax (or reimburse the distributing party for any advance payment of the withholding tax) or (ii) pay the withholding tax using its own funds and retain such withheld property. The Liquidating Trust may withhold and pay distributing party shall have the right not to make a distribution under this Plan until its withholding or reporting obligation is satisfied pursuant to the appropriate Tax Authority all preceding sentences. Any amounts required to be withheld pursuant to the Tax Code or any provision of any foreign, state or local tax law with respect to any payment or distribution to the Unitholders. All such amounts withheld and paid to the appropriate Tax Authority this Plan shall be treated as amounts deemed to have been distributed to such holders and received by the applicable recipient for all purposes of the this Plan. Any party entitled to receive any property as an issuance or distribution under this Plan and this Liquidating Trust Agreement. To the extent an amount has been placed in escrow pending resolution of the need to withholdshall, and the Liquidating Trust determines that no withholding is requiredupon request, such amounts shall be distributed deliver to the Unitholders with respect to whom withholding agent or such amounts were previously withheld. The Liquidating Trust shall be authorized to collect such tax information from other Person designated by the Unitholders (including social security numbers Reorganized Debtors a Form W-8, Form W-9 and/or any other forms or other tax identification information) as it in its sole discretion deems necessary to effectuate the Plan and this Liquidating Trust Agreement. To that end, the Liquidating Trust may send to Unitholders a written communication requesting that the Unitholder provide certain tax information and the specifics of their holdings to the extent the Liquidating Trust or any disbursing agent deems appropriate (including complet ing the appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9documents, as applicable applicable, requested by any Reorganized Debtor to each holder)reduce or eliminate any required federal, state, or local withholding. The Liquidating Trust may refuse If the party entitled to make a receive such property as an issuance or distribution to any Unitholder that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a Unitholder, the Liquidating Trust shall make such distribution(s) to which the Unitholder is entitled, without interest; provided further that, if the holder fails to comply with such a request within one (1) year, (i) any pending distribution(s) allocated to such Unitholder shall be deemed an unclaimed distribution to be treated as the Liquidating Trust Board determines in its discretion; and (ii) the Liquidating Trust shall not be required to allocate any future distributions to such holder unless and until the holder provides the requested tax information; and provided further that, if the Liquidating Trust fails to withhold in respect of amounts rec eived or distributable with respect to any such holder and request for a one hundred eighty (180) day period beginning on the Liquidating Trust date after the date such request is later held liable for made, the amount of such non-allocated future distributions, issuance or distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in respect of such holder distribution under this Plan shall reimburse the Liquidating Trust for be discharged and forever barred from assertion against such liability including interest, penalties, fines and other additional amounts with respect theretoReorganized Debtor or its respective property. Notwithstanding the foregoingabove, each Unitholder holder of an Allowed Claim or Interest that receives is to receive a distribution under the this Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any Taxes tax obligations imposed on such holder by any governmental unitGovernmental Unit, including income, withholding withholding, and other Taxestax obligations, on account of such distributionPlan Distribution.

