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").
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. 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:
Section 116 Certificate. Rxxxxx X. Xxxxxxxx agrees that he shall apply to CCR for a certificate (the “Certificate”) under section 116 of the Tax Act in connection with the sale of his Company Shares, which Certificate shall have noted thereon a certificate limit in an amount equal to the portion of the Aggregate Consideration payable to him, and shall deliver the Certificate forthwith to the Buyer upon receipt of the Certificate. If the Certificate is not delivered to the Buyer before the Closing then the Buyer shall withhold twenty-five percent (25%) of the Aggregate Consideration otherwise payable to him. If the Certificate is delivered to the Buyer within thirty (30) days after the end of the month in which the Closing occurred, the Buyer shall return the amount withheld to Rxxxxx X. Xxxxxxxx. If within thirty (30) days after the end of the month in which the Closing occurred the Certificate is not delivered to the Buyer, the Buyer shall remit the amount withheld to the Receiver General of Canada on account of the tax liability of Rxxxxx X. Xxxxxxxx under subsection 116(5) of the Tax Act, and shall provide proof of payment thereof to Rxxxxx X. Xxxxxxxx within thirty (30) days of payment. Notwithstanding the foregoing, if the CRA is unable, due to administrative limitations, to issue the Certificate within thirty (30) days after the end of the month in which the Closing occurred, and issues a comfort letter to either Rxxxxx X. Xxxxxxxx and/or the Buyer to the effect that no Tax needs to be remitted pending completion of CRA review of the application, the Buyer agrees to rely on such comfort letter and shall not remit Tax otherwise due until the CRA completes its review of the application.
Section 116 Certificate. (a) Seller will apply for a certificate pursuant to section 116 of the Income Tax Act (Canada) (“ITA”) ITA in respect of the sale of the Shares.
Section 116 Certificate. The Vendors shall, prior to Closing, make reasonable efforts to obtain Section 116 Certificates in respect of the Purchase Price.
Section 116 Certificate. (a) If a certificate issued by the Minister of National Revenue under subsection 116(2) of the Tax Act (such certificate, a "Section 116(2) Certificate") in respect of the disposition of Purchase Shares by any Seller who is a non-resident of Canada for purposes of the Tax Act (such shares, the "Non-Resident Purchase Shares", and any such Seller, a "Non-Resident Seller"), specifying a certificate limit in an amount which is not less than the Purchase Price as determined prior to any adjustment under Section 1.4 allocable to such Non-Resident Purchase Shares (the "Non-Resident Purchase Price"), is not delivered to Purchaser on or before Closing, then Purchaser shall withhold from the payment to be made to such Non-Resident Seller under Section 1.3 an amount equal to 25% of the amount, if any, by which the Non-Resident Purchase Price exceeds such certificate limit, if any (the "Withheld Amount"). The Withheld Amount in respect of each Non-Resident Seller will be deposited by Purchaser in an interest bearing account at Ogilvy Renault LLP (the "Section 116 Escrow Agent"). Any interest or oxxxx xxxxxx xxrned in respect of each Withheld Amount (net of any applicable Taxes) will accrue for the benefit of the applicable Non-Resident Seller.
Section 116 Certificate. On or before the Closing, the Company agrees to obtain and deliver to the Acquiror, or its designee, a certificate issued by the Minister of National Revenue of Canada under Section 116 of the Income Tax Act (Canada) (the “Section 116 Certificate”) having a certificate limit of not less than the portion of the Purchase Price attributable to the shares of Access Graphics Canada Inc. In the event that the Section 116 Certificate has not been so delivered by the Company on or before the Closing, or in the event that the Section 116 Certificate specifies a certificate limit that is less than such portion of the Purchase Price, the Acquiror, or its designee, shall be entitled to withhold from the Purchase Price the appropriate amount required under Section 116 of the Income Tax Act (Canada). The Acquiror shall not, however, remit the withheld amount to the taxing authority until the last day on which it is due. If the Section 116 Certificate is delivered at any time before the last day remittance is required, the Acquiror shall pay the withheld amount, or such part thereof as is covered by the Section 116 Certificate, to the Company.
Section 116 Certificate. Seller shall use its reasonable best efforts to deliver to Purchaser on or prior to the Closing Date a certificate (the "116 Certificate") in the name of BTR Canada Holdings, Inc. issued under section 116 of the Income Tax Act (Canada), in connection with the sale by BTR Canada Holdings, Inc. of the shares of Canadian Worcester Controls Limited, setting forth a certificate limit in an amount not less than the Purchase Price in respect of the shares of Canadian Worcester Controls Limited. If the 116 Certificate is not delivered to Purchaser on or prior to the Closing Date, Purchaser shall be entitled to withhold from the Purchase Price in respect of Canadian Worcester Controls Limited, payable at the time of the Closing, an amount equal to 25% of the Purchase Price for the shares of Canadian Worcester Controls Limited, such amount is required to be held in escrow pursuant to an escrow agreement among the parties, substantially in the form attached hereto as Exhibit B (the "Escrow Agreement").
