Canadian matters. (a) For greater certainty and without limiting any other provision of this Agreement, the parties acknowledge and agree that the Identified Services may be provided by a Canadian Affiliate of the Supplier (each, a “Canadian Supplier”) for any one or more Canadian Affiliates of Buyer (each, a “Canadian Buyer”).
(b) The applicable Canadian Supplier will possess all of the rights and obligations of Supplier that relate to the Services to be performed by such Canadian Supplier. The applicable Canadian Buyer will possess all of the rights and obligations of Buyer that relate to the Services to be performed for such Canadian Buyer.
(c) For greater certainty and without limiting any other provision of this Agreement, the Supplier or Canadian Supplier, as applicable, that provides Services to a Canadian Buyer will directly invoice the applicable Canadian Buyer in respect of such Services, and Buyer will cause the applicable Canadian Buyer to make payment for any Services provided to such Canadian Buyer directly to the Supplier or Canadian Supplier of such Services, as applicable.
(d) Without limiting the generality of Section 5.4, the Allocated Cost for Canadian Services will be exclusive of applicable GST/HST, QST and PST. Any Canadian Supplier will invoice applicable GST/HST, QST and PST. Any Canadian Buyer will withhold from payments to the applicable Supplier or Canadian Supplier any amounts required by law.
Canadian matters. The Underwriter acknowledges that the Shares have not been qualified under the securities laws of any province or territory of Canada. The Underwriter hereby confirms (i) that it has not offered, sold or distributed, and will not offer, sell or distribute, any Shares, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable Canadian securities laws; (ii) that it has not distributed or delivered, and will not distribute or deliver, any offering material in connection with any offering of the Shares in Canada other than in compliance with applicable Canadian securities laws; and (iii) that it will only offer and sell the Shares within Canada in the manner described in the Canadian supplement to Prospectus.
Canadian matters. Following the Closing Date (and the Option Closing Date, if applicable), the Company shall within the prescribed time period file with the appropriate Canadian securities regulatory authorities reports of exempt trade on Form 45-106F1 and make any other filings as required by applicable Canadian securities laws.
Canadian matters. The Purchaser represents and warrants that, the Purchaser is a “trade agreement investor” and is not a “state-owned enterprise” within the meaning of the Investment Canada Act.
Canadian matters. (a) For greater certainty and without limiting any other provision of this Agreement, the parties acknowledge and agree that the Services indicated with “Canada” as a country of service in a Project Statement may be performed by one or more Canadian Affiliates of Supplier (each, a “Canadian Supplier”) for any one or more Canadian Affiliates of Buyer (each, a “Canadian Buyer”).
(b) The applicable Canadian Supplier will possess all of the rights and obligations of Supplier that relate to the Services to be performed by such
Canadian matters. (a) Subsidiary Seller is the sole owner of the Canadian Assets and is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).
(b) None of the Purchased Assets acquired hereunder by Purchaser from the Parent Seller constitutes “taxable Canadian property” for purposes of the Income Tax Act (Canada) or “taxable Quebec property” for purposes of the Taxation Act (Quebec).
Canadian matters. The intercompany loan from Oxxxx & Co., Inc. to Oxxxx Canada, Inc. shall have been repaid in full, and all cash (other than Restricted Cash) held by Oxxxx Canada, Inc. shall have been distributed to Oxxxx + Co., Inc.
Canadian matters. Unless such Purchaser has delivered to the Company a duly executed addendum for Purchasers in Canada, such Purchaser represents, warrants, acknowledges and agrees that: (i) it is not, and at Closing will not be, a resident of Canada; (ii) it is not purchasing the Securities for the benefit of a resident in Canada; (iii) it is purchasing the Securities for investment only and not with a view to distribution; and (iv) prior to the date that is four months and one day from the Closing, the Shares, Warrants and the Warrant Shares cannot be resold or transferred into Canada or to a resident of Canada through the facilities of the TSX or otherwise.
Canadian matters. (1) Each payment of interest or other fees or charges payable hereunder to the Agent or any Lender shall be made without deduction or withholding on account of any tax imposed, levied, collected, withheld or assessed by Canada, any province or any municipality thereof, or any department, agency, subdivision or instrumentality of any of them, pursuant to the ITA or the Canada-U.S. Income Tax Convention (1980) ("Canadian Taxes").
(2) In the event that RML shall be obligated under applicable law to make any deduction for or withholding on account of Canadian Taxes from any payment of interest or other fees or charges payable hereunder to the Agent or any Lender, RML shall deduct or withhold from such payment such amounts, not exceeding the minimum amounts, as may be required by applicable law and RML shall promptly pay such amounts to the appropriate taxation authorities and obtain official receipts or other satisfactory evidence of the payment of such amounts to the appropriate taxation authorities and shall promptly provide the same to the Agent and such Lender.
(3) In the event that RML makes any deduction or withholding as provided in Section 3.l(c)(2), concurrently with the payment to the Agent or any Lender of each amount to which such deduction or withholding is applicable, RML shall pay to the Agent or such Lender such additional amounts ("Gross-Up Payments") as may be necessary to insure that after withholding all applicable amounts on account of Canadian Taxes from any payments made hereunder, including any Gross-Up Payments, the Agent or such Lender receives an amount in Dollars equal to the full amount which it would have received if no withholding had been required in respect of Canadian Taxes.
(4) The provisions of this Section 3.1(c) and the obligations of the Borrowers hereunder shall survive the termination of this Agreement and the repayment of the Obligations hereunder.
(5) For purposes of the Interest Act (Canada), the yearly rate of interest or the yearly rate of any fee, or the rate of such interest or fee per annum, equal to the rate of such interest or fee payable hereunder for any period, is the rate of such interest or fee payable hereunder multiplied by a fraction, the numerator of which is the actual number of days in the year in which such period commenced (i.e. 365 or 366, as the case may be) and the denominator of which is 360.
Canadian matters. (a) For greater certainty and without limiting any other provision of this Agreement, the parties acknowledge and agree that the Services indicated with “Canada” as a country of service in a Project Statement may be performed by one or more Canadian Affiliates of Supplier (each, a “Canadian Supplier”) for any one or more Canadian Affiliates of Buyer (each, a “Canadian Buyer”).
(b) The applicable Canadian Supplier will possess all of the rights and obligations of Supplier that relate to the Services to be performed by such CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Canadian Supplier. The applicable Canadian Buyer will possess all of the rights and obligations of Buyer that relate to the Services to be performed for such Canadian Buyer.
(c) For greater certainty and without limiting any other provision of this Agreement, the Supplier or Canadian Supplier, as applicable, that provides Services to a Canadian Buyer will directly invoice the applicable Canadian Buyer in respect of such Services, and Buyer will cause the applicable Canadian Buyer to make payment for any Services provided to such Canadian Buyer directly to the Supplier or Canadian Supplier of such Services, as applicable.
(d) Without limiting the generality of Section 5.4, the Allocated Cost for Canadian Services will be exclusive of applicable GST/HST, QST and PST. Any Canadian Supplier will invoice applicable GST/HST, QST and PST. Any Canadian Buyer will withhold from payments to the applicable Supplier or Canadian Supplier any amounts required by law.
