Common use of Section 116 Certificate Clause in Contracts

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 received by Purchaser's counsel on the Withheld Amount exceeds (B) the amount of any Taxes payable by the Purchaser in respect of any interest on the Withheld Amount or which the Purchaser is required to withhold or deduct in respect of such interest exceeds (ii) 33 1/3% of the amount, if any, by which (A) the Purchase Price exceeds (B) the "certificate limit" specified in the Section 116 Certificate. (d) The parties agree that any upward adjustments in the Purchase Price after Closing under this Agreement which result in the adjusted Purchase Price being in excess of the certificate limit set out in any Section 116 Certificate previously delivered by Seller in accordance with this Section 2.6 shall result in additional withholding obligations in accordance with Section 2.6(b).

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. (b) If a certificate issued by the Minister of National Revenue pursuant to subsection 116(2) of the ITA in respect of the sale by Seller of the Shares to Purchaser specifying a certificate limit in an amount which is not less than the Purchase Price as adjusted (the “Section 116 Amount”) is not delivered to Purchaser at or before Closing, Purchaser will be entitled to withhold from the Section 116 Amount at Closing the amount that it may be required to remit pursuant to subsection 116(5) of the ITA in connection with such purchase and shall deposit such amount with a mutually agreeable escrow agent to be held by such escrow agent pursuant to a mutually agreeable agreement entered into among Purchaser, Seller and the escrow agent. (c) The agreement with the escrow agent will provide that if, on or before the last Business Day that precedes the 30th day after the end of the month in which the Closing Dateoccurs, deliver Seller delivers to the Purchaser a certificate issued by the Minister of National Revenue of Canada pursuant to under subsection 116(2) or subsection 116(4) of the Income Tax Act (Canada) (a "Section 116 Certificate") ITA in respect of the proposed disposition by sale of Shares to Purchaser the escrow agent will promptly pay to Seller the lesser of (i) the Purchased Shares. The amount withheld pursuant to Section 116 Certificate delivered by Seller shall specify a "certificate limit" in an amount not less than the Purchase Price. 1.4(b) and (bii) 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 amount withheld 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(5Section 1.4(b) 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 received by Purchaser's counsel on the Withheld Amount exceeds (B) the amount of any Taxes payable by the Purchaser in respect of any interest on the Withheld Amount or which the Purchaser is required to withhold or deduct in respect of such interest exceeds (ii) 33 1/3exceeds 25% of the amount, if any, by which (A) the Purchase Price exceeds (B) the "certificate limit" specified in which the Section 116 CertificateAmount exceeds the amount specified in such certificate as the certificate limit or proceeds of disposition (or similar amount) in each case, together with any interest earned on the amount withheld to the date of such payment (less any applicable withholding Tax) and remit to the Receiver General of Canada on the 30th day after the end of the month in which closing occurs, the difference between the amount withheld pursuant to Section 1.4(b) and the amount remitted to Seller under this Section 1.5(c), provided that the time at which a certificate is to be delivered to Purchaser under this Section 1.4(c) and the earliest date upon which the escrow agent shall be authorized to remit to the Receiver General of Canada shall be extended to such later time that the Canada Revenue Agency (“CRA”) confirms in writing to the reasonable satisfaction of Purchaser that notwithstanding subsection 116(5) of the ITA, Purchaser does not have to remit any amount to the Receiver General of Canada and may continue to hold the amount withheld pursuant to Section 1.4(b) without penalty or interest, further provided that such written confirmation is delivered to Purchaser by CRA on or before the last Business Day that precedes the 30th day after the end of the month in which the Closing occurs. For greater certainty it is understood that the Purchaser is under no obligation to request such confirmation. (d) The parties agree agreement with the escrow agent will further provide that if Purchaser has withheld an amount pursuant to Section 1.4(b) and Seller does not deliver to Purchaser, on or before the last Business Day that precedes the 30th day after the end of the month in which the Closing occurs, a certificate issued by the Minister of National Revenue under subsection 116(2) or subsection 116(4) of the ITA in respect of the sale of the Shares to Purchaser specifying a certificate limit or proceeds of disposition (or similar amount) equal or greater than the Section 116 Amount the escrow agent will remit to the Receiver General of Canada the amount required to be remitted pursuant to subsection 116(5) of the ITA. The escrow agent will pay to Seller any upward adjustments in remaining portion of the Purchase Price after Closing amount withheld pursuant to Section 1.4(b), together with earnings on the amount withheld pursuant to Section 1.4(b), prior to such remittance (less any applicable withholding Tax). The time at which a certificate is to be delivered to Purchaser under this Agreement Section 1.4(d) and the earliest date upon which result the escrow agent shall be authorized to remit to the Receiver General of Canada shall be extended to such later time that the CRA confirms in writing to the adjusted Purchase Price being in excess reasonable satisfaction of Purchaser that, notwithstanding subsection 116(5) of the certificate limit set out ITA, Purchaser does not have to remit any amount to the Receiver General of Canada and may continue to hold the amount withheld pursuant to Section 1.4(b) without penalty or interest, provided that such written confirmation is delivered to Purchaser by CRA on or before the last Business Day that precedes the 30th day after the end of the month in any Section 116 Certificate previously delivered by Seller in accordance with this Section 2.6 shall result in additional withholding obligations in accordance with Section 2.6(b)which the Closing occurs. For greater certainty it is understood that the Purchaser is under no obligation to request such confirmation.

