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FIRPTA Notice Sample Clauses

FIRPTA NoticeThe Stockholder shall have provided the Company with a properly executed FIRPTA notice substantially in the form set forth in Treasury Regulation Section 1.1445-2(b)(2) sufficient to avoid any withholding under Section 1445 of the Code.
FIRPTA NoticePrior to the Closing, the Company shall deliver to Parent a certificate in form and substance reasonably satisfactory to Parent, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code.
FIRPTA NoticeThe Company will prepare a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Sections 1.1445-2(c) and 1.897-2(h)(2), dated as of the Closing Date, executed by the Company, together with written authorization for the Surviving Corporation to deliver such notice (in the form so prepared) to the Internal Revenue Service after the Effective Time.
FIRPTA NoticeThe Company shall provide prompt notice to the Investors following any “determination date” (as defined in Section 1.897-2(c)(1) of the Regulations) on which the Company becomes a United States real property holding corporation. In addition, upon a written request by an Investor, the Company shall provide such Investor with a written statement informing the Investor whether its interest in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Section 1.897-2(h)(1) of the Regulations or any successor regulation, and the Company shall provide timely notice to the United States Internal Revenue Service, in accordance with and to the extent required by Section 1.897-2(h)(2) of the Regulations or any successor regulation, that such statement has been made. The Company’s written statement to an Investor shall be delivered to the Investor within 10 days of such Investor’s written request therefor. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the Company’s shares may be regularly traded on an established securities market or the fact that there is no preference share then outstanding.
FIRPTA NoticeThe Company will prepare a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Sections 1.1445-2(c) and 1.897-2(h)(2), dated as of the Closing Date, executed by the Company, together with written authorization for the Surviving Corporation to deliver such notice to the Internal Revenue Service after the Effective Time Paydown Notice. Venture Lending & Leasing IV, Inc. and Venture Lending & Leasing V, Inc. (collectively, "VLL") shall have delivered to the Purchaser a paydown notice setting forth the entire amount that must be paid to entirely pay off, terminate and retire, at the Closing, all the Company's obligations and Indebtedness to VLL under the various loan or loans that have been advanced by VLL to the Company on or before the Closing (the "VLL Indebtedness") and to terminate VLL's security interest in the Company's assets, including a statement of the additional interest or other payments necessary to entirely pay off, terminate and retire such VLL Indebtedness each day after the date of the Closing.
FIRPTA Notice. 6.5(d) First Merger .................................................................................................................................... Recital A First-Step Surviving Corporation ............................................................................................................. 1.2 Fully-Diluted Company Stock .............................................................................................................. 1.1(a) Fully-Diluted Percentage ...................................................................................................................... 1.1(a) Fundamental Representations .............................................................................................................. 1.1(a) Fundamental Survival Date .................................................................................................................. 9.1(a) GAAP ..................................................................................................................................................... 1.1(a) GDPR .................................................................................................................................................... 2.8(v) General Survival Date ........................................................................................................................... 9.1(a) Governmental Entity ............................................................................................................................. 1.1(a) Hazardous Material .............................................................................................................................. 1.1(a) Hazardous Materials Activities ............................................................................................................... 2.19 HIPAA ................................................................................................................................................... 1.1(a) Holdback Amount ................................................................................................................................. 1.1(a) Holdback Cash ...................................................................................................................................... 1.1(a)
FIRPTA NoticePrior to the Closing, the Company shall deliver to ------------- the Buyer and to the Internal Revenue Service a notice that the Company Shares are not "U.S. real property interests" in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code. If the Buyer does not receive the notice described above on or before the Closing Date, the Buyer, the Company (in the case of a Stock Transaction) or the Surviving Corporation (in the case of a Merger Transaction) shall be permitted to withhold from the payments to be made pursuant to this Agreement any required withholding tax under Section 1445 of the Code.
FIRPTA Notice. 47 5.12 S-X Financial Statements.................................................................47 5.13

Related to FIRPTA Notice

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Response to Notice Within ten business days of receiving the Claim Notice, the Respondent must notify the Claimant of its representative to negotiate the dispute.

  • Failure to Timely Deliver; Buy-In If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to such Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to such Investor by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as define in the Note) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the date of such delivery and payment under this clause (ii).

  • Notice of Sale Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

  • Timely Notice Failure to timely provide such notice required by subsection (g) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. The notice period shall begin on the date Warrantholder actually receives a written notice containing all the information specified above.

  • Notice of Disclosure DFMC must advise you in writing of its intention to disclose details of this Contract before actual disclosure.

  • Notice of Disqualifying Disposition If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

  • Notice of Sole Control If at any time the Secured Party delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto (a “Notice of Sole Control”), the Financial Institution agrees that after receipt of such notice, it will take all instructions with respect to the Collateral Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of any other person.

  • Tax Certification If Contractor is a taxable entity as defined by Chapter 171, Texas Tax Code, then Contractor certifies it is not currently delinquent in the payment of any taxes due under Chapter 171, Contractor is exempt from the payment of those taxes, or Contractor is an out‑of‑state taxable entity that is not subject to those taxes, whichever is applicable.

  • Closing; Delivery The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.