United States Real Property Holding Company Sample Clauses

United States Real Property Holding Company. (i) The Company is not now and has never been a “United States real property holding corporation,” as defined in §897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation §1.897-2(b), and the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns, which are required under Treasury Regulation §1.897-2(h). (ii) The Company hereby agrees to provide prompt notice to each Purchaser following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation. In addition, upon a written request by a Purchaser, the Company shall provide such Purchaser with a written statement informing the Purchaser whether the Purchaser’s interest in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to the Purchaser shall be delivered to the Purchaser within ten (10) Business Days of the Purchaser’s written request therefor. For purposes of this Agreement, “Business Day” means a day that is not a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.
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United States Real Property Holding Company. The Company has not been a United States real property holding company within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii).
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United States Real Property Holding Company. Neither the Surviving Corporation nor the Company, as of the Effective Time and for thirty days prior thereto, is or has been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code), and the Holders Stock to be acquired by the Holders, at the Effective Time, does not constitute a United States real property interest (as defined in Section 897(c)(1)(A)(ii) of the Code) ("USRPHC Condition Precedent"). To assure that the USRPHC Condition Precedent has been met the following shall be delivered to the Holders at Closing: (i) an opinion of counsel to the Surviving Corporation on a "will" basis (which opinion shall be dated the Closing Date and may be based on representations of fact made under penalties of perjury by 12 16 responsible officers of the Company and/or responsible officers of Terremark as defined under Treas. Reg. ss. 1.897-2(h)) and confirming the satisfaction of the USRPHC Condition Precedent (the form and content of which and the counsel rendering the opinion to be reasonably satisfactory to the Holders and their counsel); (ii) a statement under Treas. Reg.xx. 0.897-2(g)(1)(ii) executed by a responsible corporate officer of the Surviving Corporation to the Holders conforming with Treas. Reg. Section 1.897-2(h) to the effect that the Surviving Corporation is not a United States real property holding corporation as defined above and the Holders Stock being delivered to the Holders pursuant to the Merger Agreement is not a United States real property interest (as defined above) (in each case as of the Effective Time), together with a Notice to the U.S. Internal Revenue Service concerning the issuance of same which shall be forwarded to the IRS by legally authorized means on the Closing date; and (iii) a pro forma balance sheet of the Surviving Corporation dated as of the Closing date (or applicable determination date if other than the Closing Date), certified, under penalties of perjury, by a responsible officer as that term is defined under Treasury Regulation ss. 1.897-2(h), demonstrating that the USRPHC Condition Precedent has been satisfied (all of the foregoing documents referred to in clauses (i), (ii) and (iii) being hereinafter referred to as the "Supporting Documents").
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United States Real Property Holding Company. Upon the request of any Investor, the Company shall provide (a) a statement (in such form as may be reasonably requested by such Investor) conforming to the requirements of Section 1.897-2(h)(1)(i) and 1.1445-2(c)(3)(i) of the Treasury Regulations certifying that interests in the Company do not constitute “United States real property interests” under Section 897(c) of the Internal Revenue Code of 1986, as amended, and (b) evidence in form and substance satisfactory to such Investor that the Company has delivered to the Internal Revenue Service the notification required under Section 1.897-2(h)(2) of the Treasury Regulations.
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United States Real Property Holding Company. The Company is not now and has never been a "United States real property holding corporation," as defined in Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.897-2(b), and the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns, which are required under Treasury Regulation Section 1.897-2(h).
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United States Real Property Holding Company. Neither the Company nor any of the Company Subsidiaries is or has been a United States real property holding company within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
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United States Real Property Holding Company. The Company shall notify the Investors promptly following any “determination date” (as defined in Treasury Regulations section 1.897-2(c)(1)) or otherwise within five (5) business days of becoming aware that the Company is, or is reasonably likely to be, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. In addition, at any time upon an Investor’s request, the Company shall issue a statement to such Investor, in form and substance as described in Treasury Regulations sections 1.897-2(h)(1) and 1.1445-2(c) (or any successor regulations) and signed under penalties of perjury, regarding whether any interest in the Company constitutes a “U.S. real property interest” within the meaning of Section 897(c) of the Code, together with an executed notice to the IRS described in Treasury Regulations section 1.897-2(h)(2) (or any successor regulation). Such statement shall be delivered within ten (10) days of such Investor’s written request therefor.
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United States Real Property Holding Company. The Company shall use its best efforts to ensure that it does not at any time in the future become a United States real property holding corporation ("USRPHC") and from time to time, upon request of any Purchaser shall make a determination as to its status as a USRPHC. If at any time in the future the Company should become a United States real property holding corporation, the Company shall, as promptly as possible, notify the Purchasers of such change in status.
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United States Real Property Holding Company. No member of the Acquired Group is or has been a United States real property holding company within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. No Tax is required to be withheld pursuant to §1445 of the Code as a result of any of the transfers contemplated by this Agreement.
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Related to United States Real Property Holding Company

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Public Utility Holding Company Act Neither the Company nor any of its Subsidiaries is a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Public Utility Holding Act None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

  • Bank Holding Company Act Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

  • Investment Company Act; Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Margin Regulations; Investment Company Act; Public Utility Holding Company Act (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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