Common use of Section 116 Certificate Clause in Contracts

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. (ia) Seller The Vendor shall deliver or cause to be delivered to the Purchaser at or before the prior to 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 proposed sale of the Purchased Shares hereunder. The issued by the Minister of National Revenue pursuant to subsection 116(2) of the Tax Act (the “Certificate of Proposed Disposition”) that specifies a certificate limit specified therein shall be (as that term is defined in subsection 116(2) of the Tax Act) (the “Certificate Limit”) that is at least equal to the Purchase amount paid at Closing, including the Closing Cash Price less and the amount Deposit. An amended or replacement certificate of disposition (an “Amended Certificate”) or an additional certificate in respect of the Non-Competition Agreement Payment actual sale of the Purchased Shares issued by the Minister of National Revenue pursuant to subsection 116(4) of the Tax Act (the "Net Share Price"an “Additional Certificate”) and the certificate shall otherwise be satisfactory delivered to the Purchaser in its reasonable discretion (such certificate with a specified certificate limit by the Vendor at or prior to the date of payment of an Adjustment Amount pursuant to Section 3.5(g) to reflect the Net Share Price and satisfactory additional consideration, if any, agreed upon on the Settlement Date to Purchaser being referred be paid to as a "the Vendor under Section 116 Certificate"3.5(e). (b) Should a Certificate of Proposed Disposition that specifies a Certificate Limit that is not less than the sum of (i) the Closing Cash Payment, plus (ii) If a the Deposit, plus (iii) the Estimated Closing Date Cash, plus (iv) the Tax Escrow Amount, if any (the “Closing Date Consideration”), not be issued prior to September 30, 2008 (the “Section 116 End Date”), the Purchaser shall be entitled to withhold from the Closing Date Consideration payable at the Time of Closing to the Vendor in respect of the Purchased Shares an amount equal to twenty-five percent (25%) of the amount by which the Closing Date Consideration exceeds the Certificate Limit specified in the Certificate of Proposed Disposition, if any (the “Tax Escrow Amount”). (c) If the Certificate of Proposed Disposition has not been delivered by the Vendor to the Purchaser at on or before prior to the Time of Closing, the Tax Escrow Amount, if any, shall be paid at the Time of Closing by the Purchaser to the Escrow Agent agreed upon by the Vendor and the Purchaser, each acting reasonably, in trust subject to the terms of an escrow agreement in an agreed upon form to be executed as of or prior to the Closing Date among the Vendor, the Purchaser and the Escrow Agent. The Tax Escrow Amount, pursuant to such escrow agreement, shall withhold from be held by the Purchase Price Escrow Agent in trust in an amount equal interest bearing trust account for the Purchaser to 25% the extent of the Net Share Price Purchaser’s obligations under subsection 116(5) of the Tax Act and the balance of the Tax Escrow Amount (together with any interest earned thereon), remaining after such obligations have been satisfied, for the "Withheld Amount")benefit of the Vendor. If the Vendor does not provide a Certificate of Proposed Disposition to the Purchaser shall deposit and the funds in an interestEscrow Agent within twenty-bearing account at a bank acceptable to Seller. nine (iii29) 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 days after the end of the month in which the Closing Date occurs then the Escrow Agent shall remit the Tax Escrow Amount to the Receiver General for Canada at that time, unless the Vendor delivers to the Purchaser written confirmation from the CRA that the time for remittance of Tax in accordance with subsection 116(5) of the Tax Act is extended beyond the time stipulated therein (the "Remittance Date"a “Comfort Letter”), Purchaser shallin which case, within two the Tax Escrow Amount (2together with any interest earned thereon) business days paid to the Escrow Agent shall be distributed by it in accordance with this Section 3.4 and the escrow agreement, subject to the terms of such deliveryComfort Letter. The Escrow Agent shall have no obligation with respect to any Party’s obligations under section 116 of the Tax Act, other than the distribution of the Tax Escrow Amount (together with any interest earned thereon) in accordance herewith and shall not, by reason of it holding such