FIRPTA Statements Clause Samples

The FIRPTA Statements clause requires parties involved in a real estate transaction to address the Foreign Investment in Real Property Tax Act (FIRPTA) compliance. Typically, the seller must declare whether they are a foreign person or entity, often by providing a signed affidavit or certification to the buyer. This process ensures that the buyer knows whether they are required to withhold a portion of the sale proceeds for tax purposes under FIRPTA. The clause's core function is to ensure compliance with federal tax law and to clarify the parties' responsibilities, thereby preventing unexpected tax liabilities or penalties.
FIRPTA Statements. On the Closing Date, each Company shall deliver to Verano: (a) a certificate, dated as of the Closing Date, certifying to the effect that no interest in such Company is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and Temporary Treasury Regulation Section 1.1445-11T(d)(2)(i)); (b) a properly prepared and executed IRS Form W-9 for POR Holdings and for each Member of such Company provided such Member is a U.S. person for U.S. federal income tax purposes; and (c) to the extent applicable, a properly prepared and executed Notice of No Realized Gain within the meaning of Proposed Treasury Regulation section 1.1446(f)-2(b) or, to the extent applicable, a certification of maximum tax liability within the meaning of Proposed Treasury Regulations section 1.1446(f)-2(c)(4), with respect to each Member that does not provide an IRS Form W-9 under subsection (b) above and with respect to any Exchange participant (collectively, the “Company FIRPTA Statements”); provided, however, that the failure of such Company to deliver such certificate or form with respect to one or more of its Members shall not prevent the Closing, and in each such case, the Resulting Issuer shall withhold U.S. federal income tax pursuant to Section 2.13, as applicable, with respect to such Member. On the Closing Date, Verano shall deliver to the Resulting Issuer: (i) a certificate, dated as of the Closing Date, certifying to the effect that no interest in Verano is a U.S. real property interest (such certificate in the form required by Treasury Regulation section 1.897-2(h) and Treasury Regulation Section 1.1445-2(d)(2)); and (ii) a properly prepared and executed IRS Form W-9 from each member of Verano provided such member is a U.S. person for U.S. federal income tax purposes (collectively, the “Verano FIRPTA Statements”).
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FIRPTA Statements. On the Closing Date, each Company shall deliver to Parent a certificate, dated as of the Closing Date and in a form satisfactory to Parent, certifying that such Company is not a foreign person within the meaning of Section 1445 of the Code (collectively, the “FIRPTA Statements”).
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FIRPTA Statements. On the Closing Date, each Company shall deliver to Verano: (a) a certificate, dated as of the Closing Date, certifying to the effect that no interest in such Company is a U.S. real property interest (such certificate in the form required by Treasury Regulation Section 1.897-2(h) and Temporary Treasury Regulation Section 1.1445-11T(d)(2)(i));
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Related to FIRPTA Statements

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Tax Statements The Company shall use reasonable efforts to furnish, within 90 Days of the close of each taxable year of the Company, estimated tax information reasonably required by the Members for federal and state income tax reporting purposes.

  • Earning Statements The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the ▇▇▇▇▇ system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

  • Estoppel Certificates and Financial Statements At all times during the Lease Term, Tenant agrees, following any request by Landlord, to execute and deliver to Landlord within ten (10) days following delivery of such request an estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the Rent and other charges are paid in advance, if any, (iii) acknowledging that there are not any uncured defaults on the part of any party hereunder or, if there are uncured defaults, specifying the nature of such defaults, and (iv) certifying such other information about the status of the Lease and the Premises as may be required by Landlord. A failure to deliver an estoppel certificate within ten (10) days after delivery of a request therefore shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by Landlord in said request and is in full force and effect, (ii) there are no uncured defaults in Landlord’s performance, (iii) no rent has been paid more than thirty (30) days in advance, and (iv) the information regarding the status of this Lease, as represented by Landlord in said request, is true and correct. No more than twice during the Lease Term (except in connection with a proposed sale or financing of the Building) Tenant shall, upon ten (10) days’ prior written notice from landlord, provide Tenant’s most recent financial statement and financial statements covering the twenty-four (24) month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and shall be certified by Tenant’s chief financial officer as true and correct in all material respects and at Landlord’s request, supported with copies of Tenant’s bank statements or, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.