Certain Tax Treatment. Buyer Parties and Trust agree that, pursuant to Section 10 of Part V of Schedule VI of the EXCISE TAX Act (Canada) and section 188 of an ACT RESPECTING THE QUEBEC SALES TAX, no Goods and Services Tax under the EXCISE TAX ACT (Canada) or Quebec Sales Tax under an ACT RESPECTING THE QUEBEC SALES TAX is payable in respect of the purchase and sale of the Purchased Assets. In that respect, Parent represents that it is not registered under Subdivision d of Division V of Part IX of the EXCISE TAX ACT (Canada) and under Division I of Chapter VIII of an ACT RESPECTING THE QUEBEC SALES TAX.
Certain Tax Treatment. The Company’s issuance of additional shares of common stock pursuant to Section 2.3.1 above (the “Additional Shares”) shall be deemed compensation paid to the Employee for federal and state income tax purposes. The fair market value of the Additional Shares shall be determined by the Company’s Board of Directors in its sole discretion. The Employee shall be responsible for and shall promptly pay to the Company, the Employee’s portion of applicable federal and state income tax withholdings incurred in connection with such stock issuance. On the date that the Company issues the Additional Shares, the Company shall pay to the Employee a bonus equal to a grossed up before-tax amount calculated so that the after-tax amount payable to the Employee equals the federal and state income taxes that the Employee must pay in connection with such stock issuance.
Certain Tax Treatment. The Debtors and each Backstop Party hereby acknowledge and agree, except as otherwise required by applicable Law, (a) that the New Secured Notes constitute and shall be treated as debt for U.S. federal income Tax purposes (regardless of whether any such notes are Backstop Notes), (b) that the Backstop Parties’ receipt of the Put Option Notes shall be treated, for U.S. federal income Tax purposes, as creating “market discount” within the meaning of Section 1278 of the Code, (c) that any calculation by the Debtors or their agents regarding the amount of “original issue discount” within the meaning of Section 1273(a) of the Code (“OID”), if any, or market discount shall be as set forth by the Debtors or their agents in accordance with applicable U.S. Tax Law, Treasury Regulations, and other applicable guidance, and will be available, after preparation, to such Backstop Party with respect to the Backstop Notes held by such Backstop Party, for any accrual period in which such Backstop Party held such Backstop Notes, promptly upon request, and (d) to adhere to this Agreement for U.S. federal income Tax purposes with respect to such Backstop Party for so long as such Backstop Party holds Backstop Notes and not to take any action or file any Tax Return, report or declaration inconsistent herewith (including, with respect to the amount of OID on the Backstop Notes). This Section 1.4 is not an admission by any Backstop Party that it is subject to United States taxation.
Certain Tax Treatment