Tax Escrow Amount (together with any interest earned thereon) be disqualified from acting and continuing to act for the Purchaser with respect hereto. (d) If the Tax Escrow Amount has been paid to the Escrow Agent and the Vendor receives notification from the CRA requesting the remittance of funds in order to provide a Certificate of Proposed Disposition then it shall notify the Escrow Agent who shall forthwith remit the amount of funds that may be required by the CRA to the Receiver General for Canada to enable the CRA to issue a Certificate of Proposed Disposition with a Certificate Limit equal to the Closing Date Consideration and upon receipt by the Vendor of a Certificate of Proposed Disposition with a Certificate Limit equal to the Closing Date Consideration, the Vendor shall forthwith deliver a copy of such Certificate of Proposed Disposition to the Purchaser and the Escrow Agent shall promptly pay to Seller the Vendor any amount of the Tax Escrow Amount (together with any interest earned thereon) that is not required to be paid to the Receiver General for Canada. (e) If the Vendor receives a Certificate of Proposed Disposition with a Certificate Limit equal to the Closing Date Consideration, then it shall notify the Escrow Agent who shall forthwith pay to the Vendor the Tax Escrow Amount remaining after any payment made under Section 3.4(d) (together with any interest earned thereon) and the Vendor shall deliver to the Purchaser a copy of such Certificate of Proposed Disposition. (f) Any of the Tax Escrow Amount paid on behalf of Purchaser to the Receiver General for Canada under Section 3.4(c) or (d) shall be credited as a payment to the Vendor 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 datePrice. (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. (i) Seller With respect to Section 116 of the Tax Act, the Sellers and Purchaser agree as follows: 3.5.1 the Sellers shall take reasonable steps to obtain and deliver to the Purchaser at on or before the Closing Date a certificate or certificates (collectively, the “Section 116 Certificate”) issued by the Canada Customs and Minister of National Revenue Agency under section 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 Assets by the Sellers to the Purchase Price less Purchaser; 3.5.2 if 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 is not been so delivered to Purchaser at on or before the ClosingClosing Date, the Purchaser shall be entitled to withhold from the Purchase Price payable at Closing an amount equal to 25% the amount it may be required to remit pursuant to subsection 116(5) and/or 116(5.3) of the Net Share Price Tax Act (the "“Withheld Amount"”). ; 3.5.3 the Withheld Amount, if any, shall be paid to and held by Purchaser’s Solicitors, in trust, in accordance with the terms of an escrow agreement to be entered into on Closing by the Sellers, the Purchaser shall deposit and the funds Purchaser’s Solicitors, in an the form as set forth in Exhibit P (the “Escrow Agreement for Withheld Amount”), and invested by them for the benefit of the Sellers in interest-bearing instruments until paid to the Sellers (together with any interest earned thereon, net of any withholding tax) or remitted to the Receiver General for Canada for the account at a bank acceptable of the Sellers in accordance with this Section; 3.5.4 where the Withheld Amount is paid to Seller. (iii) In the event that Seller Purchaser’s Solicitors, in trust, and the Sellers delivers to Purchaser a Section 116 Certificate at any time the Purchaser, after the Closing Date and on or before the day that is the 30th day 27 days after the end of the month in which the Closing Date occurs Purchaser acquired the Assets (the "“Remittance Date"Deadline”), Purchaser shallthe Section 116 Certificate, within two which shall include (2i) business days of such delivery, pay to Seller on account a subsection 116(2) certificate with a “certificate limit” no less than the applicable portion of the Purchase Price Price; (ii) a subsection 116(4) certificate specifying proceeds of disposition at least equal to the sum Purchase Price; and/or (iii) a subsection 116(5.2) certificate specifying proceeds of (x) disposition, proposed proceeds of disposition or such other amount as is reasonable in the Withheld Amount circumstances, at least equal to the Purchase Price, the Sellers and (y) the interest earned on Purchaser shall jointly direct the Purchaser’s Solicitors in writing to remit forthwith to the Sellers the Withheld Amount (the "Withheld Interest")together with any interest earned therein, less net of any withholding tax thereon; providedtax); 3.5.5 where the Withheld Amount has been paid to Purchaser’s Solicitors, howeverin trust, that if Canada Customs and Revenue Agency confirms in writing no Section 116 Certificate has been delivered to the Purchaser by the Sellers on or before the Remittance Date that Purchaser may continue to hold Deadline in accordance with Section 3.5.4 above or 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 Sellers have been extended until that later date. (iv) In the event Seller does not deliver to Purchaser delivered a Section 116 Certificate that is a subsection 116(2) certificate with a certificate limit that is less than the applicable portion of the Purchase Price or the Sellers have delivered to the Purchaser a subsection 116(4) certificate specifying proceeds of disposition less than the Purchase Price or the Sellers have delivered to the Purchaser a subsection 116(5.2) certificate specifying proceeds of disposition, proposed proceeds of disposition or such other amount as is reasonable in the circumstances less than the Purchase Price then, unless the Comfort Letter has been delivered, (i) in the case of a certificate issued under subsection 116(2) or subsection 116(4), the Sellers and the Purchaser shall cause Purchaser’s Solicitors to remit to the Receiver General for Canada in accordance with Section 116 of the Tax Act, the amount by which the applicable portion of the Purchase Price exceeds the certificate limit multiplied by the Remittance Datepercentage specified in subsection 116(5) of the Tax Act, on the Remittance Date, Purchaser shall remit the Canadian dollar equivalent and any balance of the Withheld Amount shall be remitted to the Sellers; (calculated based ii) in the case of a certificate issued under subsection 116(5.2), the Sellers and the Purchaser shall cause Purchaser’s Solicitors to remit to the Receiver General for Canada in accordance with Section 116 of the Tax Act, the amount by which the applicable portion of the Purchase Price exceeds the certificate limit multiplied by the percentage specified in subsection 116(5.3) of the Tax Act and any balance of the Withheld Amount shall be remitted to the Sellers, and (iii) in the case that no Section 116 Certificate has been delivered to the Purchaser, the Sellers and the Purchaser shall cause Purchaser’s Solicitors to remit the Withheld Amount to the Receiver General for Canada; 3.5.6 the Withheld Amount shall not be remitted to the Receiver General for Canada before the day after the Remittance Deadline; 3.5.7 if the Canada Revenue Agency issues a comfort letter (a “Comfort Letter”) extending the time period under which the Purchaser is required to remit an amount in respect of the Purchase Price on behalf of the Bank Sellers without being subject to interest and penalties, the Sellers shall deliver such Comfort Letter to the Purchaser on or prior to the Remittance Deadline, provided that in any such case the Sellers shall indemnify the Purchaser for any tax, interest, or penalties arising from the Purchaser relying on such Comfort Letter; 3.5.8 where the Withheld Amount has been paid to Purchaser’s Solicitors, in trust, and the Sellers have delivered to the Purchaser a Comfort Letter as described in Section 3.5.7 above, the Withheld Amount shall continue to be withheld until either (i) paid to the Sellers (or as the Sellers may irrevocably direct) (together with any interest earned thereon, net of applicable withholding tax), which shall occur upon delivery by the Sellers to the Purchaser of the Section 116 Certificate in accordance with Section 3.5.4 above; (ii) remitted to the Receiver General for Canada U.S. dollar exchange rate pursuant to a request for payment letter received from the Canada Revenue Agency, such letter to state that the Canada Revenue Agency undertakes to issue a Section 116 Certificate as soon as payment on account of tax has been received in effect the amount set forth in the letter; or (iii) remitted to the Receiver General for Canada for the account of the Sellers if notified to do so by the Canada Revenue Agency (provided that any interest earned thereon shall be for the account of the Sellers and shall be paid to the Sellers, net of applicable withholding tax); and 3.5.9 notwithstanding anything herein contained, the foregoing obligation of the Sellers shall survive the Closing Date (the "Remittance Amount"))or any termination of this Agreement.

