Certificate of Nonforeign Status Sample Clauses

Certificate of Nonforeign Status. Each of the Seller and Seller Equityholder shall deliver to Buyer at the Closing a certificate of nonforeign status (the “Certificate of Nonforeign Status”) in accordance with Treasury Regulation Section 1.1445-2(b)(2).
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Certificate of Nonforeign Status. A certificate of nonforeign status in the form required by Section 1445 of the Code, duly executed by an authorized officer of each Seller; and
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Certificate of Nonforeign Status. Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Imation Corp. (“Seller”), the undersigned hereby certifies the following on behalf of Seller:
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Certificate of Nonforeign Status. The undersigned MAD LLC, a Virginia limited liability company (“Transferor”) hereby certifies to Remodelers Credit Corporation, a Delaware corporation (“Transferee”), for purposes of Section 1445 of the Internal Revenue Code of 1986, as amended, in connection with the sale, transfer and conveyance of the Property described in Exhibit A attached hereto and incorporated herein by reference (the “Property”), that
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Certificate of Nonforeign Status. Seller shall have delivered to Purchaser an executed certificate of nonforeign status meeting the requirements of Section 1445(b)(2) of the Code.
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Certificate of Nonforeign Status. Each Shareholder shall have delivered to Parent a certificate of non-foreign status of such Shareholder which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2); provided, however, that with respect to any Shareholder that is unable to provide such certification, Seller shall waive such obligation and, in lieu thereof, shall withhold ten percent of the Merger Consideration paid to such Shareholder in accordance with Treasury Regulation Section 1.1445-1(b)(1). Notwithstanding the preceding sentence, Parent will withhold all amounts required to be withheld from the Merger Consideration paid to a Shareholder that has provided such certification if Parent has actual notice that such Shareholder's certification is false, or if Parent receives notice that such certification is false pursuant to Treasury Regulation Section 1.1445-4.
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Certificate of Nonforeign Status. Each Limited Partner (other than holders of Preferred Units, Warrants and Warrant Units) represents and warrants that it is, or is composed of Persons who are United States citizens or resident aliens. Each Limited Partner will execute Certificates of Nonforeign Status in the form attached hereto as Exhibit B and will inform the General Partner immediately of any changes that would render the certificate invalid or misleading.
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Related to Certificate of Nonforeign Status

  • Certificate of Non-Foreign Status In order to comply with § 1445 of the Code and the applicable Treasury Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Treasury Regulations, each Member shall provide to the Company an affidavit stating, under penalties of perjury, (i) the Member’s address, (ii) United States taxpayer identification number, and (iii) that the Member is not a foreign person as that term is defined in the Code and Treasury Regulations. Failure by any Member to provide such affidavit by the date of such disposition shall authorize the Manager to withhold ten percent (10%) of each such Member’s distributive share of the amount realized by the Company on the disposition.

  • Certification of Non-Foreign Status Each Limited Partner or transferee of an Interest or a portion of an Interest from a Limited Partner who or that is admitted to the Partnership in accordance with this Agreement will certify, upon admission to the Partnership and at any other time as the General Partner may request, whether the Limited Partner or transferee is a “United States Person” within the meaning of the Code on forms to be provided by the Partnership, and will notify the Partnership within 30 days of any change in the status of the Limited Partner or transferee. Any Limited Partner or transferee who or that fails to provide certification when requested to do so by the General Partner may be treated as a non-United States Person for purposes of U.S. Federal tax withholding.

  • Foreign Status If the Authorized Participant is offering and selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of FINRA as set forth in the preceding paragraph, the Authorized Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made and to conduct its business in accordance with the FINRA Conduct Rules, to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares.

  • Non-Foreign Status Seller is not a “foreign person” as that term is defined in the Code and the regulations promulgated pursuant thereto.

  • Certificate of No Default A certificate signed by an appropriate officer of Borrower to the effect that: (A) no Event of Default or Unmatured Event of Default has occurred and is continuing or will result from the making of the first Loan; and (B) the representations and warranties of Borrower contained herein are true and correct as at the date of the first Loan as though made on that date.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Certificate of Beneficial Ownership The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

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