Withholding and Reporting Requirements. (a) The Liquidating Trust may withhold Company shall comply with all applicable tax withholding and pay to the appropriate Tax Authority reporting requirements imposed by any governmental and regulatory authority, and all amounts required to be withheld distributions or other situations requiring withholding under applicable law (including deemed distributions) pursuant to the Tax Code or any provision of any foreign, state or local tax law with respect Warrants will be subject to any payment or distribution applicable withholding and reporting requirements; it being understood that no withholding will be applicable to the Unitholdersextent any applicable Warrantholder provides the Company with an IRS Form W-9. All such Any amounts withheld and paid to the appropriate Tax Authority or deducted shall be treated as amounts distributed to such holders for all purposes of the Plan and this Liquidating Trust Agreement. To the extent an amount has been placed in escrow pending resolution of the need to withhold, and the Liquidating Trust determines that no withholding is required, such amounts shall be distributed paid to the Unitholders with respect applicable Warrantholder. (b) Notwithstanding any provision to whom such amounts were previously withheld. The Liquidating Trust the contrary, the Company shall be authorized to collect such tax information from the Unitholders to: (including social security numbers i) take any actions that may be necessary or other tax identification information) as it in its sole discretion deems necessary to effectuate the Plan and this Liquidating Trust Agreement. To that end, the Liquidating Trust may send to Unitholders a written communication requesting that the Unitholder provide certain tax information and the specifics of their holdings to the extent the Liquidating Trust or any disbursing agent deems appropriate (including complet ing the appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable to each holder). The Liquidating Trust may refuse to make a distribution to any Unitholder that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a Unitholder, the Liquidating Trust shall make such distribution(s) to which the Unitholder is entitled, without interest; provided further that, if the holder fails to comply with such withholding and reporting requirements; (ii) apply a request within one (1) year, (i) portion of any pending distribution(s) allocated to such Unitholder shall be deemed an unclaimed Cash distribution to be treated made under the Warrants to pay applicable withholding taxes; (iii) holdback and liquidate a portion of any non-Cash distribution to be made under the Warrants to generate sufficient funds to pay applicable withholding taxes; (iv) require reimbursement from any Warrantholder to the extent any withholding is required in the absence of any distribution; or (v) establish any other mechanisms the Company believes are reasonable and appropriate, including requiring Warrantholders to submit appropriate tax and withholding certifications (such as IRS Form W-9 and the Liquidating Trust Board determines appropriate IRS Form W-8, as applicable) that are necessary to comply with this Section 20. (c) So long as there are any Warrants outstanding, the Company will, during any period in its discretion; which the Company is not subject to and (iiin compliance with Section 13 or Section 15(d) of the Liquidating Trust shall not be Exchange Act or filing the periodic reports contemplated by such provisions, provide or make available electronically to each Warrantholder of such outstanding Warrants, upon the request of such Warrantholder, any information required to allocate any future distributions to such holder unless and until the holder provides the requested tax information; and be provided further that, if the Liquidating Trust fails to withhold in respect of amounts rec eived or distributable with respect to any such holder and the Liquidating Trust is later held liable for the amount of such non-allocated future distributions, such holder shall reimburse the Liquidating Trust for such liability including interest, penalties, fines and other additional amounts with respect thereto. Notwithstanding the foregoing, each Unitholder that receives a distribution by Rule 144A(d)(4) under the Plan shall have the sole and exclusive responsibility for the payment of any Taxes imposed by any governmental unit, including income, withholding and other Taxes, on account of such distributionSecurities Act.

Withholding and Reporting Requirements. The Liquidating Creditor Trust may withhold and pay to the appropriate Tax Authority all amounts required to be withheld pursuant to the Tax Code or any provision of any foreign, state or local tax law with respect to any payment or distribution to the Unitholders. All such amounts withheld and paid to the appropriate Tax Authority shall be treated as amounts distributed to such holders for all purposes of the Plan and this Liquidating Creditor Trust Agreement. To the extent an amount has been placed in escrow pending resolution of the need to withhold, and the Liquidating Creditor Trust determines that no withholding is required, such amounts shall be distributed to the Unitholders with respect to whom such amounts were previously withheld. The Liquidating Creditor Trust shall be authorized to collect such tax information from the Unitholders (including social security numbers or other tax identification information) as it in its sole discretion deems necessary to effectuate the Plan and this Liquidating Creditor Trust Agreement. To that end, the Liquidating Creditor Trust may shall send to Unitholders each Unitholder a written communication requesting that the Unitholder provide certain tax information and the specifics of their holdings to the extent the Liquidating Creditor Trust or any disbursing agent such Disbursing Agent deems appropriate (including