Section 116 Certificate. (ia) Seller If a Shareholder (a “Non-Resident Shareholder”) has not delivered a statutory declaration in accordance with Section 5.20 hereof to Purchaser at or before the Closing, such Non-Resident Shareholder shall deliver to Purchaser at or before the Closing Closing, a certificate issued by the Canada Customs and Revenue Agency under section 116 Subsection 116(2) of the Income Tax Act (Canada) in respect of the disposition by Seller to Purchaser of the Shares hereunder. The (a “Section 116 Certificate”) with a certificate limit specified therein not less than the Total Closing Consideration attributable to the Company Capital Stock being acquired from such Non-Resident Shareholder (the “Non-Resident Holder’s Purchase Price”), Purchaser shall be equal entitled to the Purchase Price less the amount of withhold from 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 Resident Shareholder’s Purchase Price an amount equal to 25% of the Net Share Non-Resident Holder’s Purchase Price (the "“Withheld Amount"”). , such amount to be held in escrow by Purchaser shall deposit pending release in accordance with Section 1.10(b) or remission to the funds Receiver General of Canada in an interest-bearing account at a bank acceptable to Selleraccordance with Sections 1.10(b), 1.10(c) and 1.10(d). (iiib) In the event that Seller If a Non-Resident Shareholder delivers to Purchaser prior to the 29th day after the month in which the Closing occurs (the “Certificate Date”) a Section 116 Certificate at any time after Closing and certificate issued by the Canadian Minister of National Revenue with a certificate limit not less than such Non-Resident Holder’s Purchase Price under Subsection 116(2) or (4) of the Income Tax Act (Canada), within two business days thereof, Purchaser shall pay the Withheld Amount (without interest), if any, to such Non-Resident Shareholder by certified check or wire transfer in immediately available funds in accordance with the instructions of such Shareholder set forth in the Spreadsheet. (c) If the Non-Resident Shareholder does not deliver to Purchaser the certificate described in Sections 1.10(a) or 1.10(b), Purchaser shall on or 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 ”) (2i) business days remit to the Receiver General of such delivery, pay Canada the amount required to Seller on account be remitted pursuant to Section 116 of the Income Tax Act (Canada) and the amount so remitted shall be credited to Purchaser as a payment to the Non-Resident Holder’s Purchase Price the sum of (x) the Withheld Amount Price, and (yii) within 10 days thereof pay the interest earned on remaining portion of the Withheld Amount (without interest) to the "Withheld Interest"), less any withholding tax thereon; provided, however, that if Non-Resident Shareholder by certified check or wire transfer in immediately available funds in accordance with the instructions of such Shareholder set forth in the Spreadsheet. (d) If the Canada Customs and Revenue Agency confirms in writing on or before the Remittance Date that the Purchaser may continue to hold the Withheld Amount until a later date or event without adverse consequences to Purchaser, then Purchaser will may continue to hold that amount on the terms and conditions of this Section 6.9(c1.10(a) and on the terms outlined in the confirmation from the Canada Customs and Revenue Agency, if any, and the Certificate Date and the Remittance Date will be deemed to have been extended until that later date. (iv) In the date or event Seller does not deliver to Purchaser a Section 116 Certificate specified 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"))Revenue Agency.