Section 116 Certificate. Notwithstanding Sections 1.2 and 2.2: (a) Seller Novar Overseas shall make commercially reasonable efforts to obtain and deliver to Purchaser on or before the Closing Date, deliver to the Purchaser Date a certificate issued by the Minister of National Revenue of Canada pursuant to under subsection 116(2) of the Income Tax Act (Canadaor subsection 116(4) (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 the disposition of the Indalex Limited Shares pursuant to this Agreement (a “Certificate”). If and to the extent Purchaser’s right to acquire the Indalex Limited Shares hereunder is assigned to an Affiliate of Purchaser (“Assignee”), then Purchaser shall forthwith so notify Novar Overseas, and Novar Overseas shall request that the Certificate indicate that the Indalex Limited Shares are to be acquired by Assignee. If a Certificate is so delivered to Purchaser, Purchaser shall withhold from the Purchase Price up to the amount otherwise payable at Closing twenty-five percent (25%) 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 whichwhich the portion of the Purchase Price allocated to the Indalex Limited Shares in accordance with the Purchase Price Allocation Schedule (the “Canadian Purchase Price”) exceeds the “certificate limit” specified in the Certificate. If a Certificate is not so delivered, Purchaser shall withhold from the Purchase Price otherwise payable at Closing twenty-five percent (25%) of the Canadian Purchase Price. (b) If Purchaser withholds an amount under Section 7.6(a), and Novar Overseas delivers a Certificate to Purchaser, after the Closing Date, but no later than the end of the 27th day after the end of the calendar month in which the Closing Date occurs (the “Remittance Deadline”), Purchaser shall remit forthwith to the Receiver General for Canada twenty-five percent (25%) of (i) the aggregate of (A) the Withheld Amount; and (B) the amount, if any, by which (A) the amount of interest received by Purchaser's counsel on the Withheld Amount exceeds (B) the amount of any Taxes payable by the Purchaser in respect of any interest on the Withheld Amount or which the Purchaser is required to withhold Canadian Purchase Price exceeds the “certificate limit” specified in the Certificate, if the Certificate was issued under subsection 116(2) of the Income Tax Act (Canada), or deduct in respect of such interest exceeds (ii) 33 1/3% zero if the Certificate was issued under subsection 116(4) of the amountIncome Tax Act (Canada). In any such case, Purchaser shall also pay forthwith to Honeywell as agent for Novar Overseas the balance, if any, by whichof the amount so withheld. (Ac) If Purchaser withholds an amount under Section 7.6(a) and no Certificate has been delivered to Purchaser by Novar Overseas in accordance with Section 7.6(b) and prior to the Purchase Price exceeds Remittance Deadline, the amount so withheld shall be remitted by Purchaser to the Receiver General for Canada in accordance with section 116 of the Income Tax Act (BCanada), and a receipt evidencing such remittance shall be delivered forthwith by Purchaser to Honeywell as agent for Novar Overseas; provided that no amount shall be so remitted at that time by Purchaser to the Receiver General for Canada if Novar Overseas delivers to Purchaser, prior to the Remittance Deadline, a “comfort letter” issued by the Canada Revenue Agency in form and substance satisfactory to Purchaser, which comfort letter extends the due date for remittance of the withheld amount under section 116 of the Income Tax Act (Canada) without imposition of interest or penalty, provided further that in any such case, Sellers shall indemnify Purchaser and each of its Affiliates for any Taxes or other amounts payable by Purchaser or any of its Affiliates by virtue of Purchaser’s or any such Affiliate’s reliance on such comfort letter. In any such case, Purchaser shall be entitled at any time after the "certificate limit" specified Remittance Deadline to remit to the Receiver General for Canada any amount previously withheld under section 116 of the Income Tax Act (Canada) if Purchaser determines in good faith that a penalty may be imposed by the Canada Revenue Agency if such amount is not so remitted. For the avoidance of doubt, Purchaser shall not remit an amount to the Receiver General for Canada under this Section 116 Certificate7.6 before the Remittance Deadline. (d) The parties agree that any upward adjustments If Purchaser withholds an amount under Section 7.6(a) and Novar Overseas delivers to Purchaser a comfort letter as described in Section 7.6(c), Purchaser shall continue to hold the amount so withheld following the Remittance Deadline until either such amount is (i) paid to Honeywell as agent for Novar Overseas upon delivery by Novar Overseas to Purchaser of a Certificate in respect of which (in the Purchase Price after Closing case of a Certificate issued under this Agreement which result in the adjusted Purchase Price being in excess subsection 116(2) of the Income Tax Act (Canada)) the “certificate limit set out in any Section 116 Certificate previously limit” specified therein is no less than the Canadian Purchase Price, or (ii) remitted to the Receiver General for Canada for the account of Novar Overseas, whereupon a receipt evidencing such remittance shall be delivered forthwith by Seller in accordance with this Section 2.6 shall result in additional withholding obligations in accordance with Section 2.6(b)Purchaser to Honeywell as agent for Novar Overseas.

