Compliance with FIRPTA. Sellers shall have provided the Buyer with a statement, in a form reasonably satisfactory to the Buyer, pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Sellers are not foreign persons.
Compliance with FIRPTA. Sellers' Representative and Purchaser shall have received from Gentek Holdings a certificate, in form and substance reasonably satisfactory to Sellers' Representative and Purchaser, signed by a duly authorized officer of Gentek Holdings and certifying pursuant to ss. 1.897-2(h) of the Treasury Regulations that the stock of Gentek Holdings is not a United States real property interest within the meaning of ss. 897(c)(1) of the Code.
Compliance with FIRPTA. A certificate executed by each Seller, in a form reasonably satisfactory to the Buyer, pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that such Seller is not a foreign person.
Compliance with FIRPTA. Holdings shall have provided the Buyer with a statement, in a form reasonably satisfactory to the Buyer, pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Holdings is not a foreign person.
Compliance with FIRPTA. The Company shall have provided the Purchaser with a statement, in a form reasonably satisfactory to the Purchaser, pursuant to Section 1.897-2(h) of the Treasury Regulations certifying that the Common Stock is not a U.S. real property interest within the meaning of Section 897(c)(1) of the Code and dated not more than thirty (30) days prior to the Closing Date;
Compliance with FIRPTA. Buyer and Seller shall complete, execute, and deliver, on or before closing, any instrument, 611 affidavit, or statement needed to comply with FIRPTA, including withholding forms. If withholding is required under IRC § 612 1445, and the net proceeds due Seller are not sufficient to satisfy the withholding required in this transaction, Seller shall 613 deliver to Buyer, at closing, the additional funds necessary to satisfy the applicable withholding requirement. Seller also 614 shall pay to Buyer an amount not to exceed $1,000 for actual costs associated with the filing and administration of forms, 615 affidavits, and certificates necessary for FIRPTA withholding and any withholding agent fees. 616 Any representations made by Seller with respect to FIRPTA shall survive the closing and delivery of the deed. 617 Firms, Agents, and Title Companies are not responsible for determining FIRPTA status or whether any FIRPTA exemption 618 applies. The Parties are advised to consult with their respective independent legal counsel and tax advisors regarding 619 FIRPTA. 620 ADDITIONAL PROVISIONS/CONTINGENCIES This Offer is subject to all of the terms and conditions as provided in 621 Addendum A, which is attached hereto and made a part hereof. In case of any inconsistency between this Offer and 622 the terms of Addendum A, the terms of Addendum A shall govern. 623______________________________________ 624______________________________________ 625______________________________________ 626______________________________________ 627______________________________________ 628______________________________________ 629______________________________________ 630______________________________________ 631______________________________________ 632______________________________________ 633______________________________________ 634______________________________________ 635______________________________________ 636______________________________________ 637______________________________________ 638______________________________________ 639______________________________________ 640______________________________________ 641______________________________________ 642______________________________________ 643______________________________________ 644______________________________________ 645______________________________________ 646______________________________________ 647______________________________________ 648______________________________________
Compliance with FIRPTA. Buyer shall have received from Company a certificate, in form and substance reasonably satisfactory to Buyer, signed by a duly authorized officer of Company and certifying pursuant to Section 1.897-2(h) of the Treasury Regulations that the capital stock of Company is not a United States real property interest within the meaning of Section 897(c)(1) of the Code.
Compliance with FIRPTA. A certificate executed by each Seller, in a form reasonably satisfactory to the Buyer, pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations promulgated under the Code, certifying that such Seller is not a foreign person; and
Compliance with FIRPTA. The Debtors shall have delivered to NewCo a non- foreign affidavit from their regarded owner, as applicable, (which for the avoidance of doubt is either Extended Stay, Inc. or XX-XX Holdings LLC), dated as of Closing, sworn under penalty of perjury, in form and substance required under Treasury Regulations issued pursuant to Tax Code Section 1445, stating that, for U.S. federal income tax purposes, it is (i) not a disregarded entity; (ii) a transferor of Business Assets pursuant to the Plan; and (iii) not a “foreign person” as defined in Tax Code Section 1445. Each Debtor that is a Foreign Person Debtor shall have provided an affidavit dated as of Closing, sworn under penalties of perjury, that the interests, if any, transferred by the Foreign Person Debtor pursuant to the Plan are not U.S. real property interests within the meaning of Tax Code Section 897(c) and Treasury Regulation 1.897-1(c).
Compliance with FIRPTA. The Company shall provide prompt notice to the Major Investors, as defined in Section 2.1(b), following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation and shall thereafter comply with the requirements of Treasury Regulation Section 1.897-2(h).