Section 116 Certificate. (i) Seller shall deliver to Purchaser at shall, on or before the Closing Date, deliver to Purchaser a certificate issued by the Minister of National Revenue of Canada Customs and Revenue Agency under section 116 pursuant to subsection 116(2) 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") in respect of the proposed disposition by Seller of the shares of GPCC. The Section 116 Certificate shall specify as a "certificate limit" an amount not less than the Canadian dollar equivalent of US $80,000,000 calculated on the Closing Date (such Canadian dollar equivalent being hereinafter called "the GPCC Purchase Price"). (ii) If a . In the event that the Section 116 Certificate has not been delivered to Purchaser at on or before the ClosingClosing Date, or in the event the Section 116 Certificate that is delivered does not specify a "certificate limit" that is no less than the GPCC Purchase Price, Purchaser (or its designated subsidiary) shall withhold from the GPCC Purchase Price an amount equal to 2533-1/3% of the Net Share GPCC Purchase Price (the "Withheld Amount"). Purchaser The Withheld Amount shall deposit be deposited with a mutually satisfactory escrow agent ("Escrow Agent") and the funds in an interest-bearing account at a bank acceptable amount payable by Purchaser, pursuant to Seller. (iiisubsection 116(5) In of the event that Seller delivers Income Tax Act, shall be paid out of the Withheld Amount and remitted to Purchaser a Section 116 Certificate at any time after Closing and before the Receiver General of Canada on the last day that is the 30th day after the end Withheld Amount may be so remitted without interest or penalty pursuant to subsection 116(5) of the month in which the Closing Date occurs Income Tax Act (Canada) (the "Remittance Date"), ) in the event that the Section 116 Certificate with a "certificate limit" that is no less than the GPCC Purchase Price is not delivered to the Purchaser shall, within two (2) business days of such delivery, pay prior to Seller on account the Remittance Date. Upon delivery to the Purchaser of the Section 116 certificate with a "certificate limit" that is no less than the GPCC Purchase Price Price, Escrow Agent shall release the sum remainder of (x) the Withheld Amount and (y) the interest earned on the Withheld Amount (the "Withheld Interest")plus interest, less any applicable withholding tax thereon; provided, however, that if taxes to Seller. Seller shall indemnify and save harmless the Purchaser against any claim or assessment made against it by Revenue Canada Customs and Revenue Agency confirms in writing connection with the Seller's failure to obtain a section 116 certificate 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 dateDate. (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. (i) Seller Rxxxxx X. Xxxxxxxx agrees that he shall deliver apply to Purchaser at or before the Closing CCR for a certificate issued by (the Canada Customs and Revenue Agency “Certificate”) under section 116 of the Income Tax Act (Canada) in respect connection with the sale of the disposition by Seller to Purchaser of the Shares hereunder. The his Company Shares, which Certificate shall have noted thereon a 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% the portion of the Net Share Price (Aggregate Consideration payable to him, and shall deliver the "Withheld Amount")Certificate forthwith to the Buyer upon receipt of the Certificate. Purchaser shall deposit If the funds in an interest-bearing account at a bank acceptable Certificate is not delivered to Seller. (iii) In the event that Seller delivers to Purchaser a Section 116 Certificate at any time after Closing and Buyer before the day that 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 30th day Buyer within thirty (30) days after the end of the month in which the Closing Date occurs occurred, the Buyer shall return the amount withheld to Rxxxxx X. Xxxxxxxx. If within thirty (30) days after the "Remittance Date")end of the month in which the Closing occurred the Certificate is not delivered to the Buyer, Purchaser shall, within two (2) business days the Buyer shall remit the amount withheld to the Receiver General of such delivery, pay to Seller Canada on account of the Purchase Price tax liability of Rxxxxx X. Xxxxxxxx under subsection 116(5) of 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 AgencyTax Act, and shall provide proof of payment thereof to Rxxxxx X. Xxxxxxxx within thirty (30) days of payment. Notwithstanding the Remittance Date will be deemed foregoing, if the CRA is unable, due to have been extended until that later date. administrative limitations, to issue the Certificate within thirty (iv30) In days after 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 end of the Withheld Amount (calculated based on the Bank of Canada U.S. dollar exchange rate month in effect for which the Closing Date (occurred, and issues a comfort letter to either Rxxxxx X. Xxxxxxxx