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”).
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Sunedison, Inc.), Purchase and Sale Agreement (TerraForm Power, Inc.)
