Goods and Services Tax Election. The Parties shall jointly make and execute an election under Section 167 of the Excise Tax Act (Canada) and Section 75 of the Quebec Sales Tax Act on the forms prescribed for such purposes along with any documentation necessary or desirable in order to effect the transfer of the Business and Purchased Assets by the Vendor without payment of any Goods and Services Tax ("GST") or Quebec Sales Tax ("QST"). The Purchaser shall file the election forms referred to in this Section 2.6, together with any documentation necessary or desirable to give effect to such election, with Revenue Canada and the Ministere du Revenu du Quebec, respectively, together with the Purchaser's GST and QST returns for the reporting period in which the transactions provided for herein are consummated. Notwithstanding such election, in the event that it is determined by Revenue Canada or by the Ministere du Revenu du Quebec that there is a GST or QST liability of the Purchaser to pay GST or QST on all or part of the Business or Purchased Assets, such GST or QST, as the case may be, shall, unless already collected from the Purchaser and remitted by the Vendor be forthwith remitted by the Purchaser to Revenue Canada or the Ministere du Revenu du Quebec, as the case may be. Should the Vendor be assessed by Revenue Canada or the Ministere du Revenu du Quebec for any such GST or QST liability, the Purchaser shall indemnify and hold harmless the Vendor for all taxes, interest and penalties which the Vendor may be required to pay.
Goods and Services Tax Election. The Parties hereto hereby authorize the Operator to make an election or elections jointly with the Operator under subsection 273 (i) of the Excise Tax Act. The Parties agree to be bound by any such election made, for the duration of this Agreement.
Goods and Services Tax Election. (a) The Partnership and Alderon shall jointly execute an election under Section 167 of the ETA, and any equivalent or corresponding provisions of any applicable provincial law imposing a similar value-added or multi-staged tax such that no such tax will be payable with respect to the purchase and sale of the Alderon Initial Contribution Assets under this Agreement. The Partnership and Alderon shall make the elections in the prescribed forms containing prescribed information and such elections shall be filed by the Partnership in compliance with the requirements of the applicable law and, promptly thereafter, the Partnership will confirm to Alderon in writing that such election forms have been so filed.
(b) Notwithstanding the election contemplated in (a) above, in the event it is determined by the Canada Revenue Agency or other competent Governmental Authority that there is a liability of the Partnership to pay, or of Alderon to collect and remit, any amounts on account of sales, goods and services or harmonized sales tax on all or part of the Purchase Price paid for the Alderon Initial Contribution Assets, such sales, goods and services and harmonized sales tax shall be forthwith paid by the Partnership to the Canada Revenue Agency, the competent provincial tax authority, or to Alderon, as the case may be, and the Partnership shall indemnify and save Alderon harmless with respect to any such sales, goods and services or harmonized sales tax as well as any interest and penalties relating thereto or imposed thereon. Legal*7421044.1
Goods and Services Tax Election. The parties shall on the Closing Date jointly execute an election under Section 167 of the ETA and Section 75 of the QST on the forms prescribed for such purposes along with any documentation necessary or desirable in order to effect the transfer of the Assets by Sellers without payment of any Goods and Services Tax or Quebec Sales Tax. Purchaser shall on the Closing Date file the election forms referred to above, along with any documentation necessary or desirable to give effect to such, with Revenue Canada and the Ministere du Revenu du Quebec, respectively, and shall provide Sellers within twenty (20) days of the Closing Date with a photocopy of a written acknowledgement of Revenue Canada and of the Ministere du Revenu du Quebec of the receipt of the relevant election. Notwithstanding such election, in the event that it is determined by Revenue Canada or by the Ministere du Revenu du Quebec that Purchaser is liable to pay Goods and Services Tax or Quebec Sales Tax on all or any part of the Assets, Purchaser shall indemnify and hold Sellers harmless with respect to any assessment for, or obligation of Sellers to remit, Goods and Services Tax or Quebec Sales Tax with respect to the sale, assignment and transfer of the Assets from Sellers to Purchaser and with respect to any interest and penalties related thereto.
Goods and Services Tax Election. The Buyer and ICL shall, as soon as reasonably practical after the Closing, jointly execute an election under Section 167 of the Excise Tax Act (Canada) such that no Tax is payable under the Excise Tax Act (Canada) with respect to the sale of the Assets. The Buyer and ICL shall, as soon as reasonably practical after the Closing, jointly execute an election under Section 75 of the Quebec Sales Tax Act such that no Tax is payable under the Quebec Sales Tax Act with respect to the sale of the Assets. The Buyer shall file such elections with the applicable Taxing Authority in compliance with the requirements of Section 167 of the Excise Tax Act (Canada) and Section 75.1 of the Quebec Sales Tax Act.
Goods and Services Tax Election. 18 3.8 Accounts Receivable and Pre-Paid Expenses Elections ....................... 18 3.9 Inventory Resale Certificates ............................................. 18 3.10
Goods and Services Tax Election. Vendor and Purchaser shall jointly execute an election under Section 167 of the Excise Tax Act (Canada) in the form prescribed for such purposes in order to minimize (or eliminate) any Goods and Services Tax ("GST"). Purchaser will file the election form referred to above with the Canada Customs and Revenue Agency ("CCRA") within the delay prescribed by the Excise Tax Act (Canada). Notwithstanding such election, in the event it is determined by CCRA that there is a liability of Purchaser to pay, or of Vendor to collect and remit, the GST on all or part of the Purchased Assets, such GST shall be forthwith paid by Purchaser to CCRA, or to Vendor, as the case may be, and Purchaser shall indemnify and save Vendor harmless with respect to any such GST, as well as any interest and penalties relating thereto. The obligation of indemnification set forth in this Section 3.7 shall survive the completion of the transactions contemplated in this Agreement and, notwithstanding any other provision of this Agreement, shall be of unlimited duration.
Goods and Services Tax Election. The Vendor hereby represents and warrants to the Purchaser that the Vendor is registered for purposes of Part IX of the Excise Tax Act, R.S.C. 1985, c. E-15 (Canada) (the “GST Legislation”).
Goods and Services Tax Election. The parties hereto will use their commercially reasonable efforts in good faith to minimize (or eliminate) any taxes payable under the Excise Tax Act (Canada) in respect of the Closing by, among other things, making such elections and taking such steps as may be provided for under that Act (including, for greater certainty, making a joint election in a timely manner under Section 167 of that Act) if such elections are applicable to the transactions contemplated herein and as may reasonably be requested by Buyer in connection with the Closing and acceptable to the Canadian Sellers in their sole discretion, acting reasonably. Should the parties agree to make the election under Section 167 of the Excise Tax Act, Buyer shall indemnify and hold Seller harmless in respect of any GST, penalties, interest and other amounts which may be assessed against Seller as a result of the transaction under this Agreement not being eligible for such election or as a result of Buyer's failure to file the election within the prescribed time.
Goods and Services Tax Election. On or before the Time of Transfer, the Vendor and the Purchaser shall jointly execute and the Purchaser shall file within the prescribed time limits, an election pursuant to Section 167 of the Excise Tax Act (Canada) in order to permit the transaction contemplated hereby to be completed without goods and services tax.