and/or the "Remittance Amount"))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. (ia) Each Seller shall deliver to Purchaser Buyer prior to the Closing Date either (i) a statutory declaration to the effect that such Seller is not a non-resident of Canada for purposes of the INCOME TAX ACT (Canada) (the "ITA"); or (ii) a certificate under section 116 of the ITA with a certificate limit not less than the fair market value of the Company Common Shares disposed of by such Seller and, where the Seller is not an individual for purposes of the TAXATION ACT (Quebec) (in this section an "INDIVIDUAL") a certificate under the equivalent provisions of the TAXATION ACT (Quebec) (such certificate collectively referred to as a "116 CERTIFICATE"). (b) If a statutory declaration or 116 Certificate is not delivered by any particular Seller to Buyer at or before the Closing with a certificate issued by limit not less than the Canada Customs and Revenue Agency under section 116 Consideration to which the particular Seller is entitled to receive pursuant to Section 1.2 of this Agreement (the "SELLER'S CONSIDERATION"), Buyer shall be entitled to withhold all of the Income Tax Act Seller's Consideration (Canadathe "WITHHELD AMOUNT"), including Class A Preferred Shares to which such Seller would otherwise be entitled ("WITHHELD PREFERRED SHARES"), which shares shall be duly endorsed in blank for transfer. (c) If a Seller to whom Section 5.14(b) applies does not deliver a 116 Certificate as hereinbefore contemplated in respect this subsection 5.14(c) prior to the 15th day after the end of the disposition by month in which the Closing occurs, the Seller and the Buyer shall enter into bona fide negotiations with respect to the terms and conditions under which Buyer may be prepared to not remit any funds to the appropriate revenue authority as hereinafter contemplated, which consideration may include the provision of a secured indemnity on terms and conditions satisfactory to the Buyer in its sole and absolute discretion. If the parties are unable to reach agreement on the terms of such arrangements and if the Seller to Purchaser whom Section 5.14(b) applies does not deliver a 116 Certificate as hereinbefore contemplated in this subsection 5.14(c) prior to the 27th day after the end of the month in which the Closing occurs, Unlimited hereby agrees to purchase from such Seller, and such Seller hereby agrees to sell to Unlimited, (and Buyer shall deliver to Unlimited on behalf of Seller such number of Withheld Preferred Shares hereunder. The certificate limit specified therein shall be equal to at a price of US$11.00 per share as will, together with the Purchase Price cash portion of the Withheld Amount plus interest on such portion (less the amount of any withholding tax on such interest), equal the Non-Competition Agreement Payment (amount required to be remitted pursuant to applicable law. Such Seller hereby appoints Buyer and Unlimited to take such steps and execute such documents on behalf of the "Net Share Price"Seller to effect all such sales and hereby releases Unlimited and Buyer from all claims which such Seller may have against either of them in respect thereto. Buyer shall thereafter deliver the remaining Withheld Preferred Shares to Seller. If a Seller to whom Section 5.14(b) and the certificate shall otherwise be satisfactory applies delivers to Buyer prior to the Purchaser 27th day after the end of the month in its reasonable discretion (such certificate which the Closing occurs a 116 Certificate with a specified certificate limit not less than the Seller's Consideration, within two (2) business days thereof, Buyer shall pay and deliver the Withheld Amount plus any interest on the cash portion of the Net Share Price and satisfactory Withheld Amount (less the amount of any withholding tax on such interest), if any, to Purchaser being referred to as a "Section 116 Certificate"). (ii) If a Section 116 Certificate has not been delivered to Purchaser at such Seller by certified check or before the Closing, Purchaser shall withhold from the Purchase Price an amount equal to 25% bank draft made payable in lawful money of the Net Share Price (the "Withheld Amount"). Purchaser shall deposit the funds United States in an interest-bearing account at accordance with a bank acceptable direction to Buyer executed by Seller. (iiid) In If a Seller to whom Section 5.14(b) applies does not deliver to Buyer the event that Seller delivers to Purchaser a Section 116 Certificate at any time after Closing and described in paragraph (c) above, Seller shall on or before the day that is the 30th day after the end of the month in which the Closing Date occurs (A) remit to the "Remittance Date")appropriate revenue authority the amount required to be remitted pursuant to applicable law and the amount so remitted shall be credited to Buyer as payment to the Seller on account of the Seller's Consideration, Purchaser shall, and (B) within two (2) business days thereof