Xxxxxx Xxxxxx Person. 28 Value........................................................................ 28 Variable Pass-Through Rate................................................... 29
Xxxxxx Xxxxxx Person. Each Entity and each Seller is a "United States Person" within the meaning of Section 1445(f)(3) of the Code, as amended, and shall execute and deliver an "Entity Transferor" certification (as defined in the Contribution Agreement) at Closing.
Xxxxxx Xxxxxx Person. 56 VA............................................................................................... 56
Xxxxxx Xxxxxx Person. 33 Value ........................................................... 34
Xxxxxx Xxxxxx Person. 33 ARTICLE II
Xxxxxx Xxxxxx Person. Such Purchaser is a “United States person” within the meaning of Section 7701(a)(30) of the Code.
Xxxxxx Xxxxxx Person. The Initial Class A Equity Investor is a disregarded entity with respect to which its sole member is a United States person not subject to withholding under Code Section 1446. Each other Class A Equity Investor is either (i) a United States person not subject to withholding under Code Section 1446 or (ii) a disregarded entity with respect to which its sole member is a United States person not subject to withholding under Code Section 1446.
Xxxxxx Xxxxxx Person. 42 USAP.................................................................. 42
Xxxxxx Xxxxxx Person. If the Share Acquiror is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code), the Share Acquiror hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Share Acquiror’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Share Acquiror’s jurisdiction.
Xxxxxx Xxxxxx Person. Such Seller is a United States person, as defined in Section 7701(a)(30) of the Code.
