Shares or Asset Purchase Contract: FIRPTA Non-Foreign Person Certification (Disregarded Entity)

This legal template is a contract that outlines the terms and conditions for the purchase of shares or assets of a company or entity. The focus of this contract is to address the Foreign Investment in Real Property Tax Act (FIRPTA) requirements, specifically for transactions involving a non-foreign person certification for disregarded entities.

FIRPTA is a U.S. federal tax law that applies to the sale of real property by foreign persons or entities. Under this law, the purchaser is required to withhold and remit a certain percentage of the sale proceeds to the Internal Revenue Service (IRS) to ensure tax compliance. However, certain types of entities, known as disregarded entities, might not be subject to FIRPTA withholding if they meet specific criteria.

This template includes a provision for the non-foreign person certification, which aims to determine whether the purchasing entity qualifies as a disregarded entity for FIRPTA purposes. The certification involves gathering necessary information and documentation from the purchaser to confirm their non-foreign status and exempt them from FIRPTA withholding obligations. The contract outlines the required representations and warranties from the purchaser relating to their status and compliance with FIRPTA regulations.

Throughout the document, various provisions are included to protect both parties' interests. These provisions may cover matters such as purchase price, payment terms, closing procedures, representations and warranties regarding the shares or assets, indemnification, dispute resolution mechanisms, and any other relevant terms and conditions related to the transaction. Additionally, the template may also provide for appropriate remedies in case of breach or default of the agreement.

By utilizing this legal template, both the buyer and seller of shares or assets can ensure clarity and compliance with FIRPTA regulations in the context of disregarded entities. It provides a standardized framework to facilitate the smooth execution of the purchase transaction while addressing the specific requirements of FIRPTA non-foreign person certification for disregarded entities.