Canadian Tax Election. (a) Provided that a portion of the Assets transferred pursuant to this Agreement by the Sellers to the Purchaser or each Designated Purchaser which is a resident of Canada for purposes of the Income Tax Act (Canada) (and any equivalent provincial statute) is being transferred to the Purchaser (or the relevant Designated Purchaser) in consideration for the Purchaser (or the relevant Designated Purchaser) assuming prepaid obligations of the Seller to deliver goods or provide services in the future, the Sellers and the Purchaser (or the relevant Designated Purchaser) will prepare, execute and file, on a timely basis and using any prescribed form, a joint election under subsection 20(24) of the Income Tax Act (Canada) (and any equivalent provincial statute) as to such assumption hereunder, and prepare their respective Tax Returns in a manner consistent with such joint election. The elected amount will be jointly determined by the Sellers and the Purchaser (or relevant Designated Purchaser), acting reasonably. The Sellers and the Purchaser (or relevant Designated Purchaser) will make any required elections under corresponding provincial or territorial law and the foregoing provisions will apply mutatis mutandis in respect thereof.
(b) To the extent the Seller and the Purchaser (or the relevant Designated Purchaser) cannot agree on the amount to be elected under subsection 20(24) of the Income Tax Act (Canada) (and any equivalent provincial statute), the Seller and the Purchaser (or the relevant Designated Purchaser) promptly shall negotiate in good faith to resolve their disagreements; if no agreement has been reached within five (5) days, the relevant parties immediately shall appoint an Accounting Arbitrator to determine the correct amount to be elected and shall provide to the Accounting Arbitrator all relevant information. The Accounting Arbitrator shall have thirty (30) days to submit its determination, which shall be binding upon the Parties, and the Parties shall file all relevant elections and Tax Returns in accordance therewith. The fees and expenses of the Accounting Arbitrator shall be paid by the Party whose position is deemed to be least correct by the Accounting Arbitrator.
Canadian Tax Election. Each Verano Blockerco Member and Canadian AME Member shall be entitled to make a tax election, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law). Any Verano Blockerco Member or Canadian AME Member who wants to make such election and otherwise qualifies to make such election may do so by providing to the Resulting Issuer two signed copies of the necessary election forms within 120 days following the Effective Date, duly completed. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by the Resulting Issuer and returned to such Verano Blockerco Member or Canadian AME Member by ordinary mail within 30 days after the receipt thereof by the Resulting Issuer for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing authority). The Resulting Issuer will not be responsible for the proper completion of any election form and, except for the obligation of the Resulting Issuer to so sign and return duly completed election forms which are received by the Resulting Issuer within 120 days of the Effective Date. The Resulting Issuer will not be responsible for any taxes, interest or penalties resulting from the failure by a Verano Blockerco Member or Canadian AME Member to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, the Resulting Issuer may choose to sign and return an election form received by it more than 120 days following the Effective Date, but the Resulting Issuer will have no obligation to do so.
Canadian Tax Election. (1) Valdy agrees to make a joint election with each Canadian Electing Holder pursuant to subsection 85(1) or 85(2) of the Tax Act (and any similar provision of any provincial tax legislation) (“Tax Election”) in respect of the exchange of their INX Shares for Valdy Consideration Shares pursuant to Section 2.1. However, Valdy will only make a Tax election with a Canadian Electing Holder who notifies Valdy in writing prior to the Closing Date of its intention to make a Tax Election. A tax instruction letter providing certain instructions on how to complete and return the Tax Election forms will be provided to such Canadian Electing Holders shortly after the Closing Date.
(2) Each Canadian Electing Holder will be solely responsible for ensuring the Tax Election form is completed correctly and filed with the Canada Revenue Agency (and any applicable provincial income tax authorities) by the required deadline. The “agreed amount” in the Tax Election will be selected by the Canadian Electing Holder, subject to the limitations set out in the Tax Act (and any applicable provincial tax legislation). Valdy will not be responsible for the proper completion or filing of any Tax Election form. With the exception of execution of the Tax Election form by Valdy, compliance with the requirements for a valid Tax Election will be the sole responsibility of the Canadian Electing Holder making the election. Accordingly, Valdy will not be responsible or liable for taxes, interest, penalties, damages or expenses resulting from the failure to properly complete any Tax Election form or to properly file it within the time prescribed and in the form prescribed under the Tax Act (or the corresponding provisions of any applicable provincial tax legislation).
