FIRPTA Certification. On the Expiration Date and immediately prior to the Effective Time, the Company shall provide to Buyer and to the members of Buyer a certification that stock in the Company is not a U.S. real property interest because the Company is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The Company shall timely deliver to the Internal Revenue Services the notification required under Treasury Regulation Section 1.897-(2)(h)(2).
Appears in 2 contracts
Samples: Merger Agreement (Intertrust Technologies Corp), Merger Agreement (Fidelio Acquisition Co LLC)
FIRPTA Certification. On Upon expiration of the Expiration Date Offer and immediately prior to the Effective Time, the Company shall provide to Buyer and to the members of Buyer Parent a certification that stock in the Company is not a U.S. real property interest because the Company is not, and has not been, a “"United States real property holding corporation” " within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The Company shall timely deliver to the Internal Revenue Services Service the notification required under Treasury Regulation Section 1.897-(2)(h)(2).
Appears in 2 contracts
Samples: Merger Agreement (Omnicare Inc), Merger Agreement (NCS Healthcare Inc)
FIRPTA Certification. On the Expiration Acceptance Date and immediately prior to the Effective Time, the Company shall provide to Buyer and to the members of Buyer Parent a certification that stock in the Company is not a U.S. real property interest because the Company is not, and has not been, a “"United States real property holding corporation” " within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The Company shall timely deliver to the Internal Revenue Services Service the notification required under Treasury Regulation Section 1.897-(2)(h)(21.897-2(h)(2).
Appears in 2 contracts
Samples: Merger Agreement (Riviana Foods Inc /De/), Merger Agreement (Ebro Puleva Partners G.P.)
