Canadian Taxation Sample Clauses

Canadian Taxation. All payments of principal and interest by HCFI will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatever nature imposed or levied by or on behalf of Canada or any province, territory or other political subdivision or any authority thereof or therein having power to tax, unless such taxes, duties, assessments or charges are required by law or by the interpretation or administration thereof. In that event, HCFI will, subject to the right of redemption set out in Condition 7 (Redemption and Purchase) pay such additional amounts (the “Canadian Additional Amounts” and, together with the U.S. Additional Amounts, the “Additional Amounts”) as may be necessary in order that the net amounts receivable by Noteholders, as the case may be, after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes, as the case may be, in the absence of such withholding or deduction; except that no such Canadian Additional Amount shall be payable with respect to any Note presented for payment: (i) by or on behalf of a Noteholder who is liable for such taxes or duties in respect of such Note by reason of having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note;

Canadian Taxation. For a discussion of certain material Canadian federal income tax considerations applicable to the notes, please see the section “Tax Consequences—Canadian Taxation—Debt Securities” in the accompanying prospectus and any applicable tax consequences discussed in the applicable pricing supplement. SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) We and TD Securities (USA) LLC, as agent, have entered into a distribution agreement with respect to the notes. The agent or agents through whom the notes will be offered will be identified in the applicable pricing supplement. Subject to certain conditions, the agent has agreed to use its reasonable efforts to solicit purchases of the notes. We have the right to accept offers to purchase notes and may reject any proposed purchase of the notes. The agent may also reject any offer to purchase notes. We will pay the agent a commission on any notes sold through the agent. The commission is expected to range from 0% to 2% of the principal amount of the notes, depending on the stated maturity of the notes, or in such other amount as may be agreed between the agent and TD. We may also sell notes to the agent, who will purchase the notes as principal for its own account. In that case, we will either pay the agent a commission as discussed above or the agent may purchase the notes at a price equal to the issue price specified in the applicable pricing supplement, less a discount to be agreed with us at the time of the offering. The agent may resell any notes it purchases as principal to other brokers or dealers at a discount, which may include all or part of the discount the agent received from us. If all the notes are not sold at the initial offering price, the agent may change the offering price and the other selling terms. We may also sell notes directly to investors. We will not pay commissions on notes we sell directly. We have reserved the right to withdraw, cancel or modify the offer made by this prospectus supplement without notice and may reject orders in whole or in part whether placed directly with us or with an agent. No termination date has been established for the offering of the notes. The agent, whether acting as agent or principal, may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We have agreed to indemnify the agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments made in...