Common use of Canadian Tax Election Clause in Contracts

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. (a) Provided that a portion Each Electing Canadian Resident Shareholder shall be entitled to make an income tax election with Curaleaf, pursuant to subsection 85(1) 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 (Canadaand the analogous provisions of provincial income tax legislation) in respect of the receipt of the holder’s Pro Rata Portion of the Closing Merger Consideration and/or of the Contingent Merger Consideration Amount(s) (including, for greater certainty, the ability to make a second income tax election in respect of the payment of the Contingent Merger Consideration Amount(s) pursuant to Section 3.8), in each case by providing two (2) signed copies of the necessary election forms to Curaleaf at least 15 Business Days prior to the time prescribed by subsection 85(7) of the Tax Act, duly completed in prescribed form. Thereafter, subject to the information set out in the election form and any attachments thereto being correct and complete, the forms shall be signed by Curaleaf and returned to such Electing Canadian Resident Shareholder within 10 Business Days after the receipt thereof for filing with the Canada Revenue Agency (or the applicable provincial taxation authority). Curaleaf shall not be responsible for the proper completion of any election form and Curaleaf shall not be responsible for any Taxes resulting from the failure by an Electing Canadian Resident Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (and any equivalent applicable provisions of 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.income tax legislation).‌ (b) To In the extent event that an Electing Canadian Resident Shareholder and Curaleaf have executed a joint election pursuant to Section 2.7(a) and, thereafter (but within the Seller and the Purchaser (or the relevant Designated Purchaser) cannot agree on the amount to be elected under times prescribed by subsection 20(2485(7) of the Income Tax Act), the Electing Canadian Resident Shareholder desires to amend that election (either because of an adjustment to the Closing Merger Consideration, the receipt of Contingent Merger Consideration Amount, the release of Indemnity Escrow Shares to Curaleaf for cancellation or for any other reason reasonably acceptable to Curaleaf), subject to the information set out in the election form and any attachments thereto being correct and complete, Curaleaf agrees to sign such amended election forms provided to it by the Electing Canadian Resident Shareholder and to return such forms to the Electing Canadian Resident Shareholder within 60 days after the receipt thereof for filing with the Canada Revenue Agency (or such other applicable provincial taxation authority). Curaleaf shall not be responsible for the proper completion of any amended election form and Curaleaf shall not be responsible for any Taxes resulting from the failure by an Electing Canadian Resident Shareholder to properly complete or file the amended election forms in the form and manner and within the time prescribed by the Tax Act (Canada) (and any equivalent applicable provisions of provincial statuteincome tax legislation), 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. (a) Provided that a portion of the Assets transferred pursuant to this Agreement by the Sellers to If 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) and provided that a portion of the Assets transferred pursuant to this Agreement by the NA Sellers and Other Sellers to the Purchaser 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 NA Sellers and Other Sellers to deliver goods or provide services in the future, the NA Sellers and Other 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 NA Sellers and Other Sellers and the Purchaser (or relevant Designated Purchaser), acting reasonably. The NA Sellers and Other 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 NA Sellers and Other Sellers 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 NA Sellers and Other Sellers 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. (a) Provided that a portion At Purchaser’s request, the Sellers’ Representative shall make, or shall cause any member of the Assets transferred pursuant Company Group that is required to this Agreement by the Sellers to the Purchaser or each Designated Purchaser which is file a resident of Tax Return in Canada for purposes its taxation year that ends immediately prior to its acquisition of the Income Tax Act (Canada) (and any equivalent provincial statute) is being transferred to control by the Purchaser (or the relevant Designated Purchasera “Canadian Company Group Member”) in consideration for the Purchaser (or the relevant Designated Purchaser) assuming prepaid obligations of the Seller to deliver goods or provide services in the futuremake, 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 an election under subsection 20(24256(9) 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 thereofof such Tax Return (a “Canadian Tax Election”). For purposes of Section 9.8(c) of this Agreement, the Sellers’ Representative hereby consents to any Canadian Tax Election made by Purchaser or any Canadian Company Group Member after the Closing. (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(241.7 Section 9.15(a) of the Income Tax Act Merger Agreement is hereby amended and supplemented by adding the following sentence to the end of Section 9.15(a): Prior to the Initial Lock-Up Date, Purchaser shall use reasonable best efforts to prepare and file with the SEC, at Purchaser’s sole cost and expense, a prospectus supplement under Rule 424(b)(7) under the 1933 Act, to the extent required in order to update the selling shareholder information (Canadawhich information shall be provided to Purchaser by the applicable selling shareholders) (and to give effect to any equivalent provincial statute)transfers of Purchaser Shares by the Vista Blocker Sellers, the Vista AIVs or the Vista GPs to any Affiliates thereof, provided that any such transfers are permitted by and in accordance with the terms of this Agreement and the Stockholders Agreement and are effected reasonably in advance of the Initial Lock-Up Date. 1.8 Exhibit A to the Merger Agreement is hereby deleted and replaced in its entirety with Exhibit A attached hereto. 