Consideration for BHP Billiton Buffer Zone Assets and the BCDC Buffer Zone Assets Sample Clauses

Consideration for BHP Billiton Buffer Zone Assets and the BCDC Buffer Zone Assets. Newco shall issue common shares to BHP Billiton Canada as consideration for the transfer of the BHP Billiton Buffer Zone Assets. The value of the common shares to be issued by Newco to BHP Billiton Canada shall be the fair market value of the BHP Billiton Buffer Zone Assets less the amount of the Assumed Liabilities related to the BHP Billiton Buffer Zone Assets. Newco shall issue common shares to BCDC as consideration for the transfer of the BCDC Buffer Zone Assets. The value of the common shares to be issued by Newco to BCDC shall be the fair market value of the BCDC Buffer Zone Assets less the amount of the Assumed Liabilities related to the BCDC Buffer Zone Assets. Newco, on the one hand, and BHP Billiton Canada or BCDC, as applicable, on the other hand, shall jointly elect under s. 85(1) of the Tax Act to effect the transfer of the BHP Billiton Canada Buffer Zone Assets or the BCDC Buffer Zone Assets, as applicable, at the lowest amount permitted under that provision, with the intention that BHP Billiton Canada and BCDC, respectively, shall realize no taxable income or capital gains on the transfer. Newco, on the one hand, and BHP Billiton Canada or BCDC, as applicable, on the other hand, shall further jointly elect under s. 167(1) of the Excise Tax Act (Canada). In any event, the intention is that no GST be applicable on the transfer of the BHP Billiton Canada Buffer Zone Assets or the BCDC Buffer Zone Assets. In this respect and before the transfer, Newco shall open a GST/HST account with the Canada Revenue Agency using its federal Business Number.
Sample 1
AutoNDA by SimpleDocs

Related to Consideration for BHP Billiton Buffer Zone Assets and the BCDC Buffer Zone Assets

  • Information Concerning Sub-Advisor Assets and the Sub-Advisor From time to time as the Advisor, and any consultants designated by the Advisor, or the Trust may request, the Sub-Advisor will furnish the requesting party reports on portfolio transactions and reports on Sub-Advisor Assets held in the portfolio, all in such detail as the Advisor, its consultant(s) or the Trust may reasonably request. The Sub-Advisor will provide the Advisor with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for Sub-Advisor Assets, any changes in the portfolio managers responsible for Sub-Advisor Assets, any changes in the ownership or management of the Sub-Advisor, or of material changes in the control of the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry. Upon reasonable request, the Sub-Advisor will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Sub-Advisor Assets.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Information Concerning Subadviser Assets and Subadviser From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person. Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!