Section 116 Certificate. (i) Seller shall deliver to Purchaser at or before the Closing a certificate issued by the Canada Customs and Revenue Agency under section 116 of the Income Tax Act (Canada) in respect of the disposition by Seller to Purchaser of the Shares hereunder. The certificate limit specified therein shall be equal to the Purchase Price less the amount of the Non-Competition Agreement Payment (the "Net Share Price") and the certificate shall otherwise be satisfactory to the Purchaser in its reasonable discretion (such certificate with a specified certificate limit of the Net Share Price and satisfactory to Purchaser being referred to as a "Section 116 Certificate").
(ii) If a Section 116 Certificate has not been delivered to Purchaser at or before the Closing, Purchaser shall withhold from the Purchase Price an amount equal to 25% of the Net Share Price (the "Withheld Amount"). Purchaser shall deposit the funds in an interest-bearing account at a bank acceptable to Seller.
(iii) In the event that Seller delivers to Purchaser a Section 116 Certificate at any time after Closing and before the day that is the 30th day after the end of the month in which the Closing Date occurs (the "Remittance Date"), Purchaser shall, within two (2) business days of such delivery, pay to Seller on account of the Purchase Price the sum of (x) the Withheld Amount and (y) the interest earned on the Withheld Amount (the "Withheld Interest"), less any withholding tax thereon; provided, however, that if Canada Customs and Revenue Agency confirms in writing on or before the Remittance Date that Purchaser may continue to hold the Withheld Amount until a later date without adverse consequences to Purchaser, then Purchaser will continue to hold that amount on the terms and conditions of this Section 6.9(c) and on the terms outlined in the confirmation from Canada Customs and Revenue Agency, and the Remittance Date will be deemed to have been extended until that later date.
(iv) In the event Seller does not deliver to Purchaser a Section 116 Certificate by the Remittance Date, on the Remittance Date, Purchaser shall remit the Canadian dollar equivalent of the Withheld Amount (calculated based on the Bank of Canada U.S. dollar exchange rate in effect for the Closing Date (the "Remittance Amount"))
Section 116 Certificate. (a) Seller shall on or before the Closing Date, deliver to the Purchaser a certificate issued by the Minister of National Revenue of Canada pursuant to subsection 116(2) of the Income Tax Act (Canada) (a "Section 116 Certificate") in respect of the proposed disposition by Seller of the Purchased Shares. The Section 116 Certificate delivered by Seller shall specify a "certificate limit" in an amount not less than the Purchase Price.
(b) In the event that the Section 116 Certificate required under Section 2.6(a) has not been delivered by Seller on or before the Closing Date, or in the event that a Section 116 Certificate contains a "certificate limit" that is less than the Purchase Price, the Purchaser shall withhold from the Purchase Price an amount equal to 33 1/3% of the Purchase Price, or, if a Section 116 Certificate has been delivered by Seller, an amount equal to 33 1/3% of the amount by which the Purchase Price exceeds the "certificate" limit specified in the Section 116 Certificate (the "Withheld Amount"). The Withheld Amount shall be paid over to the Purchaser's counsel pursuant to an irrevocable direction of the Purchaser for deposit in an interest bearing trust account at a bank located in Ontario to be held for the benefit of Seller to be disposed of as set out herein. The Withheld Amount shall be remitted by the Purchaser's counsel to the Receiver General of Canada on the day that the Withheld Amount is required to be so remitted pursuant to subsection 116(5) of the Income Tax Act (Canada) (the "Remittance Date"). All interest earned on the Withheld Amount shall be for the account of Seller and the full amount of such interest less any Taxes required to be withheld from such interest shall be paid by the Purchaser's counsel to the Seller on the Remittance Date.
(c) Notwithstanding the foregoing, if Seller delivers a Section 116 Certificate to the Purchaser's counsel at any time after the Closing Date and prior to the day that is two Business Days before the Remittance Date that exonerates the Purchaser from liability under Section 116 of the Income Tax Act (Canada) in respect of any payment on account of the Purchase Price up to the amount of the "certificate limit" specified in such Section 116 Certificate, Purchaser's counsel shall pay to the Seller on account of the Purchase Price an amount equal to the amount, if any, by which
(i) the aggregate of
(A) the Withheld Amount; and
(B) the amount, if any, by which
(A) the amount of interest recei...
Section 116 Certificate. If a certificate issued by the Minister of National Revenue under section 116 of the Income Tax Act (Canada) (such certificate, a “Section 116 Certificate,” and such Act, the “Tax Act”) in respect of the disposition of the Shares by the Holder to the Buyer, specifying a certificate limit in an amount which is not less than the Estimated Purchase Price, is not delivered to the Buyer on or before Closing, then the Buyer shall withhold from the payment to be made to the Holder under Section 1.1 an amount equal to 25% of the amount, if any, by which the portion of the Estimated Purchase Price exceeds the certificate limit in respect of any Section 116 Certificate issued in connection with the disposition of the Shares by the Holder to the Buyer (the “Withheld Amount”). The Withheld Amount will be deposited by the Buyer into an escrow account pursuant to the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit E (the “Section 116 Escrow Agreement”) to be governed by the terms and conditions set forth therein.
