Common use of Financial Statements and Taxes Clause in Contracts

Financial Statements and Taxes. (i) Pubco’s Financial Statements have, in each case, been prepared in accordance with IFRS consistently applied throughout the periods referred to therein and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of Pubco as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of Pubco in accordance with IFRS and there has been no change in accounting policies or practices of Pubco since December 31, 2017; (ii) Pubco is a taxable Canadian corporation for Canadian tax purposes and all Taxes due and payable, or required to be collected or withheld and remitted, by Pubco and Subco have been paid, collected or withheld and remitted as applicable. All Tax Returns, declarations, remittances and filings required to be filed by Pubco and Subco have been filed with all appropriate Government Agencies and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading (except for such Tax Returns and reports with respect to which the failure to file in a timely manner would not be Materially Adverse). Pubco has not received notice of any examination of any Tax Return of Pubco or Subco, and to the knowledge of Pubco, no such examination is currently in progress by any Government Agency and there are no issues or disputes outstanding with any Government Agency respecting any Taxes that have been paid, or may be payable, by Pubco or Subco. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Pubco and Subco. There are no circumstances existing as of the date hereof that could result in the application of one or more of Section s 17, 78 or 80 to 80.04 of the Income Tax Act (Canada) or any analogous provision of any Law of any province or territory of Canada to Pubco or Subco. Neither Pubco nor Subco (i) is a party to, bound by, or obligated under any Tax allocation, indemnity, or sharing contract or arrangement, and (ii) is liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise, including under Section 191.3 of the Income Tax Act (Canada); (iii) the value of consideration paid or received by each of Pubco and Subco in respect of the acquisition, sale or transfer of any property or the provision of any services to or from any person with whom it does not deal at “arm’s length” (as defined for purposes of the Income Tax Act (Canada)) has been equal to the fair market value of such property acquired, sold or transferred or services provided. Pubco has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act for all transactions where sub-Section 247(3) of the Income Tax Act (Canada) could apply; (iv) Pubco has established on its books and records reserves or otherwise made provisions that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the Pubco Assets and its subsidiary, and, to the knowledge of Pubco, there are no audits pending of the Tax Returns of Pubco or its subsidiary (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such Tax Returns; (v) the auditors of Pubco’s Financial Statements (as applicable) are independent public accountants; and (vi) no holder of outstanding Pubco Common Shares is entitled to any pre- emptive or any similar rights to subscribe for any Pubco Common Shares or other securities of Pubco, and except as contemplated by this Agreement, no rights to acquire, or instruments convertible into or exchangeable for, any securities in the capital of Pubco or Subco are outstanding.

Financial Statements and Taxes. (i) PubcoBC Co’s Financial Statements have, in each case, been prepared in accordance with IFRS consistently applied throughout the periods referred to therein and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of Pubco BC Co as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of Pubco BC Co in accordance with IFRS and there has been no change in accounting policies or practices of Pubco BC Co since December 31, 20172014; (ii) Pubco BC Co is a taxable Canadian corporation for Canadian tax purposes and all Taxes due and payable, payable or required to be collected or withheld and remitted, by Pubco BC Co and Subco its subsidiary have been paid, collected or withheld and remitted as applicableapplicable (except where failure to do so would not be Materially Adverse). All Tax Returnstax returns, declarations, remittances and filings required to be filed by Pubco BC Co and Subco its subsidiary have been filed with all appropriate Government Agencies and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading (except for such Tax Returns returns and reports with respect to which the failure to timely file in a timely manner would not be Materially Adverse). Pubco BC Co has not received notice of any examination of any Tax Return tax return of Pubco BC Co or Subcoits subsidiary, and to the knowledge of PubcoBC Co, no such examination is currently in progress by any Government Agency and there are no issues or disputes outstanding with any Government Agency respecting any Taxes that have been paid, or may be payable, by Pubco BC Co or Subcoits subsidiary. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Pubco BC Co and Subco. There are no circumstances existing as of the date hereof that could result in the application of one or more of Section s 17, 78 or 80 to 80.04 of the Income Tax Act (Canada) or any analogous provision of any Law of any province or territory of Canada to Pubco or Subco. Neither Pubco nor Subco (i) is a party to, bound by, or obligated under any Tax allocation, indemnity, or sharing contract or arrangement, and (ii) is liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise, including under Section 191.3 of the Income Tax Act (Canada)its subsidiary; (iii) the value of consideration paid or received by each of Pubco and Subco in respect of the acquisition, sale or transfer of any property or the provision of any services to or from any person with whom it does not deal at “arm’s length” (as defined for purposes of the Income Tax Act (Canada)) has been equal to the fair market value of such property acquired, sold or transferred or services provided. Pubco has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act for all transactions where sub-Section 247(3) of the Income Tax Act (Canada) could apply; (iv) Pubco BC Co has established on its books and records reserves or otherwise made provisions that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the Pubco BC Co Assets and its subsidiary, and, to the knowledge of PubcoBC Co, there are no audits pending of the Tax Returns tax returns of Pubco BC Co or its subsidiary (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such Tax Returnstax returns; (viv) the BC Co’s auditors of Pubcowho audited BC Co’s Financial Statements (as applicable) are independent public accountants; and (viv) no No holder of outstanding Pubco BC Co Common Shares is entitled to any pre- emptive or any similar rights to subscribe for any Pubco BC Co Common Shares or other securities of PubcoBC Co, and except as contemplated by this Agreement and the Canadian Arrangement Agreement, no rights to acquire, or instruments convertible into or exchangeable for, any securities in the capital of Pubco BC Co or Subco Merger Co are outstanding.

Financial Statements and Taxes. (i) PubcoBC Co’s Financial Statements have, in each case, been prepared in accordance with IFRS consistently applied throughout the periods referred to therein and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of Pubco BC Co as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of Pubco BC Co in accordance with IFRS and there has been no change in accounting policies or practices of Pubco BC Co since December August 31, 20172015; (ii) Pubco BC Co is a taxable Canadian corporation for Canadian tax Tax purposes and all Taxes due and payable, payable or required to be collected or withheld and remitted, by Pubco BC Co and Subco Merger Co have been paid, collected or withheld and remitted as applicableapplicable (except where failure to do so would not be Materially Adverse). All Tax Returns, declarations, remittances and filings required to be filed by Pubco BC Co and Subco Merger Co have been filed with all appropriate Government Agencies and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading (except for such Tax Returns and reports with respect to which the failure to timely file in a timely manner would not be Materially Adverse). Pubco BC Co has not received notice of any examination of any Tax Return of Pubco BC Co or SubcoMerger Co, and to the knowledge of PubcoBC Co, no such examination is currently in progress by any Government Agency and there are no issues or disputes outstanding with any Government Agency respecting any Taxes that have been paid, or may be payable, by Pubco BC Co or Subco. Merger Co. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Pubco BC Co and Subco. There are no circumstances existing as of the date hereof that could result in the application of one or more of Section s 17, 78 or 80 to 80.04 of the Income Tax Act (Canada) or any analogous provision of any Law of any province or territory of Canada to Pubco or Subco. Neither Pubco nor Subco (i) is a party to, bound by, or obligated under any Tax allocation, indemnity, or sharing contract or arrangement, and (ii) is liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise, including under Section 191.3 of the Income Tax Act (Canada)Merger Co; (iii) the value of consideration paid or received by each of Pubco and Subco in respect of the acquisition, sale or transfer of any property or the provision of any services to or from any person with whom it does not deal at “arm’s length” (as defined for purposes of the Income Tax Act (Canada)) has been equal to the fair market value of such property acquired, sold or transferred or services provided. Pubco has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act for all transactions where sub-Section 247(3) of the Income Tax Act (Canada) could apply; (iv) Pubco BC Co has established on its books and records reserves or otherwise made provisions that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the Pubco BC Co Assets and its subsidiary, and, to the knowledge of PubcoBC Co, there are no audits pending of the Tax Returns of Pubco BC Co or its subsidiary (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such Tax Returns; (iv) BC Co (i) is not a “controlled foreign corporation” as defined in Code Section 957 for purposes of Code Section 1248, and (ii) has no permanent establishment (within the meaning of any applicable Tax treaty) or any office or fixed place of business in a country other than the country in which it is organized. (v) the BC Co’s auditors of Pubcowho audited BC Co’s Financial Statements (as applicable) are independent public accountants; and (vi) no No holder of outstanding Pubco BC Co Common Shares is entitled to any pre- emptive or any similar rights to subscribe for any Pubco BC Co Common Shares or other securities of PubcoBC Co, and except as contemplated by this Agreement and the Canadian Arrangement Agreement, no rights to acquire, or instruments convertible into or exchangeable for, any securities in the capital of Pubco BC Co or Subco Merger Co are outstanding.

