FIRPTA Statement definition

FIRPTA Statement has the meaning set forth in Section 6.10.

FIRPTA Statement has the meaning set forth in Section 7.05.

FIRPTA Statement means a certificate, dated as of the Closing Date, certifying to the effect that a Stockholder (or the sole beneficial owner of the Stockholder, if the Stockholder is a disregarded entity for U.S. federal income tax purposes) is not a foreign person (such certificate in the form required for an individual or entity, as the case may be, by Treasury Regulation Section 1.1445-2(b)(2)(iv)).

Examples of FIRPTA Statement in a sentence

• At Closing, Seller shall deliver to Closing Agent the following: (i) the Deed; (ii) an Owner's Title Affidavit, or any other documents reasonably requested by the Title Company for the issuance of the Owner's Title Policy; (iii) a FIRPTA Statement; (iv) all required real estate transfer declarations, returns, and/or affidavits; (v) Seller executed counterpart of the closing statement; and (vi) such other documents as are reasonably required by the Title Company or Closing Agent to consummate the Closing.

• Prior to the Effective Time, the Company shall deliver to the Purchaser a statement (FIRPTA Statement) that the Company is not, and within the previous 5 years has not been, a “United States real property holding corporation”, as defined in section 897(c)(2) of the Code at any time during the five-year period ending on the date hereof pursuant to Treasury Regulation section 1.1445-2(c)(3).

• Notwithstanding anything to the contrary contained in this Agreement, if the Company fails to deliver a FIRPTA Statement the Purchaser shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from the Merger Consideration pursuant to this Agreement.

• Acquiror shall rely on the FIRPTA Statement for purposes of availing itself of the exception to withholding set forth in Section 1445(b)(3) of the Code, and the Purchase Price shall be paid by the Acquiror to Seller without any reduction therefrom for the withholding tax imposed by Section 1445(a) of the Code.

• At the Closing: (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Xxxxxxx 0.000 - 0(x)(0)(x) xx xxx Xxxxxx Xxxxxx Treasure Regulations (the "FIRPTA Statement"); and (b) the Company shall deliver to the Internal Revenue Service the notification required under Xxxxxxx 0.000 - 0(x)(0) xx xxx Xxxxxx Xxxxxx Treasury Regulations (the "FIRPTA Notification").

More Definitions of FIRPTA Statement

FIRPTA Statement has the meaning set forth in Section 1.3(b) of this Agreement.

FIRPTA Statement has the meaning assigned to such term in Section 4.7 of the Agreement.

FIRPTA Statement shall have the meaning assigned to it in Section 6.2(l).

FIRPTA Statement means a certificate, dated as of the Closing Date, certifying to the effect that no interest in Holdco is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)).

FIRPTA Statement means a certificate, dated as of the Closing Date, certifying to the effect that no interest in the Company is a U.S. real property interest (such certificate to be in the form required by Treasury Regulation Section 1.897-2(h) and 1.1445-3(c)) and a corresponding notice to the IRS. “Former Holders” means, with respect to any securities of the Company, holders of such securities immediately prior to the Effective Time. “FTC” has the meaning assigned to such term in Section 5.4(a). “Fully Diluted Share Number” means (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than Cancelled Shares but including Dissenting Shares), plus (ii) the aggregate number of shares of Company Common Stock issuable upon conversion of all shares of Series B Preferred Stock outstanding as of immediately prior to the Effective Time (other than Cancelled Shares but including Dissenting Shares), plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Exchanged Options.

FIRPTA Statement has the meaning set forth in Section 6.7. “Foreign Export and Import Law” means any Legal Requirement of a non-U.S. Governmental Entity regulating exports, imports or re-exports to or from such foreign country or jurisdiction, including the export or re-export of any good, hardware, software, service or technical data, including without limitation the Israeli Defense Export Control Law, 2007, the Israeli Trading with the Enemy Ordinance, The Israeli Import-Export Order (Control of Dual Use Goods, Services and Technologies), 2006 and the Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended. “Foreign Governmental Body” means any non-U.S. Governmental Entity, or any corporation or other Entity owned or controlled in whole or in part by any non-U.S. Governmental Entity or any sovereign wealth fund, excluding any Governmental Entity included in the government of the United States. “Foreign Official” means: (a) any officer or employee of a Foreign Governmental Body or any department, agency or instrumentality thereof (including a state-owned or state-controlled Entity); (b) any officer or employee of a public international organization; (c) any Person acting in an official capacity for or on behalf of any such Foreign Governmental Body or department, agency or instrumentality thereof, or for or on behalf of any public international organization or any political party; or (d) any party official or candidate of any party, excluding, in each case, any official of the government of the United States.

FIRPTA Statement means certificate described in Treasury Regulations Section 1.1445-2(b)(2) stating that the Company is not a foreign person.