Canadian Tax Matters. (a) Purchaser shall, at Purchaser’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of each of Purchaser Sub and CIT ULC for any of its taxable periods ending after the Closing Date that includes a transaction in the Restructuring Plan, (ii) the Tax Return for the first taxable period of the entity resulting from the amalgamation, at step 12 of the Restructuring Plan, between Purchaser Sub and CIT ULC (“CanAmalCo”), which shall include (x) a designation under paragraph 88(1)(d) of the Canadian Tax Act to increase the cost to CanAmalCo of its member interests of CIT LLC by an amount equal to the maximum amount permissible under the Canadian Tax Act and (y) an election under section 93 of the Canadian Tax Act in respect of disposition by CanAmalCo of its CIT LLC member interests containing an elected amount that is equal to the tax-free surplus balance of CIT LLC, within the meaning of subsection 5905(5.5) of the Income Tax Regulations (Canada), and (iii) a form filed by Purchaser Sub with the Minister of National Revenue containing all information required by, and prepared in a manner that complies with, paragraph 212.3(7)(d) of the Canadian Tax Act.
(b) Any debt financing raised by Parent or any of its Affiliates to finance the acquisition of CIT ULC or the Transferred Company will be indebtedness that was issued for consideration that consists solely of money.
(c) From and after the date of this Agreement, and for a period of 36 months following the Closing, Parent and its Affiliates (including Purchaser Direct Parent, Purchaser, and CanAmalCo) will not knowingly remarket, offer for sale, or transfer any property distributed to CanAmalCo by CIT ULC on the amalgamation of CIT ULC and Purchaser Sub, for purposes of subsection 88(1) of the Canadian Tax Act (including, without limitation, CIT LLC member interests), or any property substituted for any such distributed property (within the meaning of subsection 88(1) of the Canadian Tax Act), other than any publicly traded security, to any person who was a shareholder of CIT Group Inc. at any time in the period from 6 months preceding the execution of this Agreement to the Closing Date.
(d) Any equity financing raised by Purchaser Sub to finance the acquisition of CIT ULC will be shares of its capital stock issued for consideration that consists solely of money.
Canadian Tax Matters. (a) This Option is a nonqualified option under the United States’ Internal Revenue Code of 1986, as amended. The Company does not make any representation regarding whether the Option is tax-qualified under the tax laws of Canada (federal or provincial) and provides no assurances as to the tax consequences of this Option under the tax laws of Canada (federal or provincial).
(b) The Optionee represents that the Optionee has had an opportunity to consult with his or her advisors respecting the tax treatment of this Option under the tax laws of Canada (federal or provincial), and is not relying on the Company for advice in this regard.
(c) In order to permit the Company to comply with all applicable United States’ federal or state income tax laws or regulations, or the applicable tax laws and regulations of Canada (federal or provincial), the Company may take such action as it deems appropriate to insure that, if necessary, all applicable payroll, income or other taxes are withheld from any amounts payable by the Company to the Optionee. If the Company is unable to withhold such taxes, for whatever reason, the Optionee hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under applicable tax laws and regulations.
Canadian Tax Matters. The Borrower shall quarterly and more frequently when requested by the Agent, provide to the Agent or cause LDM Canada to provide to the Agent (i) a detailed accounting of all amounts paid (upon collection of LDM Canada's accounts or otherwise) by LDM Canada to the Borrower, whether or not applied to the Obligations outstanding and whether by way of loans, loan repayments, dividends or otherwise, together with a calculation of all withholding and other taxes payable in respect thereof and (ii) evidence satisfactory to the Agent of the remittance when due to the applicable Governmental Authorities of all withholding and other taxes payable in respect thereof.
Canadian Tax Matters. The amalgamation of Orko with Subco pursuant to the Arrangement is intended to qualify as an amalgamation within the meaning of Section 87 of the ITA.
Canadian Tax Matters. Notwithstanding anything contained in this Agreement to the contrary, the following shall apply to Seller, Assigning Subsidiaries, Purchaser and Purchaser Affiliates as applicable with respect to any Canadian Tax matters.
Canadian Tax Matters. (i) The shares of Angoss Software Corporation or its predecessor have never been considered “taxable Canadian property” as defined in section 248 of the Income Tax Act (Canada) at any time, including at the time such shares were acquired by the Company.
(ii) Solely with respect to the Angoss Acquisition, the value of the consideration paid or received between the Acquired Entities for the acquisition, sale, transfer or provision of property or the provision of services from or to any Person with which it was not dealing at arm’s length at the relevant time was the fair market value of such property acquired, provided or sold or services purchased or provided.
(iii) There are no circumstances existing prior to the date hereof which could reasonably be expected to result in the application of any of sections 80, 80.01, 80,02, 80.03 and 80.04 of the Income Tax Act (Canada) to an Acquired Entity.
Canadian Tax Matters. New Gold, Peak and Metallica intend that the amalgamations of Peak with BC Subco and Metallica with CBCA Subco will each qualify as an amalgamation within the meaning of Section 87 of the Tax Act.
Canadian Tax Matters. All real property Taxes, personal and intangible property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Canadian Seller and Buyer based on the number of days of such taxable period which fall on or before the Closing Date (a "Pre-Closing Tax Period") and the number of days of such taxable period after the Closing Date (a "Post-Closing Tax Period"). Canadian Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period.
Canadian Tax Matters. New Gold and Western intend that the merger of Western with New Gold Subco will qualify as an amalgamation within the meaning of Section 87 of the Tax Act.
Canadian Tax Matters. Each of Burgundy and Grizzly, together with Burgundy Tax Counsel, Grizzly Tax Counsel, and their other respective advisors as determined by each, shall consult with each other in good faith, and shall consult together with and seek a ruling (the “CRA Ruling Request”) from the Canadian Revenue Agency (“CRA”) substantially to the effect that the “Canadian Butterfly” transactions described in the Ruling Request (the “Canadian Butterfly Transaction”) will qualify as a tax-free transaction for Canadian income tax purposes under the potential transaction structures contemplated by Burgundy and Grizzly and in accordance with Schedule 8.3(e).
