FIRPTA Certification. On the Acceptance Date and immediately prior to the Effective Time, the Company shall provide to Parent a certification that stock in the Company is not a U.S. real property interest because the Company is not, and has not been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The Company shall timely deliver to the Internal Revenue Service the notification required under Treasury Regulation Section 1.897-2(h)(2).
Appears in 2 contracts
Sources: Merger Agreement (Ebro Puleva Partners G.P.), Merger Agreement (Riviana Foods Inc /De/)
FIRPTA Certification. On Upon expiration of the Acceptance Date Offer and immediately prior to the Effective Time, the Company shall provide to Parent a certification that stock in the Company is not a U.S. real property interest because the Company is not, and has not been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The Company shall timely deliver to the Internal Revenue Service the notification required under Treasury Regulation Section 1.897-2(h)(21.897-(2)(h)(2).
Appears in 2 contracts
Sources: Merger Agreement (NCS Healthcare Inc), Merger Agreement (Omnicare Inc)
FIRPTA Certification. On the Acceptance Expiration Date and immediately prior to the Effective Time, the Company shall provide to Parent Buyer and to the members of Buyer a certification that stock in the Company is not a U.S. real property interest because the Company is not, and has not been, a "“United States real property holding corporation" ” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Such certification shall be in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The Company shall timely deliver to the Internal Revenue Service Services the notification required under Treasury Regulation Section 1.897-2(h)(21.897-(2)(h)(2).
Appears in 2 contracts
Sources: Merger Agreement (Fidelio Acquisition Co LLC), Merger Agreement (Intertrust Technologies Corp)