Section 116 Certificate. (ai) Seller shall on If a Shareholder (a "Non-Resident Shareholder") has not delivered a statutory declaration in accordance with section 5.16(a) hereof to Parent at or before the Closing DateClosing, such Non-Resident Shareholder shall deliver to the Purchaser Parent at or before Closing, a certificate issued by the Minister of National Revenue of Canada pursuant to under subsection 116(2) of the Income Tax Act (Canada) (with 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 limit not less than the Purchase Price. Price attributable to the securities being acquired from such Non-Resident Shareholder (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 Non-Resident Holder's Purchase Price"), the Purchaser Buyer shall be entitled to withhold from the Non-Resident Holder's Purchase Price an amount equal to 33 1/335% 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 Non-Resident Holder's Purchase Price exceeds the "certificate" limit specified in the Section 116 Certificate (the "Withheld Amount"). The , such amount to be held in escrow by Xxxx & Berlis pursuant to an escrow agreement to be agreed upon by the parties prior to the Closing (which agreement shall provide that the Withheld Amount shall be paid over to the Purchaser's counsel pursuant to an irrevocable direction of the Purchaser for deposit placed in an interest interest-bearing trust account at a bank located account), pending release 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 accordance with Section 1.3(c)(ii) or remission to the Receiver General of Canada on in accordance with Section 1.3(c)(iii). (ii) If a Non-Resident Shareholder delivers to Parent prior to the 25th day that after the Withheld Amount is required to be so remitted pursuant to 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 each such Non-Resident Shareholder's Pro Rata Portion of the Purchase Price under subsection 116(5116(2) or (4) of the Income Tax Act (Canada), within two business days thereof, Parent shall direct Xxxx & Berlis to pay the Withheld Amount (at Parent's discretion, in Canadian dollars in an amount based upon the rate of exchange on the Closing Date) (the "Remittance Date"). All plus any interest earned on the Withheld Amount shall be for (less the account of Seller and the full amount of any withholding tax on such interest less any Taxes interest), if any, each such Non-Resident Shareholder by wire transfer of immediately available funds to an account or accounts to be designated by such Non-Resident Shareholder, or certified check or bank draft made payable in lawful money of the United States in accordance with a direction to the Parent executed by the Non-Resident Shareholder. (iii) If the Non-Resident Shareholder does not deliver to Parent the certificate described in clause (i) or (ii) above, Xxxx & Berlis, on behalf of the Parent, shall on or before the 30th day after the end of the month in which the Closing occurs (A) remit to the Receiver General of Canada the amount required to be withheld from such interest shall be paid by the Purchaser's counsel remitted pursuant 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 section 116 of the Income Tax Act (Canada) in respect of any and the amount so remitted shall be credited to Parent as a payment to the Non- Resident Shareholder on account of the Purchase Price up to the amount of the "certificate limit" specified in such Section 116 Certificate, PurchaserNon-Resident Shareholder's counsel shall pay to the Seller on account Pro Rata Portion of the Purchase Price an amount equal to the amountPrice, if any, by which (i) the aggregate of (A) the Withheld Amount; and and (B) within two business days thereof pay the amount, if any, by which (A) the amount remaining portion of interest received by Purchaser's counsel on the Withheld Amount exceeds (Bat Parent's discretion, in Canadian dollars in an amount based upon the rate of exchange on the Closing Date) the amount of any Taxes payable by the Purchaser in respect of plus any interest on the Withheld Amount or which (less the Purchaser is required to withhold or deduct in respect amount of any withholding tax on such interest exceeds (ii) 33 1/3% of the amountinterest, if any) to the Non-Resident Shareholder by wire transfer of immediately available funds to an account or accounts to be designated by the Non-Resident Shareholder, by which (A) the Purchase Price exceeds (B) the "certificate limit" specified or certified check or bank draft made payable in the Section 116 Certificate. (d) The parties agree that any upward adjustments in the Purchase Price after Closing under this Agreement which result in the adjusted Purchase Price being in excess lawful money of the certificate limit set out in any Section 116 Certificate previously delivered by Seller United States in accordance with this Section 2.6 shall result in additional withholding obligations in accordance with Section 2.6(b)a direction to the Parent executed by the Non-Resident Shareholder.

