Closing Tax Certificate definition

Closing Tax Certificate means a certificate of Seller providing that it is not a foreign person within the meaning of Code Section 1445 and substantially in the form of Exhibit E to be executed at the Closing.
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Closing Tax Certificate means that certain Closing Tax Certificate, substantially in the form of Exhibit C, to be executed at the Closing.
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Closing Tax Certificate shall have the meaning set forth in Section 9(g).
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Examples of Closing Tax Certificate in a sentence

  • At the Closing, the Seller shall deliver to the Buyer a Closing Tax Certificate with respect to each applicable transferor, signed under penalties of perjury (i) stating that such transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the Code and the regulations promulgated thereunder.

  • A Closing Tax Certificate, duly executed on behalf of the applicable transferor.

  • In rendering such opinion, Xxxxxx & Xxxxxxx LLP or Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, as applicable, shall be entitled to receive and rely upon representations, warranties and covenants of officers of Acquiror, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such legal counsel, including the Acquiror Closing Tax Certificate and the Company Closing Tax Certificate.

  • At the Closing, each of the Sellers shall deliver to the Buyer a Closing Tax Certificate, signed under penalties of perjury (i) stating it is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number and (iii) providing its address, all pursuant to Section 1445 of the Code and the regulations promulgated thereunder.

  • On the Closing Date, Seller shall deliver to Buyer the Closing Tax Certificate (substantially in the form attached hereto as Exhibit D) (i) stating it is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Number, and (iii) providing its address, all pursuant to Section 1445 of the Code.

  • In rendering such opinion, legal counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of Acquiror, Merger Sub and the Company and any of their respective Affiliates and Representatives, in each case, in form and substance reasonably satisfactory to such legal counsel, including the Acquiror Closing Tax Certificate and the Company Closing Tax Certificate.


More Definitions of Closing Tax Certificate

Closing Tax Certificate means that certain Closing Tax Certificate, substantially in the form of Exhibit C, to be executed at the Closing. “Code” means the Internal Revenue Code of 1986, as amended, or any successor Law.
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Closing Tax Certificate has the meaning set forth in Section 20.7(j).
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Closing Tax Certificate means those certain Closing Tax Certificates substantially in the forms of Exhibit K-1 through K-5, to be executed at the Closing.
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Closing Tax Certificate has the meaning set forth in Section 20.7(j). “Closing Tax Opinion” has the meaning set forth in Section 21.13.
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Closing Tax Certificate has the meaning set for in Section 1.07(d).
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Closing Tax Certificate means a certificate substantially in the form of Exhibit J.
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Related to Closing Tax Certificate

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Exemption Certificate is defined in clause (e) of Section 4.6.

  • Solvency Certificate means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).