1.9 Upon the execution of this Amendment by Aggregator, (i) Aggregator shall become a party to the Merger Agreement as a Vista Blocker Seller and shall be entitled to the Purchaser (or rights and benefits, and subject to the relevant Designated Purchaser) promptly shall negotiate in good faith to resolve their disagreements; if no agreement has been reached within five (5) daysobligations, the relevant parties immediately shall appoint an Accounting Arbitrator to determine the correct amount to be elected of a Vista Blocker Seller thereunder, and shall provide be bound by the terms, covenants and other provisions of the Merger Agreement applicable to the Accounting Arbitrator Vista Blocker Sellers and shall assume all relevant information. The Accounting Arbitrator shall have thirty rights and obligations of the Vista Blocker Sellers, with the same force and effect as if originally named therein, (30ii) days to submit its determinationVEPF III AIV VI-A, which L.P. and VFF I AIV IV-A, L.P. shall be binding upon the Partiesdeemed to have assigned their respective rights, benefits, and obligations under the Parties shall file all relevant elections and Tax Returns in accordance therewith. The fees and expenses of the Accounting Arbitrator Merger Agreement to Aggregator, (iii) neither VEPF III AIV VI-A, L.P. nor VFF I AIV IV-A, L.P. shall be paid by the Party whose position is deemed to be least correct a party to the Merger Agreement, shall be deemed to be a Vista Blocker Seller thereunder, or shall be entitled to the rights and benefits, or subject to the obligations, of a Vista Blocker Seller thereunder, (iv) effective immediately prior to the Closing, the Equity Interests Schedule and the Vista Blockers Capitalization Schedule shall be deemed modified so that (1) the number of shares of common stock of VEPF III AIV VI-C Corp. held by VEPF III AIV VI-A, L.P is reduced to zero, (2) the Accounting Arbitratornumber of shares of common stock of VFF I AIV IV-C Corp. held by VFF I AIV IV-A, L.P. is reduced to zero, (3) the number of shares of common stock of VEPF IV AIV VII-C Corp. held by VEPF IV AIV VII-A, L.P. is reduced to 19,940.67 (representing 73.76% of issued shares of VEPF IV AIV VII-C Corp.), and (4) (i) the number of shares of common stock of VEPF III AIV VI-C Corp. held by VEP Aggregator is 27,034.53 (representing 100% of issued shares of VEPF III AIV VI-C Corp.), (ii) the number of shares of common stock of VFF I AIV IV-C Corp. held by VEP Aggregator is 27,034.53 (representing 100% of issued shares of VFF I AIV IV-C Corp.), and (iii) the number of shares of common stock of VEPF IV AIV VII-C Corp. held by VEP Aggregator is 7093.8667 (representing 26.24% of issued shares of VEPF IV AIV VII-C Corp.). For the avoidance of doubt, in accordance with the foregoing, as of immediately prior to the Closing, VEP Aggregator and VEPF IV AIV VII-A, L.P. shall hold all of the outstanding Vista Blocker Shares.

Canadian Tax Election. (a) Provided The Sellers and the Purchaser acknowledge 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 . 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. (a) Provided that a portion of the Assets transferred pursuant to this Agreement by the Sellers to If 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) and provided that a portion of the Assets transferred pursuant to this Agreement by the NA Sellers and Other Sellers to the Purchaser 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 NA Sellers and Other Sellers to deliver goods or provide services in the future, the NA Sellers and Other 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 NA Sellers and Other Sellers and the Purchaser (or relevant Designated Purchaser), acting reasonably. The NA Sellers and Other 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 NA Sellers and Other Sellers 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 NA Sellers and Other Sellers 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. SECTION 6.9. Section 1.52. VAT. All sums payable by the Purchaser under this Agreement and/or in respect of the Optioned Licenses shall be exclusive of VAT and, except to the extent Section 6.9(d) applies, where a sum is paid by the Purchaser pursuant to this Agreement and/or in respect of the Optioned Licenses in consideration for any supply (or deemed supply) of goods or services by any of the EMEA Sellers the Purchaser shall, in addition to the consideration payable for such supply, pay to the relevant EMEA Seller, on receipt of an appropriate VAT invoice, an amount equal to the VAT (if any) determined in accordance with Section 2.2.42.2.3(b) as, or (as appropriate) determined by the relevant EMEA Seller(s) as arising in respect of such supply together with all interest and penalties thereon (except to the extent that such interest or penalties arise other than as a result of a failure of the Purchaser to comply with any of its obligations pursuant to this Section 6.9), with payment to be made by the Purchaser within five (5) Business Days of receipt of an appropriate valid VAT invoice or Closing (whichever is the later), provided that, no payment shall be due from the Purchaser in respect of VAT pursuant to this Section 6.9(a) or Section 6.9(e) in circumstances where the EMEA Seller, the Joint Administrator or French Liquidator issues a VAT invoice to the Purchaser outside of any applicable time limits within which the Purchaser (or a member of its VAT group) can claim credit for the relevant input tax, and provided further that, for the avoidance of doubt, any amount payable pursuant to this Section 6.9(a) in respect of any Optioned Licenses shall be an amount determined by the relevant EMEA Seller(s). For the avoidance of doubt, and without prejudice to the generality of this Section 6.9, if the relevant EMEA Seller or Joint Administrators or French Liquidator forms the view, acting reasonably, that the supply by the EMEA Sellers of any Assets or assumption from the EMEA Sellers of any Assumed Liabilities (if relevant) is subject to VAT, or that any other amounts payable by the Purchaser or any other supplies made to the Purchaser in each case pursuant to this Agreement and/or in respect of the Optioned Licenses are subject to VAT, then, except to the extent Section 6.9(d) applies, the relevant EMEA Seller(s) or the Joint Administrators or the French Liquidator shall be entitled to provide the Purchaser with a VAT invoice in respect of the supply in question. Subject to any contrary provision of this Agreement, a VAT invoice served by any EMEA Seller or the Joint Administrators or the French Liquidator in good faith and in accordance with applicable VAT laws, absent manifest error, shall be accepted by the Purchaser as valid, including in relation to amounts of VAT stated in such invoice, except to the extent the Purchaser has paid the applicable VAT by virtue of Section 6.9(d) below. Where the liability for VAT in respect of any supply is a liability of the Purchaser (whether under Section 8 of the Value Added Tax Xxx 0000 or similar or equivalent provisions in any member of the European Union) the Purchaser shall account for such VAT to the relevant Tax Authority within any applicable time limits.