FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the amount of the Purchase Price plus Partnership liabilities allocable to each Unit purchased, each tendering Limited Partner must complete the FIRPTA Affidavit included in the Assignment of Partnership Interest certifying the Limited Partner's taxpayer identification number and address and that such Limited Partner is not a foreign person. See the Instructions to the Assignment of Partnership Interest and Section 6.
FIRPTA Withholding. Gain recognized by a foreign limited partner on the sale by a partnership of its assets pursuant to the mergers which is effectively connected with the conduct of a U.S. trade or business will be subject to federal income tax. Gain realized on the sale of U.S. real property, including a participating partnership's oil and gas properties, is treated as effectively connected with the conduct of a U.S. trade or business for this purpose. Under Internal Revenue Code Section 1446, a partnership in which an interest is held by a foreign person generally is required to deduct and withhold a tax equal to the highest marginal federal income tax rate applicable to the partner multiplied by such partner's allocable share of effectively connected income. In order to comply with this requirement, each participating partnership will withhold the prescribed percentage of the effectively connected income allocated to you unless you properly complete and sign a "FIRPTA Affidavit" certifying your taxpayer identification number and address, and that you are not a foreign person. Amounts withheld will be creditable against a limited partner's federal income tax liability and, if in excess thereof, a refund may be obtained from the Internal Revenue Service by filing a U.S. income tax return. Tax Consequences of Partnership Operations. The federal income tax consequences of the mergers, described above, are in addition to the tax consequences of your status as a partner in a participating partnership for the taxable year ending on the closing date of the mergers. You must include your allocable share of a participating partnership's items of income, gain, loss, deduction and credit for that taxable year, including your allocable share through the closing date of the mergers, on your federal income tax return for that taxable year. That information will be provided to you on a Schedule K-1 as required by tax laws. The results of partnership operations for such period will impact your tax basis in a participating partnership, and your computation of gain or loss resulting from the mergers.
FIRPTA Withholding. At or prior to the Closing, the Buyer shall have received from each Seller a "transferor's certificate of non-foreign status" as provided in the Treasury Regulations under Section 1445 of the Code in the form attached hereto as Exhibit D;
FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to ten percent of the amount of the purchase price plus Partnership liabilities allocable to each Unit purchased, the Letter of Transmittal includes FIRPTA representations certifying the Unit Holder's taxpayer identification number and address and that the Unit Holder is not a foreign person.
FIRPTA Withholding. Unless Seller is not a “foreign person” under the Foreign Investment in Real Property Transfer Act or an exemption applies, the Escrow Holder shall deduct and withhold from Seller’s proceeds ten percent (10%) of the gross sales price and shall otherwise comply with all applicable provisions of the Foreign Investment in Real Property Act and any similar state act. Seller agrees to execute and deliver Exhibit C, as directed by Escrow Holder, or any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of the Foreign Investment in Real Property Act and any similar state act and regulation promulgated thereunder.
FIRPTA Withholding. Unless Old Night shall have received from each of the Stockholders certification signed by such Stockholder to the effect that such Stockholder is not a "foreign person" as defined in Section 1445 of the Code, Old Night shall withhold and remit to the Internal Revenue Service the amount required by Section 1445 of the Code to be withheld with respect to such Stockholder.
FIRPTA Withholding. (a) The Seller shall, within ten (10) Business Days of the date hereof (the “Withholding Application Deadline”), provide the Purchaser with (i) written notice in accordance with U.S. Treasury Regulation Section 1.1445-1(c)(2)(i)(B) that the Seller has submitted an application for a withholding certificate in accordance with Treasury Regulation Section 1.445-2(d)(7) in respect of the sale of the Purchased Shares with the U.S. Internal Revenue Service (the “IRS”) and (ii) a true and complete copy of such application for a withholding certificate with any exhibits and supporting documentation filed with the IRS.
(b) The Purchaser shall not deduct or withhold from the Purchase Price, or other payment otherwise payable pursuant to this Agreement, on account of any taxes under Section 1445 of the U.S. Internal Revenue Code (the “Code”) and shall not report and pay over to the IRS any amount under U.S. Treasury Regulation 1.1445-1(b), unless and until determined otherwise by the IRS in response to the Seller’s submission for a withholding certificate.
(c) The Seller shall notify the Purchaser of any correspondence with the IRS related to the application for a withholding certificate within five (5) Business Days of receiving such correspondence.
(d) For the avoidance of doubt, in the event that the Seller does not comply with Section 2.8(a) or the IRS denies the Seller’s application for a withholding certificate:
(i) the Seller shall indemnify the Purchaser for any Taxes due under Section 1445 of the Code as provided for in Section 8.1(a) of this Agreement and in accordance with U.S. Treasury Regulation Section 1.1445-1(c)(2)(i)(B); and
(ii) the Purchaser shall report and pay over to the IRS such Taxes due under Section 1445 of the Code within (x) twenty days of the Withholding Application Deadline or (y) twenty days of the date of receiving a notification of the IRS’s denial of the Seller’s application, as applicable, and shall file with the IRS complete IRS Forms 8288 and 8288-A, including the Seller’s taxpayer identifying number.
(e) The Seller and the Purchaser agree to fully cooperate with each other and to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance as is reasonably necessary for the preparation or filing of any application or reporting requirement or other requirement described in this Section 2.8.
FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the sum of the Offer Price plus the amount of Company liabilities allocable to each Unit tendered, each Unit holder must complete the FIRPTA Affidavit included in the Letter of Transmittal certifying such Unit holder’s taxpayer identification number and address and that the Unit holder is not a foreign person. (See the Instructions to the Letter of Transmittal and “Section 6. Certain Federal Income Tax Consequences.”)
FIRPTA Withholding. The Company is not a "foreign person" within the meaning of Section 1445 of the Code and Treasury Regulations Sections 1.1445-2.
FIRPTA Withholding. If you are a foreign person and you tender your units, we will be required, in certain instances, to withhold a tax equal to 10% of the amount realized on the sale (i.e., the purchase price plus the partnership liabilities allocable to each unit sold) unless you complete and sign the FIRPTA Affidavit included in the letter of transmittal certifying your TIN and your address and that you are not a foreign person. See the instructions to the letter of transmittal and "
