Seller Not a Foreign Person. Seller is not a “foreign person” which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.
Seller Not a Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.
Seller Not a Foreign Person. Seller is not a foreign person (as that term is defined in the Internal Revenue Code and Income Tax Regulations) and Seller agrees to execute a certification of nonforeign status pursuant to Section 1445 of the Internal Revenue Code prior to Closing.
Seller Not a Foreign Person. Neither Seller nor the owner of --------------------------- beneficial title to the Property is a "foreign person" which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.
Seller Not a Foreign Person. Neither entity comprising Seller is a disregarded entity as defined in Treasury Regulation section 1.1445-2(b)(2)(iii) nor a “foreign person” which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.
Seller Not a Foreign Person. Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. Seller’s representations and warranties set forth in this Paragraph 12 shall survive the Close of Escrow for a period of six (6) months subject to the limitations of Paragraph 18(a). Anything herein to the contrary notwithstanding, but subject to Seller’s obligation to reimburse Buyer for its reasonable out-of-pocket expenses in accordance to the terms and conditions of Paragraph 18(a), if Buyer becomes aware of any information prior to the Close of Escrow which renders any of the above representations and warranties of Seller inaccurate or incomplete, such representations and warranties shall be deemed modified to reflect the disclosure of such information (except for purposes of Paragraph 5(a)(i)). Whenever the phrase “to Seller’s actual knowledge” is used in this Agreement, such phrase shall mean and refer to the present actual knowledge, without taking into account any constructive or imputed knowledge, of Cxxxx Hamburg, the individual within Seller’s organization with the most knowledge of the matters contained herein, without any duty of inquiry or investigation. Buyer acknowledges that the individual named above is named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Buyer. Buyer covenants that it will bring no action of any kind against such individual arising out of these representations and warranties.
Seller Not a Foreign Person. Seller is not a "foreign person" which --------------------------- would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended. At Closing, Seller shall reaffirm to Purchaser that all such representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing, except for any changes in any such representations or warranties that occur and are disclosed by Seller to Purchaser expressly and in writing at any time and from time to time prior to Closing upon their occurrence, which disclosures shall thereafter be updated by Seller to the date of Closing. If there is any change in any representations or warranties and Seller does not cure or correct such changes prior to Closing, then Purchaser may, at Purchaser's option, (i) close and consummate the transaction contemplated by this Agreement, except that after such closing and consummation Purchaser shall have the right to seek actual monetary damages from Seller for any such changes willfully caused by Seller or any such representations or warranties willfully breached by Seller, or (ii) terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be immediately returned to Purchaser, and thereafter the parties hereto shall have no further rights or obligations hereunder, except only (1) for such rights or obligations that, by the express terms hereof, survive any termination of this Agreement and (2) that Purchaser shall have the right to seek actual monetary damages from Seller for any changes in such representations and warranties willfully caused by Seller or any such representations and warranties willfully breached by Seller. Purchaser shall not have the right to seek or recover consequential damages arising from Seller's breach or default under this Agreement. As used herein, the term "to the best of Seller's knowledge" or similar phrase shall mean the actual knowledge of Xxx XxXxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx XxXxxxxxx and Xxxxxx Xxxx.
Seller Not a Foreign Person. NGP and AGC each represents and warrants that neither it nor any of the other Sellers is a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.
Seller Not a Foreign Person. Seller is not a "foreign person" --------------------------- which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended. AS A CONDITION PRECEDENT TO SELLER'S UNDERTAKINGS AND AGREEMENTS HEREUNDER, SELLER EXPRESSLY DISCLAIMS AND PURCHASER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED MAKING ANY REPRESENTATIONS, WARRANTIES, OR ASSURANCES WITH RESPECT TO THE PROPERTY OTHER THAN AS SPECIFICALLY SET OUT HEREIN. OTHER THAN AS SPECIFICALLY SET OUT HEREIN, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY IT WILL RELY UPON ITS INSPECTIONS THEREOF OR ITS DETERMINATIONS NOT TO INSPECT THE SAME, AND UPON CLOSING SHALL ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, WITH ALL FAULTS, AND WITHOUT REFERENCE TO MERCHANTABILITY OR FITNESS FOR ANY SPECIFIC PURPOSE.
Seller Not a Foreign Person. Seller is not a "foreign person" --------------------------- which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended. At Closing, Seller shall represent and warrant to Purchaser that all representations and warranties of Seller in this Agreement remain true and correct as of the date of the Closing, except for any changes in any such representations or warranties that occur and are disclosed by Seller to Purchaser expressly and in writing at any time and from time to time prior to Closing upon their occurrence, which disclosures shall thereafter be updated by Seller to the date of Closing. Subject to the limitations set forth elsewhere in this Agreement, each and all of the express warranties, covenants, and indemnifications made and given by Seller to Purchaser herein shall survive the execution and delivery of the closing documents by Seller to Purchaser. If there is any change in any representations or warranties, Seller shall cure or correct such changes prior to Closing or post security acceptable to Title Company pending resolution of such cure or correction. Any reference in this Paragraph 11 to the "best of Seller's knowledge" shall mean the actual knowledge of Xxxx X. XxXxxxxx, Senior Vice President of Xxxxxx Micro Inc., and/or Xxxxxxx Xxxxx, Managing Director of the Property, without any independent investigation or research.