complet ing completing the appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable to each holder). The Liquidating Creditor Trust may refuse to make a distribution to any Unitholder that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a Unitholder, the Liquidating Creditor Trust shall make such distribution(s) to which the Unitholder is entitled, without interest; provided further that, if the holder fails to comply with such a request within one (1) year, during which time the Creditor Trust has made reasonable efforts to follow up on such request, (i) any pending distribution(s) allocated to such Unitholder shall be deemed an unclaimed distribution to be treated as the Liquidating Creditor Trust Board determines in its discretion; and (ii) the Liquidating Creditor Trust shall not be required to allocate any future distributions to such holder unless and until the holder provides the requested tax information; and provided further that, if the Liquidating Creditor Trust fails to withhold in respect of amounts rec eived received or distributable with respect to any such holder and the Liquidating Creditor Trust is later held liable for the amount of such non-allocated future distributionswithholding, such holder shall reimburse the Liquidating Creditor Trust for such liability including interest, penalties, fines and other additional amounts with respect thereto. Notwithstanding the foregoing, each Unitholder that receives a distribution under the Plan shall have the sole and exclusive responsibility for the payment of any Taxes imposed by any governmental unit, including income, withholding and other Taxes, on account of such distribution.distribution.‌

Withholding and Reporting Requirements. The Liquidating Trust (a) In connection with this Plan and all distributions made hereunder, the Reorganized Debtors and the Disbursing Agent shall comply with all applicable withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions under this Plan shall be subject to any such withholding or reporting requirements. In the case of a non-Cash distribution that is subject to withholding, the distributing party may withhold an appropriate portion of such distributed property and sell such withheld property to generate Cash necessary to pay to over the appropriate Tax Authority all withholding tax. Any amounts required to be withheld pursuant to the Tax Code or any provision of any foreign, state or local tax law with respect to any payment or distribution to the Unitholders. All such amounts withheld and paid to the appropriate Tax Authority preceding sentence shall be treated as amounts deemed to have been distributed to such holders and received by the applicable recipient for all purposes of the Plan and this Liquidating Trust Agreement. To the extent an amount has been placed in escrow pending resolution of the need to withhold, and the Liquidating Trust determines that no withholding is required, such amounts shall be distributed to the Unitholders with respect to whom such amounts were previously withheld. The Liquidating Trust shall be authorized to collect such tax information from the Unitholders Plan. (including social security numbers or other tax identification informationb) as it in its sole discretion deems necessary to effectuate the Plan and this Liquidating Trust Agreement. To that end, the Liquidating Trust may send to Unitholders a written communication requesting that the Unitholder provide certain tax information and the specifics of their holdings to the extent the Liquidating Trust or any disbursing agent deems appropriate (including complet ing the appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable to each holder). The Liquidating Trust may refuse to make a distribution to any Unitholder that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a Unitholder, the Liquidating Trust shall make such distribution(s) to which the Unitholder is entitled, without interest; provided further that, if the holder fails to comply with such a request within one (1) year, (i) any pending distribution(s) allocated to such Unitholder shall be deemed an unclaimed distribution to be treated as the Liquidating Trust Board determines in its discretion; and (ii) the Liquidating Trust shall not be required to allocate any future distributions to such holder unless and until the holder provides the requested tax information; and provided further that, if the Liquidating Trust fails to withhold in respect of amounts rec eived or distributable with respect to any such holder and the Liquidating Trust is later held liable for the amount of such non-allocated future distributions, such holder shall reimburse the Liquidating Trust for such liability including interest, penalties, fines and other additional amounts with respect thereto. Notwithstanding the foregoingabove, each Unitholder holder of an Allowed Claim that receives is to receive a distribution under the this Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any Taxes tax obligations imposed on such holder by any governmental unitfederal, state, local, or foreign taxing authority, including income, withholding withholding, and other Taxestax obligations, on account of such distribution. The Reorganized Debtors and the Disbursing Agent have the right, but not the obligation, to not make a distribution until such holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such tax obligations. (c) The Reorganized Debtors and the Disbursing Agent may require, as a condition to receipt of a distribution, that the holder of an Allowed Claim provide any information necessary to allow the distributing party to comply with any such withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority. If the Reorganized Debtors or the Disbursing Agent make such a request and the holder fails to comply before the date that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in respect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.