Common use of FIRPTA Certificate Clause in Contracts

FIRPTA Certificate. Seller shall deliver to Buyer at the Closing a certificate, in form and substance reasonably satisfactory to Buyer, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 6 contracts

Samples: Put Option Agreement, Asset Purchase Agreement (Ameren Energy Generating Co), Put Option Agreement (Ameren Energy Generating Co)

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FIRPTA Certificate. Seller shall deliver to Buyer Purchaser at the Closing a certificate, in form and substance reasonably satisfactory to BuyerPurchaser, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Dynegy Inc /Il/), Stock Purchase Agreement (Union Electric Co), Stock Purchase Agreement (Ameren Corp)

FIRPTA Certificate. Seller shall deliver to Buyer Purchaser at the Closing a certificate, certificate or certificates in form and substance reasonably satisfactory to Buyer, Purchaser certifying that the transactions contemplated hereby Transactions are exempt from withholding under Section 1445 of the Code.

Appears in 2 contracts

Samples: Acquisition Agreement (NexCen Brands, Inc.), Purchase Agreement (CPP/Belwin, Inc)

FIRPTA Certificate. The Seller shall deliver to the Buyer at the Closing a certificatecertificate or certificates, in form and substance reasonably satisfactory to Buyercompliance with Treasury Regulations Section 1.1445-2, certifying that the transactions contemplated hereby Contemplated Transactions are exempt from withholding under Section 1445 of the Code.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Wausau Paper Corp.)

FIRPTA Certificate. The Seller shall deliver to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to Buyercompliance with Regulations Section 1.1445-2, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fifth & Pacific Companies, Inc.), Purchase Agreement (Fifth & Pacific Companies, Inc.)

FIRPTA Certificate. Seller shall deliver to Buyer Purchaser at the Closing a certificate, certificate in form and substance reasonably satisfactory to BuyerPurchaser, duly executed and acknowledged, certifying that the transactions contemplated hereby are such Seller is exempt from withholding under Section 1445 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primedia Co Inc)

FIRPTA Certificate. Seller shall deliver to Buyer the Buyers at the Closing a certificatecertificate or certificates, in form and substance reasonably satisfactory to Buyercompliance with Treasury Regulations Section 1.1445-2, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 1 contract

Samples: Unit Purchase Agreement (Ruddick Corp)

FIRPTA Certificate. Seller shall deliver to Buyer Purchaser at the Closing a certificate, in form and substance reasonably satisfactory to Buyercompliance with Treasury Regulations 1.1445-2, certifying that the transactions contemplated hereby are exempt from withholding under Section Sections 897 and 1445 of the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dycom Industries Inc)

FIRPTA Certificate. Seller shall deliver have delivered to Buyer at a certificate complying with the Closing a certificateCode and applicable Treasury Regulations, in form and substance reasonably satisfactory to Buyer, certifying that the transactions contemplated hereby by this Agreement are exempt from withholding under Code Section 1445 of the Code1445.

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Register Co)

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FIRPTA Certificate. Seller Sellers shall deliver to Buyer Purchaser at the Closing a certificate, in form and substance reasonably satisfactory to BuyerPurchaser, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 1 contract

Samples: Purchase Agreement (Dynegy Inc /Il/)

FIRPTA Certificate. Seller shall deliver to Buyer Purchaser at the Closing a certificate, in form and substance reasonably satisfactory to Buyer, certificate or certificates certifying that the transactions contemplated hereby Transactions are exempt from withholding under Section 1445 of the Code.

Appears in 1 contract

Samples: Purchase Agreement (Univision Communications Inc)

FIRPTA Certificate. Seller shall deliver to Buyer Purchaser at the Closing a certificate, in form and substance reasonably satisfactory to Buyer, certificate certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (CSX Corp)

FIRPTA Certificate. The Seller shall deliver to the Buyer at the Closing a certificatecertificate or certificates, in form and substance reasonably satisfactory to Buyercompliance with Treasury Regulations Section 1.1445-2, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mitel Networks Corp)

FIRPTA Certificate. Seller The Sellers shall deliver to Buyer at the Closing a certificatecertificates, in form duly executed and substance reasonably satisfactory to Buyeracknowledged, certifying any facts that would exempt the transactions contemplated hereby are exempt from withholding under pursuant to Section 1445 of the CodeCode and the Treasury regulations thereunder; provided, that Buyer’s sole recourse for breach of this Section 6.12 shall be to withhold amounts required by applicable Tax law to be withheld from amounts payable pursuant to this Agreement in accordance with Section 2.7.

Appears in 1 contract

Samples: Purchase Agreement (Iron Mountain Inc)

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