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Contract analysis / firpta-certificate.docx
firpta-certificate.docx
1022-00006 · 13 clauses
High · 3 Medium · 0 Standard · 0
Section 1 — Recitals
Section 1 — Recitals WHEREAS, Parent, Merger Sub, and the Company have entered into the Merger Agreement, dated as of [●], 2025, pursuant to which, among other things, the Merger Agreement provides for the merger (the "Merger") of Merger Sub with and into the Company in accordance with the General Corporation Law of the State of Delaware, Title 8, Section 251 et seq. (the "DGCL"), with the Company continuing as the s
Section 2 — Certification of Non-Foreign Status High
⚑ Penalty / liquidated damages
Section 2 — Certification of Non-Foreign Status The undersigned, Tobias Engel, in his capacity as Chief Financial Officer of Cascadia Fiber Networks, Inc., hereby certifies on behalf of the Company, under penalties of perjury, as follows:
1. Entity Name. The transferor of the property is Cascadia Fiber Networks, Inc., a Delawa
1. Entity Name. The transferor of the property is Cascadia Fiber Networks, Inc., a Delaware corporation. The Company is the entity whose interests are being transferred, directly or indirectly, in connection with the transactions contemplated by the Merger Agreement.
2. Entity Description. Cascadia Fiber Networks, Inc. is a corporation duly organized and
2. Entity Description. Cascadia Fiber Networks, Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company was incorporated under the DGCL and has not been dissolved, merged out of existence, or otherwise terminated as of the date hereof. The Company has maintained its status as a domestic corporation in good standing since its date of incorporation and has at all t
3. Address. The office address and principal place of business of the Company is:
3. Address. The office address and principal place of business of the Company is: Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, Oregon 97210 United States of America
4. U.S. Taxpayer Identification Number (EIN). The U.S. employer identification number of
4. U.S. Taxpayer Identification Number (EIN). The U.S. employer identification number of the Company is 45-6128937. The Company has been assigned this employer identification number by the Internal Revenue Service and such number has not been revoked, suspended, or otherwise rendered invalid.
5. Non-Foreign Person Status. The Company is not a foreign corporation, foreign partnersh
5. Non-Foreign Person Status. The Company is not a foreign corporation, foreign partnership, foreign trust, foreign estate, or foreign person, as those terms are defined in Sections 7701(a)(5) and 7701(a)(31) of the Code and the Treasury Regulations promulgated thereunder. The Company is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Company has not at any time elected to
6. Domestic Corporation Confirmation. The Company is a "United States person" within the
6. Domestic Corporation Confirmation. The Company is a "United States person" within the meaning of Section 7701(a)(30) of the Code. As a corporation organized under the laws of the State of Delaware, the Company is treated as a domestic corporation for all purposes of the Code and is therefore not subject to withholding under Section 1445(a) of the Code in its capacity as a transferor.
Section 3 — Statutory Basis and Regulatory References High
⚑ Penalty / liquidated damages
Section 3 — Statutory Basis and Regulatory References This certificate is made pursuant to Section 1445(b)(2) of the Code, which provides that no withholding is required under Section 1445(a) of the Code if the transferor furnishes to the transferee an affidavit, signed under penalties of perjury, stating the transferor's name, the transferor's U.S. taxpayer identification number, and that the transferor is not a for
Section 4 — Authorization and Reliance
Section 4 — Authorization and Reliance The undersigned hereby represents and warrants that he has full power, authority, and legal capacity to execute and deliver this certificate on behalf of Cascadia Fiber Networks, Inc. in his capacity as Chief Financial Officer of the Company. The execution and delivery of this certificate has been duly authorized by all necessary corporate action on the part of the Company, and
Section 5 — Declaration Under Penalties of Perjury High
⚑ Penalty / liquidated damages
Section 5 — Declaration Under Penalties of Perjury Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete. I further declare that I have the authority to sign this certification on behalf of Cascadia Fiber Networks, Inc., and that all information provided herein, including the Company's name, address, and U.S. employer
Section 6 — Execution
Section 6 — Execution IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of the date set forth below. CASCADIA FIBER NETWORKS, INC. By: ________ Name: Tobias Engel Title: Chief Financial Officer Date: [●], 2025
Section 7 — Notice Information
Section 7 — Notice Information Copies of this Certification of Non-Foreign Status shall be delivered to the following parties: To Parent: Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN United Kingdom Attention: Philippa Ashworth, General Counsel To Counsel for Parent: Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Attention: Oliver Mackenzie To Counsel for the