Common use of FIRPTA Matters Clause in Contracts

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 11 contracts

Samples: Merger Agreement, Merger Agreement (Cavium, Inc.), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)

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FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 4 contracts

Samples: Merger Agreement (Titan Corp), Merger Agreement (Titan Corp), Merger Agreement (Chordiant Software Inc)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 1.897-2(h)(1)(i) of the United States Treasury Regulations, Regulations (the “FIRPTA Statement”); and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury RegulationsRegulations (the “FIRPTA Notification”).

Appears in 3 contracts

Samples: Merger Agreement (Under Armour, Inc.), Merger Agreement (Under Armour, Inc.), Merger Agreement (Under Armour, Inc.)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897 — 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 3 contracts

Samples: Merger Agreement (Broadsoft Inc), Loan and Security Agreement (Broadsoft Inc), Merger Agreement (WEB.COM, Inc.)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 Xxxxxxx 0.000 - 2(h)(1)(i0(x)(0)(x) of xx xxx Xxxxxx Xxxxxx Treasure Regulations (the United States Treasury Regulations, "FIRPTA Statement"); and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury RegulationsRegulations (the "FIRPTA Notification").

Appears in 2 contracts

Samples: Merger Agreement (Siebel Systems Inc), Merger Agreement (Siebel Systems Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 1.897-2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 2 contracts

Samples: Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897 — 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 2 contracts

Samples: Merger Agreement (Ipass Inc), Merger Agreement (Volcano CORP)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentGeneral Counsel Associates LLP) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897-2(h)(1)(I) of the United States Treasury RegulationsRegulation, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 2 contracts

Samples: Merger Agreement (Puma Technology Inc), Merger Agreement (Puma Technology Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent Parent: (a) a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.1445-2(c)(3) of the United States Treasury Regulations, ; and (b) the Company shall deliver notification to the IRS the notification Internal Revenue Service required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 2 contracts

Samples: Merger Agreement (Gilead Sciences Inc), Merger Agreement (Amgen Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897 – 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Pacificare Health Systems Inc /De/)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, ; and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897 — 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Conexant Systems Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel is attached hereto to Parentas EXHIBIT K) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Mitokor)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to the Parent a statement (in such form as may be reasonably requested by counsel to the Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Edgewater Technology Inc/De/)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentXxxxxx Godward llp) conforming to the requirements of Section 1.897 - 1.897-2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent Parent: (a) a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Treasury Regulations Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, 1.1445-2(c)(3); and (b) the Company shall deliver notification to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury RegulationsRegulations Section 1.897‑2(h)(2).

Appears in 1 contract

Samples: Merger Agreement (Merit Medical Systems Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentXxxxxx Godward LLP) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897-2(h)(1)(I) of the United States Treasury RegulationsRegulation, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Ebay Inc)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897—2(h)(1)(i) of the United States Treasury Regulations, ; and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897—2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Quest Software Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent Parent: (a) a statement (in such form statement, dated as may be reasonably requested by counsel to Parent) of the Closing Date, conforming to the requirements of Section 1.897 - 2(h)(1)(i1.1445-2(c)(3) of the United States Treasury Regulations, ; and (b) the Company shall deliver notification to the IRS the notification Internal Revenue Service required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Quality Systems, Inc)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 1.897- 2(h)(1)(i) of the United States Treasury Regulations, Regulations (the “FIRPTA Statement”); and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897- 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury RegulationsRegulations (the “FIRPTA Notification”).

Appears in 1 contract

Samples: Merger Agreement (Riverbed Technology, Inc.)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, ; and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Acquicor Technology Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897—2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897—2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Alphatec Holdings, Inc.)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such the form attached hereto as may be reasonably requested by counsel to Parent) Exhibit G conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897—2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897—2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Photon Dynamics Inc)

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FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 Xxxxxxx 0.000 - 2(h)(1)(i0(x)(0)(0) of the United States xx xxx Xxxxxx Xxxxxx Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Micronetics Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 Section 1.897 - 0(x)(02(h)(2) xx xxx Xxxxxx Xxxxxx of the Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Waverider Communications Inc)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 1.897-2(h)(1)(i) of the United States Treasury Regulations, Regulations (the “FIRPTA Statement”); and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897- 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury RegulationsRegulations (the “FIRPTA Notification”).

Appears in 1 contract

Samples: Merger Agreement (Oclaro, Inc.)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent Parent: (a) a statement (in such form as may be reasonably requested by counsel is attached hereto to Parentas Exhibit M) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) a notice for filing with the Company shall deliver to Internal Revenue Service conforming with the IRS the notification required under requirements of Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (MIGENIX Inc.)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, ; and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 section 1.897 - 0(x)(02(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Dot Hill Systems Corp)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentBrobxxx, Xxlexxx & Xarrxxxx XXX) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897-2(h)(1)(I) of the United States Treasury RegulationsRegulation, and (b) the Company shall deliver to Parent for delivery to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Packeteer Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentXxxxxx Godward LLP) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897-2(h)(1)(I) of the United States Treasury RegulationsRegulation, and (b) the Company shall deliver to the IRS Parent the notification required to be delivered to the Internal Revenue Service under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Internap Network Services Corp/Wa)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897 – 2(h)(2) xx xxx Xxxxxx Xxxxxx of the Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Wave Wireless Corp)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, Regulations (the “FIRPTA Statement”); and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0Section 1.897 — 2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury RegulationsRegulations (the “FIRPTA Notification”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 Xxxxxxx 0.000 - 2(h)(1)(i0(x)(0) of the United States xx xxx Xxxxxx Xxxxxx Treasury Regulations, Regulations and (b) the Company shall deliver to the IRS Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Select Medical Corp)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentCooley Godward llp) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897-2(x)(0)(i) of the United States Treasury Regulations, Regulations and (b) the Company shall deliver to the IRS Parent the notification required to be delivered to the Internal Revenue Service under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury RegulationsRegulations (collectively, such notice and statement are referred to herein as a "FIRPTA STATEMENT").

Appears in 1 contract

Samples: Merger Agreement (Molecular Devices Corp)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to ParentCoolxx Xxxward LLP) conforming to the requirements of Section 1.897 - 2(h)(1)(i1.897-2(h)(1)(I) of the United States Treasury RegulationsRegulation, and (b) the Company shall deliver to the IRS Parent the notification required to be delivered to the Internal Revenue Service under Xxxxxxx 0.000 - 0(x)(0Section 1.897-2(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Ask Jeeves Inc)

FIRPTA Matters. At the Closing, (a) the Company shall deliver to Parent (a) a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897 - 1.897-2(h)(1)(i) of the United States Treasury Regulations and (b) the notification required under Section 1.897-2(h)(2) of the United States Treasury Regulations, dated as of the Closing Date and (b) executed by the Company shall Company, together with written authorization for Parent to deliver such notice to the IRS on behalf of Parent after the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury RegulationsClosing.

Appears in 1 contract

Samples: Merger Agreement (Newlink Genetics Corp)

FIRPTA Matters. At the Closing, : (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section section 1.897 - 2(h)(1)(i) of the United States Treasury Regulations, ; and (b) the Company shall deliver to the IRS the notification required under Xxxxxxx 0.000 section 1.897 - 0(x)(02(h)(2) xx xxx Xxxxxx Xxxxxx of the United States Treasury Regulations.

Appears in 1 contract

Samples: Merger Agreement (Websense Inc)

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