Canadian Withholding Clause Samples
The Canadian Withholding clause establishes the obligation for one party to withhold and remit taxes required by Canadian law from payments made under the agreement. In practice, this means that if a payment is subject to Canadian withholding tax, the paying party must deduct the appropriate amount and remit it to Canadian tax authorities, often providing documentation to the recipient. This clause ensures compliance with Canadian tax regulations and allocates responsibility for tax withholding, thereby preventing potential legal or financial penalties for failing to withhold required taxes.
Canadian Withholding. No Canadian withholding tax will -------------------- be required with respect to the sale and transfer of all of the outstanding shares of capital stock of MS Canada to Buyer by SVM Canada. ARTICLE VI ---------- REPRESENTATIONS AND WARRANTIES OF BUYER --------------------------------------- As an inducement to Parent to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Parent and agrees as follows:
Canadian Withholding. (a) The Jersey Trustee on behalf of the Jersey Trust shall take all reasonable steps to obtain and deliver to the Canadian Purchaser a certificate issued by the Canada Revenue Agency (the “CRA”) under subsection 116(5.2) of the Income Tax Act (Canada) (a “Clearance Certificate”) fixing therein an amount equal to the proceeds of disposition, proposed proceeds of disposition or such other amount as is reasonable in the circumstances (the “Certificate Limit”) of no less than the Jersey Canadian Closing Consideration, expressed in Canadian dollars.
(b) The Canadian Purchaser shall be entitled to withhold from the Jersey Canadian Closing Consideration fifty percent (50%) of the amount, if any, by which the Jersey Canadian Closing Consideration exceeds the Certificate Limit of any Clearance Certificate delivered, or if no Clearance Certificate is delivered, the Canadian Purchaser shall be entitled to withhold from the Jersey Canadian Closing Consideration an amount equal to fifty percent (50%) of the Jersey Canadian Closing Consideration (the “Withheld Amount”). The Withheld Amount shall be paid to the Escrow Agent at Closing and held in trust by the Escrow Agent on the conditions set out in this Section 3.5 and an escrow agreement in the form of Exhibit K to be entered into between the Canadian Purchaser, the Jersey Trustee on behalf of the Jersey Trust and the Escrow Agent (the “Canadian Escrow Agreement”).
(c) Where the Canadian Purchaser has withheld the Withheld Amount and the Jersey Trustee on behalf of the Jersey Trust delivers to the Canadian Purchaser, after the Closing Date and on or before 28 days after the end of the month in which the Canadian Purchaser acquires the Jersey Canadian Assets (the “Remittance Deadline”), (i) a Clearance Certificate having a Certificate Limit of no less than the Jersey Canadian Closing Consideration, the Canadian Purchaser shall direct the Escrow Agent to release and forthwith pay to the Jersey Trust, by certified cheque, wire or bank draft, the Withheld Amount or (ii) a Clearance Certificate with a Certificate Limit less than the Jersey Canadian Closing Consideration, the Canadian Purchaser shall direct the Escrow Agent to release and forthwith pay to the Jersey Trust, by certified cheque, wire or bank draft, the Withheld Amount less fifty percent (50%) of the amount by which the Jersey Canadian Closing Consideration exceeds the Certificate Limit.
(d) Where the Canadian Purchaser has withheld the Withheld Amount and no ...
Canadian Withholding. If a Canadian Withholding Tax Certificate specifying a Canadian Withholding Tax Certificate Limit in an amount that is not less than the Taxable Canadian Property Purchase Price is not delivered to Purchasers at or before Closing, Purchasers will withhold from the Purchase Price otherwise payable at Closing the Canadian Withholding Tax Escrow Amount, which amount shall be distributed to the Canadian Withholding Tax Escrow Agent in accordance with the following provisions of this Section 2.7. Purchase and Sale Agreement
Canadian Withholding. No Canadian withholding tax will be required with respect to the sale and transfer of all of the outstanding shares of capital stock of MS Canada to Buyer by SVM Canada.
Canadian Withholding. (i) Within 60 days of the Closing, if then required pursuant to current interpretations of the CCRA, TCC shall file amended Tax Returns in Canada correcting any prior inaccuracies in the reporting and payment of withholding obligations of TCC in respect of payments, loans or distributions by TCC to TEC, and (ii) Seller shall pay to the appropriate taxing authority all Taxes required to be paid in respect of such obligations (whether or not shown on any such Tax Returns). The filing of such Tax Returns and the payment of such Taxes shall be subject to the provisions of Section 8.2(f) herein.