Common use of FIRPTA Certificate Clause in Contracts

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 10 contracts

Samples: Merger Agreement (Sonosite Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (ArcSight Inc)

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FIRPTA Certificate. On or prior to the Closing DateEffective Time, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s 's obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 6 contracts

Samples: Merger Agreement (Extended Systems Inc), Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445-2(c)(3).

Appears in 4 contracts

Samples: Merger Agreement (Goodman Networks Inc), Merger Agreement (Multiband Corp), Merger Agreement (Neophotonics Corp)

FIRPTA Certificate. On or prior to the Closing DateEffective Time, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 4 contracts

Samples: Merger Agreement (Sybase Inc), Merger Agreement (Electronic Clearing House Inc), Merger Agreement (Komag Inc /De/)

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s 's obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 3 contracts

Samples: Merger Agreement (Centillium Communications Inc), Merger Agreement (Hewlett Packard Co), Merger Agreement (Allergy Research Group Inc)

FIRPTA Certificate. On or prior to the Closing Date, the The Company shall prepare and deliver to Parent at the Closing a properly executed statement in a form reasonably acceptable satisfactory to Parent Parent, for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3) (the “FIRPTA Certificate”).

Appears in 3 contracts

Samples: Merger Agreement (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Merger Agreement (International Microcomputer Software Inc /Ca/)

FIRPTA Certificate. On or prior The Company shall deliver to the Parent a properly executed statement, dated as of the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes Parent, conforming to the requirements of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445-2(c)(3).

Appears in 2 contracts

Samples: Merger Agreement (Perkinelmer Inc), Merger Agreement (Caliper Life Sciences Inc)

FIRPTA Certificate. On or prior to the Closing Date, the The Company shall prepare and deliver to Parent at the Closing a properly executed statement in a form reasonably acceptable satisfactory to Parent Parent, for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3) (the “FIRPTA Certificate”).

Appears in 2 contracts

Samples: Merger Agreement (Valeant Pharmaceuticals International), Merger Agreement (Valeant Pharmaceuticals International)

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 2 contracts

Samples: Merger Agreement (Synopsys Inc), Merger Agreement (Insilicon Corp)

FIRPTA Certificate. On Company shall deliver to Parent on or prior to the Closing Date, the Company shall deliver to Parent Date a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 1 contract

Samples: Merger Agreement (Vignette Corp)

FIRPTA Certificate. On At or prior to the Closing DateClosing, the Company shall deliver to Parent (or its designee) a properly executed statement in a form reasonably acceptable and corresponding notice to the IRS (to be filed by Parent after the Closing) for purposes of satisfying Parent’s obligations under Sections 1.897–2(h) and 1.1445–2(c)(3) of the Treasury Regulation Section 1.1445-2(c)(3)Regulations.

Appears in 1 contract

Samples: Merger Agreement (Hub Group, Inc.)

FIRPTA Certificate. On or prior to the Closing DateClosing, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445-2(c)(3).

Appears in 1 contract

Samples: Merger Agreement (Axos Financial, Inc.)

FIRPTA Certificate. On At or prior to the Closing DateClosing, the Company shall deliver have delivered to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s 's obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Millennial Media Inc.)

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FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable pursuant to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445-2(c)(3), dated as of the Closing Date and in form and substance reasonably acceptable to Parent, along with written authorization for Parent to deliver a notice to the Internal Revenue Service in accordance with Treasury Regulations Section 1.897-2(h)(2) on behalf of the Company.

Appears in 1 contract

Samples: Merger Agreement (Viasat Inc)

FIRPTA Certificate. On or prior to At the Closing DateClosing, the Company shall deliver to Parent a properly executed statement statement, dated as of the Closing Date, in a form and substance reasonably acceptable to Parent for purposes that satisfies the requirements of satisfying Parent’s obligations under Treasury Regulation Section Sections 1.1445-2(c)(3) and 1.897-2(h)(2).

Appears in 1 contract

Samples: Merger Agreement (Molex Inc)

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445-2(c)(32(C)(3).

Appears in 1 contract

Samples: Merger Agreement (Telular Corp)

FIRPTA Certificate. On or prior to the Closing Date, the The Company shall prepare and deliver to Parent at the Closing a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3) (the “FIRPTA Certificate”).

Appears in 1 contract

Samples: Merger Agreement (Ariba Inc)

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s 's obligations under Treasury Regulation Regulations Section 1.1445-2(c)(3).

Appears in 1 contract

Samples: Merger Agreement (Adams Golf Inc)

FIRPTA Certificate. On or prior to the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(31.1445–2(c)(3).

Appears in 1 contract

Samples: Merger Agreement (Agile Software Corp)

FIRPTA Certificate. On or The Company shall deliver, no less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a properly executed statement (a “FIRPTA Compliance Certificate”) in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3).

Appears in 1 contract

Samples: Merger Agreement (Linkedin Corp)

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