Section 1445 Clause Samples
Section 1445 refers to a provision in the U.S. Internal Revenue Code that requires buyers of U.S. real property interests from foreign persons to withhold a portion of the sales proceeds and remit it to the IRS. In practice, this means that when a foreign seller disposes of real estate in the United States, the buyer must generally withhold 15% of the gross sales price to ensure the seller’s potential tax liability is covered. This clause is designed to ensure the collection of U.S. capital gains tax from foreign sellers, addressing the risk that such sellers might otherwise leave the country without paying the required taxes.
POPULAR SAMPLE Copied 6 times
Section 1445. At the Closing, Seller shall deliver to Buyer an affidavit of Seller, in a form reasonably satisfactory to Buyer, stating under penalties of perjury the Seller's U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code.
Section 1445. Buyer shall not be permitted to withhold, under Code Section 1445, from payments to be made pursuant to any transaction contemplated by this Agreement, provided that Seller delivers to Buyer a properly completed Certificate of Non-Foreign Status substantially in the form attached hereto as Exhibit 7.13.
Section 1445. Seller is not a “foreign person” as such term is defined under Section 1445 of the Internal Revenue Code.
Section 1445. The Seller shall furnish to the Buyer on or before the Closing Date a non-foreign person affidavit as required by Section 1445 of the Code.
Section 1445. On or prior to the Closing Date, the Company shall deliver a true and accurate certification satisfying the requirements of Section 1.1445-2(c)(3) of the Treasury Regulations. In compliance with Section 1.897-2(h)(2) and Section 1.1445-2(c)(3) of the Treasury Regulations, notification that such certification has been given shall be made to the IRS.
Section 1445. 12 Participation in the apprenticeship program shall be completely voluntary.
Section 1445. (a) The parties shall comply with the provisions of Code Section 1445 and applicable Treasury Regulations issued thereunder. If the Seller is a U.S. person for Code Section 1445 purposes, then on demand of the Buyer and prior to dosing the Seller shall provide the Buyer with a certificate of non-foreign status in the manner provided in Treasury Regulations
Section 1. 1445-2. If the Seller provides the Buyer with such certificate, and if the Buyer is otherwise permitted to rely on such certificate under those Regulations, the Buyer shall not withhold under Code Section 1445.
(b) If the Seller is a 'foreign person' as defined by the Code, the Buyer generally is required to withhold 10% of the gross sales price from the Seller at closing and to pay the withheld amount over to the Internal Revenue Service (IRS) unless an applicable exemption from withholding or a limitation on the amount to be withheld is available. To the extent that the cash to be paid over to the Seller at closing is insufficient to cover the Buyer's withholding obligation, the Seller shall provide to the Buyer at closing cash equal to such excess for purposes of making such withholding payment. If the Seller's federal income tax on the gain is less than the applicable withholding amount, the Seller may make advance application to the IRS for reduced withholding and, if granted, the Buyer shall withhold only the authorized reduced amount. If such ruling has not been received by closing, the parties at closing shall enter into an escrow agreement reasonably satisfactory to the Buyer and Seller pending receipt of the ruling, provided that at closing the Seller shall have the obligation to provide to the escrow agent from the closing proceeds (or from the Seller's other resources if necessary) cash equal to the maximum required withholding, with any excess withholding being refundable to the Seller upon receipt of a favorable ruling from the IRS.
(c) Buyer and Seller understand that the IRS requires the Buyer and the Seller to have a U.S. federal taxpayer identification number and to supply that number on the foregoing forms. A foreign individual may acquire an International Taxpayer Identification Number for this purpose. Since it may take several weeks to receive the number after application and the IRS will not process these forms without the actual number, a party lacking a TIN is advised to apply immediately. The Seller's TIN is ▇▇-▇▇▇-▇▇▇▇. The Buyer's TIN is 90- 0193359.
Section 1445. The Seller is not a foreign person within the meaning of Section 1445 of the Code.
Section 1445. At the Closing, the Sole Stockholder shall deliver to NETGEAR an affidavit of the Sole Stockholder, in a form reasonably satisfactory to NETGEAR, stating under penalties of perjury the Sole Stockholder’s U.S. taxpayer identification number and that the Sole Stockholder is not a foreign person within the meaning of Section 1445(b)(2) of the Code.
Section 1445. Seller shall furnish to Buyer in Escrow by Close of Escrow a sworn affidavit, in the form of Exhibit H (the "Non-Foreign Affidavit") in accordance with Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the "Code").