Section 116 Certificates Sample Clauses

Section 116 Certificates. The parties will take such action as may be required to comply with Section 116 of the ITA in respect of the transactions contemplated herein and to facilitate compliance with such provisions by the holders of LIPO Canada Securities and LIPO USA Securities in respect of the transactions contemplated herein.
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Section 116 Certificates. With the exception of Gross, each of the other Sellers (the "NON- RESIDENT SELLERS") shall use all reasonable efforts to deliver to Purchaser, on the day prior to the Closing Date, the certificates required pursuant to (S) 116 of the Income Tax Act (Canada) to permit Purchaser to pay the Purchase Price without any obligations pursuant to the Income Tax Act (Canada) to withhold or remit any portion thereof or any liability for failing to do so, failing which:
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Section 116 Certificates. Holders of not less than ninety ------------------------ percent (90%) of the Company Capital Stock held by persons who have not delivered statutory declarations to the effect that such person is a resident of Canada for the purposes of the ITA shall have delivered to Parent or Amalgamation Sub a certificate under Section 116 of the ITA with a certificate limit not less than the proceeds of disposition (for the purposes of the ITA) of the Class A Shares received pursuant to the Amalgamation (in respect of such holders' Company Capital Stock) being exchanged for Exchangeable Shares in connection with the reorganization of capital described in Section 1.12.
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Section 116 Certificates. The following terms shall apply in ------------------------ respect of the Common Shares withheld pursuant to Section 2.1(b)(iv) of this Agreement:
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Section 116 Certificates. Purchaser and Seller acknowledge that pursuant to Section 116 of the Income Tax Act (Canada), Purchaser must withhold and, within thirty (30) days of the end of the month which includes the Closing Date (or such later time as permitted in writing by the Minister of National Revenue), remit to the Receiver General of Canada 25% of the amount, if any, by which the purchase price allocated to each class of shares in the capital stock of Wxxxx Canada and AAC exceeds the “certificate limit” fixed in the certificate issued in respect of such class of shares pursuant to Section 116 of the Income Tax Act (Canada) (each, a “Section 116 Certificate”). If a Section 116 Certificate with respect to the sale of any class of shares in the capital stock of Wxxxx Canada or AAC with a certificate limit at least equal to the amount of the Initial Aggregate Purchase Price allocated to that class of shares in accordance with Section 7.1(b) has not been provided to Purchaser on or before the Closing Date, Purchaser shall withhold an amount (the “Withheld Amount”) equal to: (i) 25% of the amount by which the amount of the Initial Aggregate Purchase Price allocated to such class of shares exceeds the certificate limit in the Section 116 Certificate with respect to that class of shares, if any, provided by Seller to Purchaser on or before the Closing Date; or (ii) if a Section 116 Certificate is not provided with respect to a class of shares, 25% of the amount of the Initial Aggregate Purchase Price allocated to such shares. Purchaser shall invest the Withheld Amount in interest-bearing instruments selected by Seller and the Withheld Amount shall be released by Purchaser as follows:
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Section 116 Certificates. Each Vendor that is a non-resident of Canada within the meaning of the Tax Act shall have delivered a certificate obtained under section 116 of the Tax Act with a "certificate limit" not less than that Vendor's Pro Rata Share of the Purchase Price or a direction to the Purchaser to withhold from the Purchase Price otherwise payable to such Vendor any amount required to be withheld under the Tax Act.
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Section 116 Certificates. The Tax Compliance Certificates contemplated by Section 5.3(c) of this Agreement shall have been obtained by A&H Holding and delivered to the Partnership.
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Section 116 Certificates. (a) The Parties acknowledge that Purchaser and Vendor have certain obligations pursuant to section 116 of the Tax Act in connection with the transactions contemplated in this Agreement.
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Related to Section 116 Certificates

  • Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests The Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and to the Class VRR Upper-Tier Regular Interest and other property constituting the Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.

  • Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

  • Tax Certificates 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate.

  • Distributions in Respect of Certificates Payments to Certificateholders Statements and Reports Section 4.01. Distributions Section 4.02. Allocation of Realized Losses Section 4.03. Paying Agent Section 4.04.

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Class A Certificates 11 Class A-L Regular Interests...................................................................11 Class C-B-1 Certificates......................................................................12 Class C-B-1-L Regular Interest................................................................12 Class C-B-2 Certificates......................................................................12 Class C-B-2-L Regular Interest................................................................12 Class C-B-3 Certificates......................................................................12 Class C-B-3-L Regular Interest................................................................12 Class C-B-4 Certificates......................................................................12 Class C-B-4-L Regular Interest................................................................12 Class C-B-5 Certificates......................................................................12 Class C-B-5-L Regular Interest................................................................12 Class C-B-6 Certificates......................................................................12 Class C-B-6-L Regular Interest................................................................12 Class C-P Certificates........................................................................12 Class C-P-L Regular Interest..................................................................12 Class C-P-M Regular Interest..................................................................13 Class C-X Certificates........................................................................13 TABLE OF CONTENTS (continued)

  • Membership Certificates The Company may issue a certificate to the Member to evidence the Interest in the Company. The Member or any manager or officer of the Company authorized by the Member may execute such certificate on behalf of the Company.

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