FIRPTA Statement definition

FIRPTA Statement has the meaning set forth in Section 6.10.

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FIRPTA Statement has the meaning set forth in Section 7.05.

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)).

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.

• 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.

• 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 ▇▇▇▇▇▇▇ ▇.▇▇▇ - ▇(▇)(▇)(▇) ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Treasure Regulations (the "FIRPTA Statement"); and (b) the Company shall deliver to the Internal Revenue Service the notification required under ▇▇▇▇▇▇▇ ▇.▇▇▇ - ▇(▇)(▇) ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Treasury Regulations (the "FIRPTA Notification").

• 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 1.3(b) of this Agreement.

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

FIRPTA Statement means a certificate, issued by Seller pursuant to Treasury Regulations Section 1.1445-2(b) signed by Seller and in form and substance reasonably satisfactory to Purchaser, certifying that Seller is not a foreign person within the meaning of Section 1445 of the Code.

FIRPTA Statement shall have the meaning assigned to it in Section 6.2(l).

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

FIRPTA Statement has the meaning set forth in Section 6.7. “Foreign Export and Import Law” means any Legal Requirement of a non-U.S. Governmental Entity regulating exports, imports or re-exports to or from such foreign country or jurisdiction, including the export or re-export of any good, hardware, software, service or technical data, including without limitation the Israeli Defense Export Control Law, 2007, the Israeli Trading with the Enemy Ordinance, The Israeli Import-Export Order (Control of Dual Use Goods, Services and Technologies), 2006 and the Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended. “Foreign Governmental Body” means any non-U.S. Governmental Entity, or any corporation or other Entity owned or controlled in whole or in part by any non-U.S. Governmental Entity or any sovereign wealth fund, excluding any Governmental Entity included in the government of the United States. “Foreign Official” means: (a) any officer or employee of a Foreign Governmental Body or any department, agency or instrumentality thereof (including a state-owned or state-controlled Entity); (b) any officer or employee of a public international organization; (c) any Person acting in an official capacity for or on behalf of any such Foreign Governmental Body or department, agency or instrumentality thereof, or for or on behalf of any public international organization or any political party; or (d) any party official or candidate of any party, excluding, in each case, any official of the government of the United States.

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.