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Contract analysis / firpta-certificate.docx
firpta-certificate.docx
1037-00006 · 5 clauses
High · 4 Medium · 0 Standard · 0
Section 1 — Certification by Sellers' Representative on Behalf of All Sellers High
⚑ Penalty / liquidated damages
Section 1 — Certification by Sellers' Representative on Behalf of All Sellers The undersigned, Dr. Marcus Ellsworth, acting in his capacity as the duly appointed Sellers' Representative pursuant to Article X of the Purchase Agreement and the Joinder Agreement, hereby certifies on behalf of each Seller listed on Schedule A attached hereto, under penalty of perjury, as follows: 1.1 United States Person Status Each Sell
Section 2 — Individual Certification by Dr. Marcus Ellsworth High
⚑ Penalty / liquidated damages
Section 2 — Individual Certification by Dr. Marcus Ellsworth In addition to the foregoing certification made in his capacity as Sellers' Representative, the undersigned, Dr. Marcus Ellsworth, hereby makes the following separate certification in his personal and individual capacity as a Seller and as the largest individual shareholder of the Company, holding 2,845,900 shares of Common Stock, representing approximately
Section 3 — Acknowledgment of Liability for False Statements High
⚑ Penalty / liquidated damages
Section 3 — Acknowledgment of Liability for False Statements The undersigned understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by the transferee (Buyer) and that any false statement contained herein could be punished by fine, imprisonment, or both, as provided under the applicable provisions of the Code and Title 18 of the United States Code. The undersigned further a
Section 4 — Authority of Sellers' Representative
Section 4 — Authority of Sellers' Representative The Sellers' Representative has been duly authorized by each Seller, pursuant to Article X of the Purchase Agreement and the Joinder Agreement executed in connection therewith, to deliver this Certificate on behalf of each such Seller. Without limiting the generality of the foregoing: (a) Each Seller has executed and delivered to the Sellers' Representative an irrevoca
Section 5 — Retention and Disclosure High
⚑ Indemnity / guarantee obligation
Section 5 — Retention and Disclosure Buyer must retain this Certificate until the twentieth (20th) day after the date of the Closing (i.e., until November 20, 2024) and must make this Certificate available to the Internal Revenue Service upon request, in accordance with Treasury Regulations Section 1.1445-2(b)(3). Buyer is further advised that it may wish to retain this Certificate for a longer period to the extent n