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. 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. 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. 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. 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 RECEIVABLES TRANSFER AGREEMENT 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. (i) Except pursuant to this Agreement or as set forth in Schedule 3.23(q) hereto, for purposes of the Income Tax Act (Canada) and all regulations promulgated thereunder, as amended ("Tax Act"), or any applicable provincial or municipal taxing statute, no Person or group of Persons has ever acquired or had the right to acquire control of Xxxxxxx, Xxxxxxx Industries International Ltd. or Xxxxx-Xxxx Manufacturing Ltd. (collectively, the "Canadian Subsidiaries").
(ii) None of Sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the taxation legislation of any province or any other jurisdiction, have applied or will apply to any Canadian Subsidiary any time up to and including the Closing Date.
(iii) Each Canadian Subsidiary has not acquired property from a non-arm's length person, within the meaning of the Tax Act, for consideration, the value of which is less than the fair market value of the property acquired, in circumstances which could subject it to a liability under Section 160 of the Tax Act.
(iv) Except as disclosed on Schedule 3.23(q), for all transactions between a Canadian Subsidiary and any non-resident Person with whom such Canadian Subsidiary was not dealing at arm's length, such Canadian Subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.
(v) Xxxxxxx, Xxxxxxx Industries International Ltd. and Xxxxx- Xxxx Manufacturing Ltd. are duly registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to goods and services tax and harmonized sales tax and their respective registration numbers are 89840-2763, 89057-3058 and 89159-9128;
(vi) The only reserves under the Tax Act or any equivalent provincial statute to be claimed by a Canadian Subsidiary for the taxation year ended immediately prior to the closing of the transactions contemplated hereby are set out in Schedule 3.23(q);
(vii) Each Canadian Subsidiary has provided complete and accurate information relating to the matters referred to below, which information is attached as Schedule 3.23(q):
(a) cost and adjusted cost base of capital properties;
(b) capital cost allowance deducted in each class of depreciable assets;
(c) undepreciated capital cost of each class of depreciable assets;
(d) paid-up capital of each class of shares;
(e) capital dividend account balance;
(f) refundable dividend tax on hand;
(g) non-capital losses available for carry ...
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. Brxxx xas duly filed on a timely basis all Canadian Tax Returns required to be filed by it in Canada and any other foreign taxing jurisdiction (whether local, state, provincial or federal) and such Canadian Tax Returns are true complete and correct and has paid all Canadian Taxes due and payable by it. Brxxx xas paid or has made adequate provision for Canadian Taxes payable by it in all jurisdictions for the current period and any previous period for which Canadian Tax Returns are not yet required to be filed. There are no audits, actions, assessments, suits, proceedings, investigations or claims pending or, to the Knowledge of Brxxx xnd the Sellers, or threatened against, Brxxx xn respect of Canadian Taxes, nor are there any material matters under discussion with any governmental authority relating to Canadian Taxes asserted by any such authority. Brxxx xs not party to any agreement or undertaking with respect to Canadian Taxes including undertakings with respect to deferrals of land transfer tax or with respect to debt forgiveness under the Tax Act.
4.12.1.1 The Canadian federal income tax liability of Brxxx xas been assessed by Revenue Canada for all fiscal years up to and including the fiscal year ended December 31, 1997 and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Canadian Tax Return by, or payment of any Canadian Tax or deficiency against, Brxxx. The Sellers have provided to the Buyer a true copy of all Canadian Tax Returns filed by Brxxx xn respect of the three last completed fiscal years of Brxxx. Brxxx xas not been and is not currently required to file any, Canadian Tax Returns with any taxation authority located in any jurisdiction outside Canada or outside the province of Ontario.
4.12.1.2 Brxxx xas withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of Canada, the amount of all Canadian Taxes and other deductions required to be withheld therefrom, including without limitation, all employee and employer portions for Workers' Compensation, Canada Pension Plan and Unemployment Insurance and has paid the same to the proper tax or other receiving officers within the time required under any applicable legislation. Brxxx xas remitted to the appropriate tax authority when required by law to do so all amounts collected by it on account of sales taxes including goods and services tax.
4.12.1.3 Brxxx xas no...
Canadian Taxes. 7.5.1 PAYMENT OF RST AND LTT. Payments of RST, LTT and other nonrefundable taxes pursuant to Paragraph 7.3(h) or Paragraph 7.4(k) shall be made by Seller and/or Buyer, as applicable, directly to the relevant tax authority (such payments to be remitted by Buyer's solicitors, in the case of amounts due upon registration of transfer of the Toronto Hotels), and Buyer and Seller, as applicable, shall provide evidence thereof satisfactory to each other.