pay and deliver the remaining portion of the Withheld Amount plus any interest on the cash portion of the Withheld Amount (less the amount of any withholding tax on such interest), if any, to the Seller by a certified check or bank draft made payable in lawful money of the United States in accordance with the discretion to Buyer executed by Seller. (e) Each Seller agrees that such Seller will, at or before the time of any redemption, retraction or any other action which would result in the conversion or exchange of any such Seller's Class A, C, D or E Preferred Shares for exchangeable shares of Buyer ("EXCHANGEABLE SHARES") deliver to Buyer either: (i) a statutory declaration to the effect that such Seller is not a non-resident of Canada for purposes of the ITA; or (ii) a 116 Certificate with a certificate limit not less than the fair market value of the Class A, C, D or E Preferred Shares to be converted or exchanged by such Seller; or (iii) a statutory declaration (the "APPLICATION DECLARATION") that the Seller is a non-resident of Canada for the purposes of the ITA and has applied for the 116 Certificate in prescribed form (the "APPLICATION") together with a copy of the Application. Notwithstanding anything contained herein, if a Seller delivers the Application Declaration, or does not deliver any of the foregoing to the Buyer, then the Seller shall not be entitled to receive any certificates representing any Exchangeable Shares to which the Seller is entitled pursuant to the exchange of the Class A, C, D or E Preferred Shares until such time as the Seller delivers the 116 Certificate to the Buyer. (f) Each Seller agrees that such Seller will, at or before the time of any exchange (an "EXCHANGE") of any Exchangeable Shares for common shares of the Parent ("PARENT SHARES") deliver to Unlimited either (i) a statutory declaration to the effect that such Seller is not a non-resident of Canada for purposes of the ITA; or (ii) 116 Certificate with a certificate limit not less than the fair market value of the Exchangeable Shares to be Exchanged (the "CONSIDERATION"). (g) If the Seller of Exchangeable Shares (a "NON-RESIDENT SELLER") has not delivered a statutory declaration or a 116 Certificate in accordance with paragraph (c) hereof to Unlimited at or before the time of any Exchange, Unlimited shall be entitled to withhold from the number of Parent Shares to which the Non-Resident Seller is entitled to receive on the Exchange (i) where the Seller is an individual 37% of the number of such deliveryParent Shares or (ii) in any other case 55% of the number of such Parent Shares (in either case the "WITHHELD SHARES"). Unlimited will sell the Withheld Shares on behalf of the Seller in the market and will hold the net proceeds from the sale thereof (the "WITHHELD AMOUNT") in escrow pending release in accordance with subparagraph (h) or (i) below. The Seller hereby appoints Unlimited to take such steps and execute such documents on behalf of the Seller to effect all such sales and hereby releases Unlimited from all claims which such Seller may have against Unlimited in respect thereto. (h) If a Non-Resident Seller delivers to Unlimited prior to the 27th day after the end of the month in which an Exchange occurs a 116 Certificate with a certificate limit not less than the Consideration, within two business days thereof, Unlimited shall pay the Withheld Amount (at Unlimited's discretion, in Canadian dollars in an amount based upon the rate of exchange on the day of the Exchange) plus any interest on the Withheld Amount (less the amount of any withholding tax on such interest), if any, to such Non-Resident Seller by certified check or bank draft made payable in lawful money of the United States in accordance with a direction to Unlimited executed by the Non-Resident Seller. (i) If the Non-Resident Seller does not deliver to Unlimited the 116 Certificate described in clause (c) or (e) above, Unlimited shall on or before the 30th day after the end of the month in which the Exchange occurs (A) remit to the appropriate revenue authority the amount required to be remitted under applicable law pursuant to section 116 of the ITA and the amount so remitted shall be credited to Unlimited as a payment to the Non-Resident Seller on account of the Purchase Price Consideration, and (B) within two business days thereof pay the sum remaining portion of (x) the Withheld Amount and (y) the plus any interest earned on the Withheld Amount (less the "Withheld Interest"), less amount of any withholding tax thereon; providedon such interest, however, that if Canada Customs and Revenue Agency confirms any) to the Non-Resident Seller by certified check or bank draft made payable in writing on or before lawful money of the Remittance Date that Purchaser may continue United States in accordance with a direction 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 Unlimited executed 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"))Non-Resident Seller.

