FIRPTA Documentation. From each of Pfizer and Rinat Neuroscience Corp., a duly executed certificate of non-foreign status, dated as of the Closing Date, in form and substance reasonably satisfactory to NewCo, and conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that each of Pfizer and Rinat Neuroscience Corp. is not a “foreign person” as defined in Section 1445 of the Code;
FIRPTA Documentation. Not more than 30 days prior to, or concurrently with, the Offer Acceptance Time, the Company shall prepare and deliver to Parent (a) a statement in form and substance required under Treasury Regulations Sections 1.1445-2(c)(3)(i) and 1.897-2(h)(1), dated as of the date of the Offer Acceptance Time, together with written authorization for Parent to deliver such statement to the IRS on behalf of the Company after the Closing, and (b) a notice in form and substance required under Treasury Regulations Section 1.897-2(h)(2).
FIRPTA Documentation. Acquirer will have received from Company FIRPTA documentation, including (a) a notice to the Internal Revenue Service, in accordance with the requirements of Section 1.897-2(h)(2) of the Regulations, in substantially the form attached hereto as Exhibit G-1, dated as of the Closing Date and executed by Company, together with written authorization for Acquirer to deliver such notice form to the Internal Revenue Service on behalf of Company after the Closing, and (b) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit G-2, dated as of the Closing Date and executed by Company.
FIRPTA Documentation. Prior to or concurrently with the Acceptance Time, the Company shall prepare and deliver to Parent (i) an affidavit in form and substance required under Treasury Regulations Sections 1.1445-2(c)(3)(i) and 1.897-2(h)(1), dated as of the date of the Acceptance Time, together with written authorization for Parent to deliver such statement to the Internal Revenue Service on behalf of the Company after the Closing, and (ii) a notice in form and substance required under Treasury Regulations Section 1.897-2(h)(2).
FIRPTA Documentation. Acquiror shall have received the FIRPTA documentation from the Company, including the IRS Notice and the FIRPTA Notice.
FIRPTA Documentation. The Company shall deliver to Buyer an affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that the Company is not and has not been a United States real property holding corporation within the applicable period set forth in Section 897(c)(1)(A)(ii) of the Code, dated as of the Closing Date and in form and substance required under Treasury Regulation §1.897-2(h).
FIRPTA Documentation. A statement issued by the Company in substantially the form attached as Exhibit E, dated as of the Closing Date and executed by the Company in accordance with the requirements of Treasury Regulation Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3), certifying that no interest in the Company is a United States real property interest within the meaning of Section 897 of the Code, and a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached as Exhibit F, dated as of the Closing Date and executed by the Company (the “IRS Notice”), together with written authorization for Parent to deliver such IRS Notice to the Internal Revenue Service on behalf of the Company after the Closing;
FIRPTA Documentation. Acquirer will use its commercially reasonable efforts to obtain from each holder of Company Units, on or prior to the Closing, a certificate of non-foreign status described in Section 1.1445-2(b)(2) of the Regulations.
FIRPTA Documentation. Parent will have received from the Company FIRPTA documentation, including a notice to the Internal Revenue Service, in accordance with the requirements of Section 1.897 2(h)(2) of the Regulations, in substantially the form attached hereto as Exhibit "E", dated as of the Closing Date and executed by the Company, together with written authorization for Parent to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing.
FIRPTA Documentation. Purchaser shall have received a statement from the Company meeting the requirements of Section 1445 of the Code and Treasury Regulation Section 1.1445-2(c)(3).
