Tax Withholding Certificates. (a) At or prior to the Closing, each Blocker shall provide nCino with a certificate, duly executed and acknowledged by such Blocker, in the form and substance required by the Treasury Regulations promulgated under Section 897 and Section 1445 of the Code, certifying that such Blocker is not, and has not been within the applicable period set forth in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; provided that nCino’s sole remedy for failure to provide the deliverables specified in this Section 7.12(a) shall be to withhold such amounts as are required by applicable Tax Law.
(b) At or prior to the Closing, the Company shall provide nCino with respect to each holder of Company Units (other than the Blockers) either (i) a valid IRS Form W-9 from such holder in accordance with Treasury Regulations Section 1.1446(f)-2(b)(2) or (ii) a duly executed certification from the Company or such holder (including any additional required forms, certifications or documents), in accordance with Treasury Regulation Section 1.1446(f)-2(c) and in form and substance reasonably satisfactory to nCino, that will enable nCino to determine the correct amount to withhold from all payments to such holder under this Agreement.
Tax Withholding Certificates. On or prior to the Closing Date, the Seller and Logistics shall deliver or cause to be delivered to the Purchaser a certificate or certificates in compliance with Treasury Regulation under Section 1445, establishing that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code in the form or forms attached hereto as Exhibit B (the “FIRPTA Certificates”).
Tax Withholding Certificates. A certificate executed by Seller certifying both (a) the information required by Section 1445 of the Internal Revenue Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer’s tax withholding obligations, that Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445(f), and (b) that Seller in California, for the purposes of avoiding Buyer’s tax withholding obligations pursuant to Section 18662 of the California Revenue and Taxation Code, in the form attached hereto as Schedule 8 (“Tax Withholding Certificate”);