Section 116 Certificate. The Seller covenants and agrees with the Purchaser as follows: (a) the Seller shall on or before the Closing Date, take all reasonable steps to obtain and deliver to the Purchaser on or before Closing a certificate issued by the Minister of National Revenue of Canada pursuant to under subsection 116(2) of the Income Tax Act (Canada) (the “Tax Act”), having a "Section 116 Certificate") in respect certificate limit 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 no less than the Purchase Price.; (b) In if a certificate is not so delivered, the event Purchaser shall be entitled to withhold from the Purchase Price payable at Closing an amount equal to twenty-five percent (25%) of the Purchase Price; (c) where the Purchaser has withheld any amount under paragraph (b) and the Seller delivers to the Purchaser, after Closing and on or before 27 days after the end of the month in which the Purchaser acquired the Shares (the “Remittance Deadline”), a certificate issued by the Minister of National Revenue under either subsection 116(2) or 116(4) of the Tax Act, the Purchaser shall pay forthwith to the Seller any amount that the Section 116 Certificate required Purchaser has so withheld; (d) where the Purchaser has withheld any amount under Section 2.6(aparagraph (b) and no certificate has not been delivered to the Purchaser by the Seller on or before the Closing DateRemittance Deadline in accordance with paragraph (c), or in the event that a Section 116 Certificate contains a "certificate limit" that is less than the Purchase Pricesubject to paragraph (f), the Purchaser shall withhold from the Purchase Price an such 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 Purchaser to the Receiver General for Canada in accordance with section 116 of Canada on the Tax Act; (e) the Purchaser shall not remit the amount referred to in paragraph (d) before the day that after the Withheld Amount Remittance Deadline; (f) where the Purchaser has withheld any amount under paragraph (b) and no certificate has been delivered to the Purchaser by the Seller on or before the Remittance Deadline in accordance with paragraph (c), no amount shall be remitted by the Purchaser to the Receiver General for Canada if the Seller delivers to the Purchaser, on or before the Remittance Deadline, a comfort letter issued by the Canada Revenue Agency extending the time period under which the Purchaser is required to be so remitted pursuant remit an amount in respect of the Purchase Price on behalf of the Seller without being subject to interest and penalties; (g) where the Purchaser has withheld any amount under this section (the “Withheld Amount”) and the Seller has delivered to the Purchaser a comfort letter as described in paragraph (f), the Purchaser shall continue to withhold such amount until either (i) paid to the Seller (together with any interest earned thereon), which shall occur upon delivery by the Seller to the Purchaser of a certificate issued by the Minister of National Revenue under either subsection 116(5116(2) or 116(4) of the Income Tax Act Act, or (Canadaii) remitted to the Receiver General for Canada for the account of the Seller if notified to do so by the Canada Revenue Agency (the "Remittance Date"). All provided that any interest earned on the Withheld Amount thereon shall be for the account of the Seller and the full amount of such interest less any Taxes required to be withheld from such interest shall be paid to the Seller); (h) any amount remitted by the Purchaser's counsel Purchaser to the Seller on the Remittance Date. Receiver General for Canada under paragraphs (cd) Notwithstanding the foregoing, if Seller delivers a Section 116 Certificate or (g) shall be credited 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 as a 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 whichPrice; and (i) the aggregate of (A) the Withheld Amount; and (B) the amount, if any, shall be paid to and held by which [the Purchaser’s solicitors, • ], in trust, and invested by them for the benefit of the Seller in U.S. dollar-denominated interest bearing instruments, the interest on which is not subject to Canadian withholding tax under Part XIII of the Tax Act, in such manner as the Seller shall from time to time direct in writing until paid to the Seller (A) the amount of interest received by Purchaser's counsel on the Withheld Amount exceeds (B) the amount of any Taxes payable by the Purchaser in respect of together with any interest on earned thereon) or remitted to the Withheld Amount or which Receiver General for Canada for the Purchaser is required to withhold or deduct in respect of such interest exceeds (ii) 33 1/3% account of the amount, if any, by which (A) the Purchase Price exceeds (B) the "certificate limit" specified in the Section 116 Certificate. (d) The parties agree that any upward adjustments in the Purchase Price after Closing under this Agreement which result in the adjusted Purchase Price being in excess of the certificate limit set out in any Section 116 Certificate previously delivered by Seller in accordance with this Section 2.6 shall result in additional withholding obligations in accordance with Section 2.6(b)section.