Common use of Elections and Designations Clause in Contracts

Elections and Designations. (a) Subject to the more detailed provisions of subsections 2.3(c), 2.3(d) and 2.3(e), each Party covenants and agrees with and in favour of each other Party to file its Canadian federal and provincial tax returns and make all other Canadian federal and provincial filings, notifications, designations and elections, including elections pursuant to Section 85 of the Tax Act, pursuant to the Tax Act and to make adjustments to its stated capital accounts for the purposes of the OBCA in accordance with the terms of the Tax Ruling and Opinion, the Plan of Arrangement and the Arrangement Agreement, as applicable, following the Effective Date. Subject to the more detailed provisions of subsections 2.3(c), 2.3(d) and 2.3(e), where an "agreed amount" (or any analogous term or concept under applicable provincial or foreign tax legislation) is to be included in any such election, such amount will be within the range contemplated by the Tax Act (or applicable provincial or foreign tax legislation) and will be the amount contemplated by the Tax Ruling and Opinion, the Plan of Arrangement and the Arrangement Agreement, as applicable. (b) To the extent that any Party (in this subsection 5.1(b), the "First Party") receives a notice of assessment in respect of Tax levied pursuant to Part III.1 of the Tax Act for an "excessive eligible dividend designation" (within the meaning of the Tax Act) in respect of any dividend that is paid or deemed to be paid pursuant to the Arrangement, then any other Party who received or was entitled to receive all or any portion of such dividend or deemed dividend hereby agrees and consents to the making of an election by the First Party pursuant to subsection 185.1(2) of the Tax Act to treat such excessive eligible dividend designation as a taxable dividend (other than an eligible dividend), and the Parties agree to cooperate and to take all actions necessary or desirable to support the making of such election. (c) Each Party covenants and agrees with and in favour of each other Party to cooperate in the preparation and filing, in the form and within the time limits prescribed or otherwise contemplated in the Tax Act, of all tax returns, filings, notifications, designations and elections under the Tax Act as contemplated in the Tax Ruling and Opinion, the Plan of Arrangement and the Arrangement Agreement (and any similar tax returns, elections, notifications or designations that may be required under applicable provincial or foreign legislation).

Elections and Designations. (a) Subject to the more detailed provisions of subsections Sections 2.3(c), 2.3(d) and 2.3(e2.3(d), each Party covenants and agrees with and in favour of each other Party to file its Canadian federal and provincial tax returns and make all other Canadian federal and provincial filings, notifications, designations and elections, including elections pursuant to Section 85 of the Tax Act, pursuant to the Tax Act and to make adjustments to its stated capital accounts for the purposes of the OBCA CBCA in accordance with the terms of the Tax Ruling Rulings and Opinion, the Plan of Arrangement and the Arrangement Agreement, as applicable, following the Effective Date. Subject to the more detailed provisions of subsections Sections 2.3(c), 2.3(d) and 2.3(e2.3(d), where an "“agreed amount" (or any analogous term or concept under applicable provincial or foreign tax legislation) ” is to be included in any such election, such amount will be within the range contemplated by the Tax Act (or applicable provincial or foreign tax legislation) and will be the amount contemplated by the Tax Ruling and OpinionRulings, the Plan of Arrangement and the Arrangement Agreement, as applicable. (b) To the extent that any Party (in this subsection 5.1(b)Section, the "“First Party"”) receives a notice of assessment in respect of Tax levied pursuant to Part III.1 of the Tax Act for an "“excessive eligible dividend designation" ” (within the meaning of the Tax Act) in respect of any dividend that is paid or deemed to be paid pursuant to the Arrangement, then any other Party who received or was entitled to receive all or any portion of such dividend or deemed dividend hereby agrees and consents to the making of an election by the First Party pursuant to subsection Section 185.1(2) of the Tax Act to treat such excessive eligible dividend designation as a taxable dividend (other than an eligible dividend), and the Parties agree to cooperate and to take all actions necessary or desirable to support the making of such election. (c) Each Party covenants and agrees with and in favour of each other Party to cooperate in the preparation and filing, in the form and within the time limits prescribed or otherwise contemplated in the Tax Act, of all tax returns, filings, notifications, designations and elections under the Tax Act as contemplated in the Rulings Application, Tax Ruling and OpinionRulings, the Plan of Arrangement and the Arrangement Agreement (and any similar tax returns, elections, notifications or designations that may be required under applicable provincial or foreign legislation).

Elections and Designations. ‌ (a) Subject to the more detailed provisions of subsections Sections 2.3(c), 2.3(d) and 2.3(e2.3(d), each Party covenants and agrees with and in favour of each other Party to file its Canadian federal and provincial tax returns and make all other Canadian federal and provincial filings, notifications, designations and elections, including elections pursuant to Section 85 of the Tax Act, pursuant to the Tax Act and to make adjustments to its stated capital accounts for the purposes of the OBCA in accordance with the terms of the Tax Ruling and Opinion, the Plan of Arrangement and following the Arrangement Agreement, as applicable, following the Effective Date. Subject to the more detailed provisions of subsections Sections 2.3(c), 2.3(d) and 2.3(e2.3(d), where an "“agreed amount" (or any analogous term or concept under applicable provincial or foreign tax legislation) ” is to be included in any such election, such amount will be within the range contemplated by the Tax Act (or applicable provincial or foreign tax legislation) and will be the amount contemplated by the Tax Ruling and Opinion, the Plan of Arrangement and the Arrangement Agreement, as applicable. (b) To the extent that any Party (in this subsection 5.1(b)Section, the "“First Party"”) receives a notice of assessment in respect of Tax levied pursuant to Part III.1 of the Tax Act for an "“excessive eligible dividend designation" ” (within the meaning of the Tax Act) in respect of any dividend that is paid or deemed to be paid pursuant to the Arrangement, then any other Party who received or was entitled to receive all or any portion of such dividend or deemed dividend hereby agrees and consents to the making of an election by the First Party pursuant to subsection Section 185.1(2) of the Tax Act to treat such excessive eligible dividend designation as a taxable dividend (other than an eligible dividend), and the Parties agree to cooperate and to take all actions necessary or desirable to support the making of such election. (c) Each Party covenants and agrees with and in favour of each other Party to cooperate in the preparation and filing, in the form and within the time limits prescribed or otherwise contemplated in the Tax ActAct or other Applicable Law, of all tax Tax returns, filings, notifications, designations and elections under the Tax Act as contemplated in the Tax Ruling and Opinion, the Plan of Arrangement and Arrangement, the Arrangement Agreement or this Agreement, as applicable (and any similar tax Tax returns, elections, notifications or designations that may be required under applicable provincial or foreign Tax legislation).