Common use of An Affidavit Clause in Contracts

An Affidavit. from Seller and any other parties required pursuant to Section 1445 of the Internal Revenue Code of 1986 (the "INTERNAL REVENUE CODE") and/or regulations relating thereto stating, under penalties of perjury, (a) that neither Seller nor any other party so swearing is a foreign person within the meaning of Section 1445 of the Internal Revenue Code, (b) the U.S. taxpayer identification number of Seller and such other parties, if any, (c) the home address of Seller and such other parties (or the business address if any such party is not an individual), and (d) such other information as may be required by regulations enacted by the Department of Treasury, in connection with Section 1445 of the Internal Revenue Code. An executed counterpart of this Affidavit will be furnished to the Internal Revenue Service and Purchaser at Closing. In the event Seller fails to deliver such Affidavit at Closing or Seller delivers such Affidavit but Purchaser has actual knowledge that such Affidavit is false or Purchaser receives notice that the Affidavit is false from any agent of Purchaser or Seller, Purchaser shall be entitled to withhold from the Purchase Price a sum equal to ten percent (10%) of the total amount which otherwise would have been realized by Seller from the sale contemplated by this Agreement, or such other amount as is required by applicable regulation, which sum will be paid by Purchaser to the United States Treasury pursuant to the requirements of Section 1445 of the Internal Revenue Code and the regulations relating thereto;