Financial Statements and Taxes. (i) Pubco’s Financial Statements have, in each case, been prepared in accordance with IFRS consistently applied throughout the periods referred to therein and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of Pubco as at such dates and the results of its operations and its cash flows for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of Pubco in accordance with IFRS and there has been no change in accounting policies or practices of Pubco since December 31, 2017; (ii) Pubco BC Co is a taxable Canadian corporation for Canadian tax purposes and all Taxes due and payable, payable or required to be collected or withheld and remitted, by Pubco BC Co and Subco NewCo have been paid, collected or withheld and remitted as applicableapplicable (except where failure to do so would not be Materially Adverse). All Tax Returnstax returns, declarations, remittances and filings required to be filed by Pubco BC Co and Subco NewCo have been filed with all appropriate Government Agencies and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading (except for such Tax Returns returns and reports with respect to which the failure to timely file in a timely manner would not be Materially Adverse). Pubco BC Co has not received notice of any examination of any Tax Return tax return of Pubco BC Co or SubcoNewCo, and to the knowledge of PubcoBC Co, no such examination is currently in progress by any Government Agency and there are no issues or disputes outstanding with any Government Agency respecting any Taxes that have been paid, or may be payable, by Pubco BC Co or SubcoNewCo. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Pubco and Subco. There are no circumstances existing as of the date hereof that could result in the application of one BC Co or more of Section s 17, 78 or 80 to 80.04 of the Income Tax Act (Canada) or any analogous provision of any Law of any province or territory of Canada to Pubco or Subco. Neither Pubco nor SubcoNewCo; (i) is a party to, bound by, or obligated under any Tax allocation, indemnity, or sharing contract or arrangement, and (ii) is liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise, including under Section 191.3 of the Income Tax Act (Canada); (iii) the value of consideration paid or received by each of Pubco and Subco in respect of the acquisition, sale or transfer of any property or the provision of any services to or from any person with whom it does not deal at “arm’s length” (as defined for purposes of the Income Tax Act (Canada)) has been equal to the fair market value of such property acquired, sold or transferred or services provided. Pubco has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act for all transactions where sub-Section 247(3) of the Income Tax Act (Canada) could apply; (iv) Pubco BC Co has established on its books and records reserves or otherwise made provisions that are adequate for the payment of all Taxes not yet due and payable and there are no liens for Taxes on the Pubco BC Co Assets and its subsidiaryor NewCo, and, to the knowledge of PubcoBC Co, there are no audits pending of the Tax Returns tax returns of Pubco BC Co or its subsidiary NewCo (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such Tax Returns; (v) the auditors of Pubco’s Financial Statements (as applicable) are independent public accountantstax returns; and (viiii) no No holder of outstanding Pubco BC Co Common Shares is entitled to any pre- emptive or any similar rights to subscribe for any Pubco BC Co Common Shares or other securities of PubcoBC Co, and except as contemplated by this Agreement, no rights to acquire, or instruments convertible into or exchangeable for, any securities in the capital of Pubco BC Co or Subco NewCo are outstanding.