Canadian Tax Election. Red Pine will jointly elect with each Canadian Resident Shareholder who requests that Red Pine do so, in the form and within the time limits prescribed for such purposes, that the Canadian Resident Shareholder will be deemed pursuant to section 85 of the ITA to have disposed of his, her or its shares of Blocker at an elected amount to be determined by the Canadian Resident Shareholder. Red Pine shall not be responsible for the proper completion of any section 85 election form nor, except for the obligation to sign and return duly completed election forms which are received within ninety (90) days after the Effective Date, for any taxes, interest or penalties resulting from the failure of a Canadian Resident Shareholder to complete or file such election forms properly in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation). In its sole discretion, Red Pine may choose to sign and return an election form received by it more than ninety (90) days following the Effective Date, but will have no obligation to do so.
Canadian Tax Election. AIM will jointly elect with each Canadian Resident Shareholder who requests that AIM do so, in the form and within the time limits prescribed for such purposes, that the Canadian Resident Shareholder will be deemed pursuant to section 85 of the ITA to have disposed of his, her or its shares of USCo1 at an elected amount to be determined by the Canadian Resident Shareholder. AIM shall not be responsible for the proper completion of any section 85 election form nor, except for the obligation to sign and return duly completed election forms which are received within ninety (90) days after the Effective Date, for any taxes, interest or penalties resulting from the failure of a Canadian Resident Shareholder to complete or file such election forms properly in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation). In its sole discretion, AIM may choose to sign and return an election form received by it more than ninety (90) days following the Effective Date, but will have no obligation to do so.
Canadian Tax Election. Schyan will jointly elect with each Canadian Resident Shareholder who requests that Schyan do so, in the form and within the time limits prescribed for such purposes, that the Canadian Resident Shareholder will be deemed pursuant to section 85 of the Income Tax Act (Canada) to have disposed of his, her or its shares of Company Common Stock at an elected amount to be determined by the Canadian Resident Shareholder. Schyan shall not be responsible for the proper completion of any section 85 election form nor, except for the obligation to sign and return duly completed election forms which are received within ninety (90) days after the Effective Date, for any taxes, interest or penalties resulting from the failure of a Canadian Resident Shareholder to complete or file such election forms properly in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Schyan may choose to sign and return an election form received by it more than ninety (90) days following the Effective Date, but will have no obligation to do so.
Canadian Tax Election. In accordance with the requirements of the ITA, the regulations thereunder, the administrative practice and policy of the Canada Revenue Agency and any applicable equivalent or corresponding provincial or territorial legislative, regulatory and administrative requirements, Heidrick Canada and Highland Canada shall make, in a timely manner, a joint election to have the rules in section 22 of the ITA, and any equivalent or corresponding provision under applicable provincial or territorial tax legislation, apply in respect of the Receivables of Highland Canada, and shall designate therein that portion of the Closing Payment allocated to the Receivables that -44- are the subject of such election in accordance with the procedures set out in SECTION 2.6 as the consideration paid by Purchaser to Seller. Highland Canada shall file such election with its Canadian Tax Return for the taxation year that includes the Closing Date.
Canadian Tax Election. Each Seller, each Owner and each Buyer agrees to make a joint election under paragraph 56.4(7)(g) of the Income Tax Act (Canada).
Canadian Tax Election. 44 Section 9.2 UK Value Added Tax . . . . . . . . . . . . . . 45 Section 9.3 UK Capital Allowances . . . . . . . . . . . . . 45 ARTICLE X Termination . . . . . . . . . . . . . . . . . . 45 Section 10.1 Termination . . . . . . . . . . . . . . . . . . 45 Section 10.2 Procedure and Effect of Termination . . . . . . 46
Canadian Tax Election. Digital will jointly elect with each Canadian Resident Shareholder who requests that Digital do so, in the form and within the time limits prescribed for such purposes, that the Canadian Resident Shareholder will be deemed pursuant to section 85 of the Income Tax Act (Canada) to have disposed of his, her or its shares of Company Common Stock at an elected amount to be determined by the Canadian Resident Shareholder. Digital shall not be responsible for the proper completion of any section 85 election form nor, except for the obligation to sign and return duly completed election forms which are received within ninety (90) days after the Effective Date, for any taxes, interest or penalties resulting from the failure of a Canadian Resident Shareholder to complete or file such election forms properly in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Digital may choose to sign and return an election form received by it more than ninety (90) days following the Effective Date, but will have no obligation to do so.
