FIRPTA Statement. On the Closing Date, the Company shall deliver to Parent (i) a certificate of the Company (in accordance with Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h)) and in a form reasonably acceptable to Parent, dated as of the Closing Date and signed by a responsible officer of the Company, stating that the interests in the Company are not, and have not been at any time during the five (5) years preceding the date of such certificate, United States real property interests, as defined in Section 897(c)(1) of the Code, and (ii) a notice, prepared in accordance with Treasury Regulations Section 1.897-2(h)(2), in form reasonably acceptable to Parent, duly executed under penalties of perjury, and acknowledged and dated as of the Closing Date, to be mailed (together with copies of the certificate described in the foregoing clause (i)) to the IRS in accordance with Treasury Regulation Section 1.897-2(h)(2) (collectively, the “FIRPTA Statement”).
Appears in 2 contracts
Sources: Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.)