Withholding Certificate. Prior to Closing, the SPE shall deliver to the Operating Partnership such forms and certificates, duly executed and acknowledged, in form and substance reasonably satisfactory to the Operating Partnership (including any relevant forms or certificates provided to the SPE by the holder of SPE LLC Interests), certifying that the payment of consideration in the Merger is exempt from withholding under Section 1445 of the Code and any similar withholding rules under applicable state or local Tax laws.
Appears in 12 contracts
Samples: Merger Agreement (Younan Properties Inc), Merger Agreement (Younan Properties Inc), Merger Agreement (Younan Properties Inc)
Withholding Certificate. Prior to Closing, the SPE shall deliver to the Operating Partnership such forms and certificates, duly executed and acknowledged, in form and substance reasonably satisfactory to the Operating Partnership (including any relevant forms or certificates provided to the SPE by the holder of SPE LLC Equity Interests), certifying that the payment of consideration in the Merger is exempt from withholding under Section 1445 of the Code and any similar withholding rules under applicable state state, local or local foreign Tax lawsLaws.
Appears in 4 contracts
Samples: Merger Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.)
