Canadian Taxes. Marconi Canada and the Canadian Purchaser agree to make a joint election under Section 167 of the Excise Tax Act (Canada) and any provincial equivalent. Furthermore, Marconi Canada and the Canadian Purchaser agree to make a joint election, under Section 22 of the Income Tax Act (Canada) and any provincial equivalent, with respect to any or all of the Accounts Receivable owned by Marconi Canada and included in the Assets.
Canadian Taxes. The Transferor represents and warrants to the Administrative Agent and each Funding Agent for the benefit of the Committed Purchasers and the CP Conduit Purchasers that it has not assumed in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by either any Seller under the Receivables Purchase Agreement or the Transferor that such obligation was to be assumed by the Transferor. The parties hereto agree that none of the Administrative Agent, the Committed Purchasers or the CP Conduit Purchasers are assuming in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Committed Purchasers, the CP Conduit Purchasers, the Administrative Agent or any Funding Agent. The Transferor hereby indemnifies the Administrative Agent and each Funding Agent for the benefit of the Committed Purchasers and the CP Conduit Purchasers and holds them harmless from and against any assessments, withholding taxes, claims, or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by the Transferor pursuant to this subsection shall be made solely from funds available to the Transferor which are not otherwise required to be applied to the payment of any amounts pursuant to this Agreement (other than to the Transferor), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Transferor to the extent that insufficient funds exist to make such payment. It is understood that all of the invoices in respect of the Receivables with Canadian Obligors of the Sellers under the Receivables Purchase Agreement will bear the GST registration number of such Seller.
Canadian Taxes. Sections 2.8 and 2.9 of the Agreement shall not apply to any Canadian Taxes related to the Transferred Assets of the Canadian Subsidiary. In respect of any Canadian Taxes related to the Transferred Assets of the Canadian Subsidiary:
Canadian Taxes. TRM Canada is registered for purposes of Part IX of the ETA and its GST registration number is 129750816RT0001 and is registered under Part I of the QSTA and its QST registration number is 1013231253.
Canadian Taxes. For Canadian tax purposes, net income and net loss of the Partnership for financial accounting purposes for any fiscal year shall be determined in accordance with generally accepted accounting principles. For each fiscal year in which the income of the Partnership is not less than nil, each Partner (including for these purposes persons who were Partners of the Partnership at any time during the fiscal year) shall be allocated in respect of each hour ending in the fiscal year an amount equal to the income of the Partnership for the fiscal year divided by the number of hours in the fiscal year and multiplied by the Partner's proportion in the aggregate capital accounts of all Partners at the end of such hour; provided, however, that to the extent any gains are realized on the disposition of capital property, such gains will be allocated to those Persons who were Partners at the time of the disposition in proportion to their capital accounts at that time. For each fiscal year in which a net loss is incurred, each Partner (including for these purposes persons who were Partners of the Partnership at anytime during the fiscal year) shall be allocated in respect of each hour ending in the fiscal year an amount equal to the net loss of the Partnership for the fiscal year divided by the number of hours in the fiscal year and multiplied by the Partner's proportion in the aggregate capital accounts of all Partners at the end of such hour.
Canadian Taxes. (i) Tax Filings. CUP has prepared and filed on time (taking into account all applicable extensions) with all appropriate governmental bodies all tax returns, declarations, remittances, information returns, reports and other documents of every nature required to be filed by or on behalf of CHP in respect of any CHP Taxes or in respect of any other provision in any domestic or foreign federal, provincial, municipal, state, territorial or other taxing statute for all fiscal periods ending prior to the date hereof and will continue to do so for all fiscal periods ending on or prior to the Closing Date, provided that Buyer causes CHP to give Seller access to all books and records Seller believes are reasonably necessary for the preparation of such returns. All such returns, declarations, remittances, information returns, reports and other documents filed prior to the date hereof are correct and complete in all material respects, and no material fact has been omitted therefrom. No extension of time in which to file any such returns, declarations, remittances, information returns, reports or other documents is in effect. All CHP Taxes shown on all such returns, or on any assessments or reassessments in respect of any such returns filed prior to the date hereof have been paid in full or provided for on CHP's Financial Statements.
Canadian Taxes. Except as set out in Schedule 8.08, the Canadian Borrower and each of its Subsidiaries have filed all federal, provincial and income taxes and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by it or any of its Subsidiaries, except where the failure to file such tax returns and pay such taxes could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of it and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Canadian Borrower, adequate. No tax lien has been filed and, to the knowledge of the Canadian Borrower, no claim is being asserted with respect to any such tax, fee or other charge which could not reasonably be expected to result in a Material Adverse Effect.
Canadian Taxes. The Company represents and warrants to the Trustee for the benefit of the Certificateholders that it has not assumed in any manner whatsoever any obligation of the Sellers under the Canadian Receivables Sale Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by neither any Seller under the Canadian Receivables Sale Agreement nor the Company that such obligation was to be assumed by the Company. The parties hereto agree that the Trust does not assume in any manner whatsoever any obligation of the Sellers under the Canadian Receivables Sale Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Trust or the Trustee. The Company hereby indemnifies the Trustee for the benefit of the Certificateholders and holds it harmless from and against any assessments, claims or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise required to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than to the Company), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Company to the extent that insufficient funds exist to make such payment. It is understood that all of the invoices in respect of the Receivables of the Sellers under the Canadian Receivables Sale Agreement will bear the GST registration number of such Seller.
Canadian Taxes. 54 EXHIBITS A -- Request for Extension of Credit B -- Subsidiaries C -- Note D -- Assignment and Acceptance E -- Compliance Certificate F -- Plant Land CREDIT AGREEMENT THIS CREDIT AGREEMENT is made and entered into as of September 28, 1995 (the "Effective Date"), by and among STERLING PULP CHEMICALS, LTD., a corporation organized under the laws of the Province of Ontario, Canada (the "Borrower"); each of the lenders which is or may from time to time become a party hereto (individually, a "Lender" and, collectively, the "Lenders"), and TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("TCB"), a national banking association, as agent for the Lenders (in such capacity, together with its successors in such capacity, the "Agent"). The parties hereto agree as follows:
Canadian Taxes. All payments made by the Borrower under this Agreement, under the Notes or under any of the other Loan Documents are to be made without any deduction or withholding for or on account of any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including, without limitation, interest, penalties and additions thereto) that is imposed by any Canadian Governmental Authority in respect of a payment under this Agreement, under the Notes or under any of the other Loan Documents (a "Canadian Tax"). If the Borrower is required by any applicable law, rule or regulation to make any deduction or withholding for or on account of any Canadian Tax from any payment to be made by it under this Agreement, under the Notes or under any other Loan Documents, then the Borrower shall (i) promptly notify the Lender that is entitled to such payment of such requirement, in writing (with a copy to the Agent) to so deduct or withhold such Canadian Tax, (ii) pay to the relevant authorities the full amount required to be so deducted or withheld promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against such Lender, (iii) promptly forward to such Lender an official receipt (or certified copies thereof), or other documentation reasonably acceptable to such Lender, evidencing such payment to such authorities (with copies to the Agent) and (iv) pay, to the extent permitted by law, to the Agent for the account of such Lender, such additional amount as is necessary to ensure that the total amount actually received by such Lender will equal the full amount of the payment such Lender would have received had no such deduction or withholding been required. The provisions of this Section shall not apply with respect to Canadian Taxes paid or incurred by any Lender organized under the laws of Canada (or a Province of Canada) and accruing after a transfer to a Subsidiary of the Parent organized in the United States pursuant to Section 11.16 hereof.
