Seller's Non-Foreign Status Sample Clauses

Seller's Non-Foreign Status. Seller represents and warrants that Seller is not a "foreign person," as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and in the Rules and Regulations promulgated by the Treasury Department with respect thereto (collectively, "Federal Tax Law"). Therefore, at the Closing, Seller will deliver to Purchaser a Certificate of Non-Foreign Status in the form attached hereto as Exhibit E and incorporated herein for reference purposes, subscribed and sworn to by Seller, complying with Federal Tax Law (the "Certificate as to Non-Foreign Status"). If Purchaser has reason to believe that Seller is a "foreign person" or if Seller fails to deliver the Certificate as to Non-Foreign Status at the Closing, subscribed and sworn to as described above, then, in either such event, the Title Company is hereby authorized to withhold from the Purchase Price otherwise payable to Seller, all sums required to be withheld by Purchaser under Federal Tax Law (and if the cash portion of the Purchase Price is insufficient for such purpose, then Seller shall deliver the shortfall in cash into escrow with the Title Company at Closing), and the Title Company will deliver such amount withheld (and/or delivered by Seller) to the Internal Revenue Service together with the appropriate forms prescribed by the U.S. Department of the Treasury, with copies being contemporaneously sent to both Seller and Purchaser.