Section 116 Certificate. Ajay Xxxxxxx xxxll on or before the Closing Date, deliver to the Buyer a certificate issued by Canada Customs and Revenue Agency pursuant to subsection 116(2) of the Income Tax Act (Canada) (a "Section 116 Certificate") in respect of the proposed disposition by Ajay Xxxxxxx, xx trustee of the Shares owned by Ajay Xxxxxxx, xx Trust (the "Trust Shares"). The Section 116 Certificate delivered by Ajay Xxxxxxx xxxll specify a "certificate limit" in an amount not less than the "proceeds of disposition" (the "Proceeds") on account of the Purchase Price payable in respect of the Trust Shares, as those terms are defined for purposes of Section 116. The Section 116 Certificate shall be deemed not to have been delivered in respect of any payment or part thereof on account of the Purchase Price payable in respect of the Trust Shares if, in the opinion of the Buyer and its counsel, acting reasonably, it does not exonerate the Buyer from liability under Section 116 of the Income Tax Act (Canada) in respect of such payment or part thereof on account of the Proceeds;
(a) In the event that the Section 116 Certificate required under this Section 6.16 has not been delivered by Ajay Xxxxxxx xx the Buyer on or before the Closing Date, or in the event that a Section 116 Certificate that is delivered by Ajay Xxxxxxx xxxs not specify a "certificate limit" that is no less than the Proceeds, the Buyer shall withhold from the Purchase Price an amount equal to 331/3% of the amount due on account of the Trust Shares, or, if a Section 116 Certificate has been delivered by Ajay Xxxxxxx, xx amount equal to 331/3% of the Purchase Price payable in respect of the Trust Shares less the certificate limit specified in the Section 116 Certificate (the "Withheld Amount"). The Withheld Amount shall be deposited by the Buyer's counsel pursuant to an irrevocable direction of the Buyer in an interest bearing trust account at a bank located in Ontario to be held for the benefit of Ajay Xxxxxxx, xx Trust or in accordance with his direction, to be disposed of as set out herein. The Withheld Amount shall be remitted by Buyer's counsel to the Receiver General of Canada on the day that the Withheld Amount is required to be so remitted pursuant to subsection 116(5) of the Income Tax Act (Canada) (the "Remittance Date"). All interest earned on the Withheld Amount shall be for the account of Ajay Xxxxxxx, xx Trust, and the full amount of such interest less any applicable taxes of any nature whatsoever applic...
Section 116 Certificate. If each of the Sellers that is not resident in Canada (collectively the "Non-Resident Sellers") has not provided Buyer with a certificate (the "Certificate") issued by the Minister of National Revenue evidencing compliance with the provisions of Section 116 of the ITA prior to the Closing, Buyer will withhold an amount equal to 33 1/3 % of the Non-Resident Sellers' collective proportional share of the Purchase Price payable pursuant to paragraph 2(b) hereof until the earlier of:
(i) the last day of the month following the month in which the Closing occurs (the "Filing Date"); or
(ii) the date upon which each of the Non-Resident Sellers delivers a Certificate to Buyer. Upon receipt of the Certificate prior to the Filing Date, Buyer will be required to immediately pay the withheld amounts to Xxxxx, Xxxxxx who will receive the same on behalf of each of the Non-Resident Sellers. In the event that the Certificate is not delivered as aforesaid prior to the Filing Date Buyer will remit the withheld amounts to the Receive General of Canada, whose receipt will discharge Buyer from any liability to the Non-Resident Sellers or any of them for the funds so remitted.
Section 116 Certificate. The Target Shareholders shall have delivered to Acquiror a certificate issued under Section 116 of the ITA indicating a certificate limit or proceeds of disposition equal to or greater than the value of Acquiror's Common Stock, in order to constitute the Canada Amalgamation a tax-free transaction under the ITA.
Section 116 Certificate. Seller shall have delivered to Buyer a certificate issued by the Minister of National Revenue of Canada under Section 116 of the Income Tax Act (Canada) in form satisfactory to Buyer acting reasonably, in respect of the sale of the shares of the Canadian Subsidiary, specifying therein as a "certificate limit" an amount no less than the Canadian dollar equivalent of the Stock Purchase Price, or if such certificate has not been issued by said Minister, Seller shall have taken all actions necessary or appropriate on its part to obtain said certificate.
Section 116 Certificate. JS shall deliver to the Buyer and the Parent, at the Closing, a certificate certifying that JS is not a non-resident of Canada for the purposes of the Income Tax Act (Canada) and the Direct Holder shall deliver the Section 116 Certificate, failing which the provisions of Section 1.3(c) shall apply.
Section 116 Certificate. Each Non-Resident Shareholder shall deliver to the Purchaser as soon as practicable following the date of this Agreement a tax clearance certificate under section 116 of the Tax Act (the “Section 116 Certificate”) with an aggregate certificate limit at least equal to the amount of the Purchase Price multiplied by the number of Purchased Shares purchased from the Non-Resident Shareholder (the “Non-Resident Purchase Price”) and expressed in Canadian dollars.
Section 116 Certificate. CONDITIONS TO PURCHASER'S OBLIGATIONS The obligations of the Purchaser and USA Waste to consummate the Acquisition and to take the other actions called for under Articles II, III and XI are subject to the fulfilment or waiver by the Purchaser and USA Waste of each of the following conditions on or before the Closing Date:
