definiens: ( within the meaning of Section 897 ofthe Code ), which statement shall be dated as of the date of the Offer Closing, signed under penalties of perjury and inaccordance with Sections 1.1445 - 2(c ) and 1.897 - 2(h ) of the Treasury regulations, and a notice to the Internal 63Revenue Service in accordance with the provisions of Section 1.897 - 2(h)(2 ) of the Treasury regulations . If the Closing Dateoccurs more than thirty ( 30 ) days after the date of the Offer Closing, the Company shall provide another affidavit and notice, in compliance with the previous sentence, so that Parent and Sub are exempt from withholding under Section 1445 of theCode any portion of the aggregate consideration payable with respect to the Merger . Parent shall be authorized to file with theInternal Revenue Service on behalf of the Company any notice provided by the Company pursuant to this Section 6.12