FIRPTA Tax Certificates. At Closing, the Company shall deliver to Parent a properly executed certification dated as of the Closing Date that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3) and states that shares of the Company are not “U.S. real property interests” within the meaning of Section 897 of the Code, together with a written authorization for Parent to deliver such certification to the IRS on behalf of the Company after the Closing and a notice to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Alpine Acquisition Corp.), Agreement and Plan of Reorganization (Northern Star Investment Corp. II), Agreement and Plan of Reorganization (Newtown Lane Marketing Inc)
FIRPTA Tax Certificates. At ClosingOn or prior to the Closing Date, the Company shall deliver to Parent a properly executed certification dated as of the Closing Date that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3) and states certification, in a form reasonably satisfactory to Parent, that shares of the Company are not “U.S. real property interests” within in accordance with the meaning of Section Treasury Regulations under Sections 897 and 1445 of the Code, together with a written authorization for Parent to deliver such certification to the IRS on behalf of the Company after the Closing and a notice to the IRS (which shall be filed by the Company at the Closing Date) in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2)) of the Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioceres Crop Solutions Corp.), Agreement and Plan of Merger (Marrone Bio Innovations Inc)
FIRPTA Tax Certificates. At Closing, the Company shall deliver to Parent a properly executed certification dated as of the Closing Date that meets the requirements of Treasury Regulations Section 1.1445-2(c)(3) and states that shares membership interests of the Company are not “U.S. real property interests” within the meaning of Section 897 of the Code, together with a written authorization for Parent to deliver such certification to the IRS on behalf of the Company after the Closing and a notice to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Legato Merger Corp. Ii)
