Example ContractsClausesAcquiring Person
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Reporting Person Responsibilities. The “Reporting Person” within the meaning of [Section 1.6045] 4(e)(5) of the Regulations (the “Regulations”) of the Internal Revenue Code (the “Code”), as may be amended from time to time with respect to the transactions contemplated by this Agreement shall be Escrow Agent. It is agreed that Escrow Agent is an eligible person under [Section 1.6045] 4(e)(5)(ii) of the Regulations. Escrow Agent hereby agrees to be responsible for complying with the reporting and other requirements of Section 6045(e) of the Code. Pursuant to the Regulations, the address for the transferor and transferee are as set forth for and in this Agreement, and the identifying information regarding the real estate transferred is the legal description for the Property set forth in this Agreement. Escrow Agent agrees to file the form required by the Regulations between the end of the calendar year in which the Closing Date occurs and February 28 of the following calendar year. and agree to cooperate with Escrow Agent and with each other in completing any report and/or other information required to be delivered to the Internal Revenue Service pursuant to Section 6045(e) of the Code regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099 S as such may be hereafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any Regulation now or hereafter promulgated by the Treasury Department with respect thereto.

the acquiring person has transferred or otherwise disposed of sufficient securities of in one or more transactions, to a person or persons other than affiliates of the acquiring person or any persons with whom the acquiring person has agreed to act together for the purpose of acquiring, holding, voting, or disposing of securities of , so that, after the transfer or other disposition, the acquiring person is no longer the beneficial owner, directly or indirectly, of securities of representing 10% or more of the combined voting power of ’s then outstanding securities;

Foreign Person Tax Withholding. Documentation or information required for compliance with Section 1445 of the Internal Revenue Code.

Person of Primary Responsibility. Provider, in consultation with Manager, shall designate a professionally qualified individual to oversee the clinical aspects of Provider’s Biomedical Laboratories, which shall include those responsibilities typical of a Person of Primary Responsibility. The Person of Primary Responsibility shall also perform those administrative responsibilities not directly performed by Manager, in consultation with Manager and its affiliates.

Not a Foreign Person. is not a “foreign person” within the meaning of §1445(f)(3) of the IRS Code.

At all times throughout the term of the Loan, including after giving effect to any transfers permitted pursuant to the Loan Documents, # none of the funds or other assets of any Party constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in such Party (whether directly or indirectly), is prohibited by law or the Loan made by the is in violation of law (“Embargoed Person”); # no Embargoed Person has any interest of any nature whatsoever in any Party with the result that the investment in any Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and # none of the funds of any Party have been derived from any unlawful activity with the result that the investment in any Party (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

Not a Foreign Person. None of the Borrowers is a “foreign person” within the meaning of Section 1445(f)(3) of the Code. If any Borrower is a disregarded entity for United States federal income tax purposes, the direct or indirect owner of the interests in such Borrower that is treated as such borrower for United States federal income tax purposes is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

Acquiring Person” shall have the meaning ascribed to such term in [Section 4.5].

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No. Distribution. The Purchaser is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in the amount of restricted Shares the Purchaser is acquiring herein. Further, the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the restricted Shares the Purchaser is acquiring.

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