FIRPTA Statement definition

FIRPTA Statement has the meaning set forth in Section 6.10.

FIRPTA Statement means a certificate, dated as of the Closing Date, certifying to the effect that a Stockholder (or the sole beneficial owner of the Stockholder, if the Stockholder is a disregarded entity for U.S. federal income tax purposes) is not a foreign person (such certificate in the form required for an individual or entity, as the case may be, by Treasury Regulation Section 1.1445-2(b)(2)(iv)).

FIRPTA Statement has the meaning set forth in Section 1.3(b) of this Agreement.

Examples of FIRPTA Statement in a sentence

• At Closing, Seller shall deliver to Closing Agent the following: (i) the Deed; (ii) an Owner's Title Affidavit, or any other documents reasonably requested by the Title Company for the issuance of the Owner's Title Policy; (iii) a FIRPTA Statement; (iv) all required real estate transfer declarations, returns, and/or affidavits; (v) Seller executed counterpart of the closing statement; and (vi) such other documents as are reasonably required by the Title Company or Closing Agent to consummate the Closing.

• In the event of a transfer of ownership of Shares that are not registered in the transfer records of HoldCo, the Merger Consideration may be issued to a transferee only if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer including, if able to be provided, a FIRPTA Statement and by evidence that any applicable stock transfer Taxes have been paid.

• At the Closing: (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Xxxxxxx 0.000 - 0(x)(0)(x) xx xxx Xxxxxx Xxxxxx Treasure Regulations (the "FIRPTA Statement"); and (b) the Company shall deliver to the Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations (the "FIRPTA Notification").

• Notwithstanding anything to the contrary contained in this Agreement, if the Company fails to deliver a FIRPTA Statement the Purchaser shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from the Merger Consideration pursuant to this Agreement.

• Prior to the Effective Time, the Company shall deliver to the Purchaser a statement (FIRPTA Statement) that the Company is not, and within the previous 5 years has not been, a “United States real property holding corporation”, as defined in section 897(c)(2) of the Code at any time during the five-year period ending on the date hereof pursuant to Treasury Regulation section 1.1445-2(c)(3).

More Definitions of FIRPTA Statement

FIRPTA Statement has the meaning set forth in Section 7.07.

FIRPTA Statement has the meaning assigned to such term in Section 4.7 of the Agreement.

FIRPTA Statement shall have the meaning set forth in Section 6.6 hereof.

FIRPTA Statement means a certificate, dated as of the Closing Date, certifying to the effect that no interest in the Company is a United States real property interest within the meaning of Section 897(c) of the Code (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)).

FIRPTA Statement shall have the meaning set forth in Section 4.9.

FIRPTA Statement means an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h) for purposes of satisfying Buyer's obligations under Treasury Regulation Sections 1.1445-1 and 1.1445-2.

FIRPTA Statement has the meaning set forth in Section 2.2(k).