FIRPTA Certificates. Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser or the Paying Agent (as defined in the Merger Agreement), as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "FIRPTA Certificate"). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser or the Paying Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.
FIRPTA Certificates. All certificate(s) required under Section 1445 of the Code.
FIRPTA Certificates. A certificate, duly executed and acknowledged by an officer of Seller under penalties of perjury, in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2)(iii), stating Seller's name, address and Federal tax identification number, and that it is not a "foreign person" within the meaning of Section 1445 of the Code.
FIRPTA Certificates. At or prior to the Closing, the Company shall deliver, or cause to be delivered, to ARYA (a) a certificate, duly executed by the Company, complying with Treasury Regulations Section 1.1445-2(c)(3), together with evidence that the Company has provided notice to the Internal Revenue Service in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), in each case, in a form and substance reasonably acceptable to ARYA, (b) a statement in accordance with the requirements of Treasury Regulations Section 1.1445-2(b)(2) from the Company certifying that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code and (c) an IRS Form W-9 duly executed by the Company.
FIRPTA Certificates. Prior to the Closing, (a) Operating Seller shall provide to Operating Buyer a certificate of non-foreign status with respect to Operating Seller in accordance with Treasury Regulations 1.1445-2(b)(2), (b) Blocker Parent shall provide to Holdco Buyer a certificate of non-foreign status with respect to Blocker Parent in accordance with Treasury Regulations 1.1445-2(b)(2) and (c) either (x) each other Seller will provide to Holdco Buyer a certificate of non-foreign status with respect to such Seller in accordance with Treasury Regulations 1.1445-2(b)(2) or (y) with respect to any such other Seller that does not provide such certificate of non-foreign status, the Company will provide to Holdco Buyer a statement issued by the Company in accordance with Treasury Regulations 1.1445-11T(d)(2) (it being acknowledged that such statement may be signed by an officer of the Company rather than a “general partner”).
FIRPTA Certificates. At or prior to the Closing, each Company Party shall deliver, or cause to be delivered, to Parent (a) either (i) a certificate, duly executed by such Company Party, complying with Treasury Regulations Section 1.1445-2(c)(3), together with evidence that the Company Party has provided notice to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), in each case, in a form and substance reasonably acceptable to Parent or (ii) in the event that none of the shareholders of such Company Party are foreign persons, as defined in Treasury Regulations Section 1.1445-2(b), an IRS Form W-9 duly executed by each shareholder of such Company Party and (b) an IRS Form W-9 duly executed by such Company Party.
FIRPTA Certificates. Entegris and Mykrolis shall deliver certificates, in form and substance reasonably satisfactory to counsel for Entegris and Mykrolis, duly executed by the applicable parties and certifying facts that would exempt the transactions contemplated hereby from the provisions of the Foreign Investors Real Property Tax Act, as amended.
FIRPTA Certificates. Each of the Sellers shall have provided to Buyer a FIRPTA certificate in form and substance reasonably satisfactory to Buyer and dated as of the Initial Closing Date and each Subsequent Closing Date, as applicable, to the effect that such Seller is not a foreign person for purposes of Code Section 1445.
FIRPTA Certificates. Each Seller shall have delivered to the Buyer a certificate which states, under penalty of perjury, the taxpayer identification number and office address of each transferor of Real Property as well as a statement that such transferor is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code.
FIRPTA Certificates. The Company and each of the Sellers shall have delivered to Purchaser a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company and such Seller is not a foreign person within the meaning of Section 1445 of the Code.