Section 116 Certificate. (i) Seller shall deliver to Purchaser at or before the Closing If a certificate issued by the Canada Customs and Revenue Agency under section 116 pursuant to subsection 116(2) 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 is not been delivered by the Direct Holder to Purchaser the Buyer at or before the ClosingClosing with a certificate limit not less than the Direct Holder Purchase Price, Purchaser Buyer shall be entitled to withhold from the Direct Holder Purchase Price an amount equal to 2540% of the Net Share Company Purchase Price (the "Withheld Amount"). Purchaser , such amount to be held in escrow by Aird & Xerlis pursuant to an escrow agreement to be agreed upon by the parties prior to the Closing (which agreement shall deposit provide that the funds Withheld Amount shall be placed in an interest-bearing account), pending release in accordance with Section 1.3(c)(ii) or remission to the Receiver General of Canada in accordance with Section 1.3(c)(iii). (ii) If the Direct Holder delivers to Buyer prior to the 25th day after the end of the month in which the Closing occurs a certificate issued by the Canadian Minister of National Revenue with a certificate limit not less than the Direct Holder Purchase Price under subsection 116(2) or (4) of the Income Tax Act (Canada), within two business days thereof, Buyer shall direct Aird & Xerlis to pay the Withheld Amount plus any interest on the Withheld Amount (less the amount of any withholding tax on such interest), if any, to the Direct Holder by wire transfer of immediately available funds to an account at or accounts to be designated by the Direct Holder, or certified check or bank draft made payable in lawful money of the United States in accordance with a bank acceptable direction to Sellerthe Buyer executed by the Direct Holder. (iii) In If the event that Seller delivers Direct Holder does not deliver to Purchaser a Section 116 Certificate at any time after Closing and Buyer the certificate described in clause (i) or (ii) above, Aird & Xerlis, on behalf of the Buyer, shall on or before the day that is the 30th day after the end of the month in which the Closing Date occurs (A) remit to the "Remittance Date"), Purchaser shall, within two Receiver General of Canada the amount required to be remitted pursuant to section 116 of the Income Tax Act (2Canada) business days of such delivery, pay and the amount so remitted shall be credited to Seller Buyer as a payment to the Direct Holder on account of the Direct Holder Purchase Price Price, and (B) within two business days thereof pay the sum remaining portion of (x) the Withheld Amount and (y) the plus any interest earned on the Withheld Amount (less the "Withheld Interest"), less amount of any withholding tax thereon; providedon such interest), howeverif any, that if Canada Customs and Revenue Agency confirms in writing on to the Direct Holder by wire transfer of immediately available funds to an account or before the Remittance Date that Purchaser may continue accounts 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 designated by the Remittance DateDirect Holder, on the Remittance Date, Purchaser shall remit the Canadian dollar equivalent or certified check or bank draft made payable in lawful money of the Withheld Amount (calculated based on United States in accordance with a direction to the Bank of Canada U.S. dollar exchange rate in effect for Buyer executed by the Closing Date (the "Remittance Amount"))Direct Holder.