GST and QST Tax Elections Sample Clauses

GST and QST Tax Elections. As the case may be, and subject to Section 6.8, the Canadian Seller and the Canadian Buyer will jointly execute elections under Section 167 of the ETA and Section 75 of the QSTA on the forms prescribed for such purposes, along with any documentation necessary or desirable in order to effect the sale of the Canadian Purchased Assets to the Canadian Buyer without payment of any GST and QST. If such elections are jointly executed, the Canadian Buyer will file the election forms referred to above with the Canada Customs and Revenue Agency ("CCRA") and the Ministere du Revenu du Quebec ("MRQ"), respectively, together with the Canadian Buyer's GST and QST returns for the Canadian Buyer's GST and QST reporting period during which the transactions of purchase and sale contemplated herein are consummated. Notwithstanding any such elections, in the event it is determined by a competent taxing authority that there is a liability to pay, or of any of the Canadian Seller to collect and remit, GST or QST with respect to all or part of the Canadian Purchased Assets sold to the Canadian Buyer, such GST or QST shall be forthwith paid by the Canadian Buyer to such competent taxing authority, or to the Canadian Seller, as the case may be, and the Buyer Parties shall indemnify and save the Canadian Seller harmless with respect to any such GST or QST, as well as any interest and penalties relating thereto. The indemnification set forth in this Section 7.7(b) shall survive the completion of the transactions contemplated in this Agreement and shall end ninety (90) days after the expiration of the applicable statute of limitations with respect to such matter, having regard to any waivers or extensions given by the Canadian Seller. (c)
Sample 1
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Related to GST and QST Tax Elections

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • DAC Tax Election The Ceding Company and the Reinsurer make an election pursuant to Treasury Regulation Section 1.848-2 (g) (8) of the Income Tax Regulations issued December, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended, and agree to the terms stipulated in Schedule G – DAC Tax Schedule.

  • Tax Election This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • Amended Tax Returns Buyer shall not, and shall not cause or permit any of its Affiliates, the Company, or the Acquired Subsidiary to (i) amend any Tax Return of the Company or the Acquired Subsidiary that covers a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

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