FIRPTA Certification definition

FIRPTA Certification has the meaning set forth in Section 8.9(f).
Sample 1
FIRPTA Certification. M" Notice to Tenants "N" Personal Property Not Included in Sale "O" Management Agreement "P" New License Agreement "Q" Sellers' Repairs and Improvements
Sample 1
FIRPTA Certification means a certification of Seller 1’s non-foreign status, dated as of the Closing Date and in form and substance as provided in Treasury Regulations section 1.1445-2(b)(2), that Buyer is exempt from withholding any portion of the Estimated Purchase Price or Adjusted Purchase Price allocated to Seller 1. “Fundamental Representations” means those representation set forth in Sections 2.1 (Sellers’ Organization, Qualification, Power), 2.2 (Sellers’ Authority), 2.6 (Title to and Sufficiency of Assets), 2.22 (Brokers’ Fees), 3.1 (Buyer’s Organization), 3.2 (Buyer’s Authority), and 3.7 (Buyer’s Due Diligence). “GAAP” means United States generally accepted accounting principles, applied on a consistent basis throughout the period involved. “Government Contract” means any Contract (including any prime contracts, grants, cooperative agreements, cooperative research and development agreements, “other transactions” authorized by 10 U.S.C. Section 2371, technology investment agreements, subcontracts at any 72
Sample 1

Examples of FIRPTA Certification in a sentence

  • Each tendering Holder that is a U.S. Holder (as defined in the Offer to Purchase) is required to provide the Depositary with a completed FIRPTA Certification of Non-Foreign Status, which is included in this Letter of Transmittal.

  • If FIRPTA does not apply (i.e. seller is not a foreign person), then Seller shall, upon Buyer’s request, complete, sign, and deliver to 269 Buyer a FIRPTA Certification of Non Foreign Status (“the Certificate”) prior to Closing.

  • A Seller who cannot provide a Seller FIRPTA Certification may apply to the IRS for a reduced withholding certificate.

  • Sellers are able to provide certification to the buyer that the seller is not a foreign person subject to withholding (commonly referred to as a "Seller FIRPTA Certification"), and in those instances where the certification correctly provides certain information, the transaction will be exempt from withholding.

  • The purpose of the FIRPTA Certification of Non-Foreign Status is to allow U.S. Holders to certify that they are not foreign persons so that the 10% FIRPTA withholding tax will not be imposed on the proceeds from their tendered Convertible Notes.

  • If Seller is not a foreign person or entity, then Seller will execute and deliver to Closing Agent before Closing a FIRPTA Certification confirming Seller’s non-foreign status.

  • Each tendering U.S. Holder is required to provide the Depositary with a completed FIRPTA Certification of Non-Foreign Status which is provided under in this Letter of Transmittal.


More Definitions of FIRPTA Certification

FIRPTA Certification has the meaning assigned by Section 5.5(d).
Sample 1
FIRPTA Certification means a FIRPTA Certification in the form attached hereto as Exhibit 1.21.
Sample 1
FIRPTA Certification means a certification of U.S. Seller’s non-foreign status, dated as of the Closing Date and in form and substance as provided in Treasury Regulations section 1.1445-2(b)(2), that Buyer is exempt from withholding any portion of the Purchase Price allocated to U.S. Seller.
Sample 1
FIRPTA Certification means a certification in the form of Exhibit E, verified as true and signed and sworn to under penalty of perjury by a duly authorized officer of Borrower.
Sample 1

Related to FIRPTA Certification

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].

  • Back-Up Certification As defined in Section 13.06.

  • Interim Certification As defined in Section 2.02.

  • FIRPTA Affidavit means the Foreign Investment in Real Property Tax Act Certification and Affidavit, substantially in the form of Exhibit D hereto.

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • FIRPTA means the Foreign Investment in Real Property Tax Act.

  • Delay Delivery Certification As defined in Section 2.02(a) hereof.

  • Form 10-K Certification As defined in Section 4.03(e).

  • Affidavit of Small Business Enterprise Certification means the fully completed, signed, and notarized affidavit that must be submitted with an application for SBE certification. Representations and certifications made by the applicant in this Affidavit are made under penalty of perjury and will be used and relied upon by City to verify SBE eligibility and compliance with SBE certification and documentation requirements.

  • Citizenship Certification means a properly completed certificate in such form as may be specified by the General Partner by which an Assignee or a Limited Partner certifies that he (and if he is a nominee holding for the account of another Person, that to the best of his knowledge such other Person) is an Eligible Citizen.

  • NRSRO Certification A certification executed by a NRSRO in favor of the Issuer and the Information Agent that states that such NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Final Certification As defined in Section 2.02(a) hereof.

  • Sarbanes-Oxley Certification As defined in Section 11.05.

  • Sxxxxxxx-Xxxxx Certification As defined in Section 11.09.

  • Tax Certificate means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower.

  • Form W-8ECI means Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) of the Department of the Treasury of the United States of America, and any successor form.

  • CEC Certification and Verification means that the CEC has certified (or, with respect to periods before the Project has commenced commercial operation (as such term is defined by and according to the CEC), that the CEC has pre-certified) that the Project is an ERR for purposes of the California Renewables Portfolio Standard and that all Energy produced by the Project qualifies as generation from an ERR for purposes of the Project.

  • Exemption Certificate is defined in clause (e) of Section 4.6.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Responsible Officer Certification means, with respect to the financial statements for which such certification is required, the certification of a Responsible Officer of the Borrower that such financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated and its consolidated income and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

  • Xxxxxxxx-Xxxxx Certification As defined in Section 11.05.