Extract to table

Section 1445(a) of the Code provides that a transferee of a USRPI must deduct and withhold a tax equal to 15% of the "amount realized" by the foreign transferor on the disposition

897-2(c)(2) is generally the last day of each calendar quarter, the date of any acquisition or disposition of a USRPI or interest in foreign real property, and any other date on which the corporation must make a determination under the regulations

Pursuant to the Merger Agreement, the Target is required to deliver the FIRPTA certificate at or prior to the Closing

897-2(h)(2), a domestic corporation that provides a certification that it is not a USRPHC must send a copy of the certification to the Internal Revenue Service within 30 days of the date the certification is provided

This treatment is consistent with the Merger Agreement itself, which provides that each share of Luminex Holdings common stock outstanding immediately prior to the effective time of the merger (other than excluded shares and rollover shares) shall be converted into the right to receive the Per-Share Merger Consideration of $20

Atlas must confirm receipt of a valid FIRPTA certificate from Luminex Holdings (in the form attached as Exhibit A hereto) before releasing merger consideration to non-U