Common use of Section 116 of ITA Clause in Contracts

Section 116 of ITA. (1) Wabush Iron shall take all reasonable steps to obtain and deliver to the Purchaser on or before Closing a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of its disposition of the 116(2) Property and a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(5.2) of the ITA in respect of its disposition of the 116(5.2) Property. Wabush Iron shall submit an initial application for any applicable Certificate of Compliance (as defined below) to the CRA no later than ten (10) days following the date hereof. Wabush Iron shall take all commercially reasonable steps to complete such application and obtain a Certificate of Compliance and shall use commercially reasonable efforts to keep the Purchaser’s counsel informed of all material developments related to such process, both prior to and after the Closing, including by providing the Purchaser with a copy of the initial application (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). A certificate issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of the 116(2) Property or under subsection 116(5.2) of the ITA in respect of the 116(5.2) Property is hereinafter referred to as a “Certificate of Compliance”. (2) If a Certificate of Compliance in respect of the 116(2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron at Closing, twenty-five percent (25%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron at Closing, twenty-five percent (25%) of such portion of the Purchase Price. (3) If a Certificate of Compliance in respect of the 116(5.2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron at Closing, fifty percent (50%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(5.2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron at Closing, fifty percent (50%) of such portion of the Purchase Price. For the purposes of determining (a) the amount that the Purchaser is entitled to withhold at Closing under this Section 3.5 if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser at Closing and (b) the amount that the Purchaser is entitled to remit to the Receiver General for Canada in accordance with Section 3.5(5) if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser on or before the Remittance Date, the Parties agree that the Purchaser shall be allowed to treat any portion of the Purchase Price payable to Wabush Iron that is allocated to inventory as if it had been allocated to 116(5.2) Property; provided, for greater certainty, that the amounts, if any, to be remitted to the Receiver General for Canada for the benefit of Wabush Iron on delivery of a Certificate of Compliance in accordance with this Section 3.5 shall be determined based on the Purchase Price allocation agreed to by the Parties in accordance with Section 3.3 and as set forth in Schedule “N”, subject to Section 3.5(9). (4) Where the Purchaser has withheld any amount under Section 3.5(2) or (3) and Wabush Iron delivers a Certificate of Compliance to the Purchaser after Closing and on or before the twenty-seventh day of the calendar month following the calendar month in which the Closing occurs (the “Remittance Date”), the Purchaser shall: (a) where the certificate is delivered under subsection 116(2) or (4) of the ITA, remit forthwith to the Receiver General for Canada for the account of Wabush Iron twenty-five percent (25%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit of Wabush Iron, any amount that the Purchaser has withheld in respect of the 116(2) Property in excess of such amount; and (b) where the certificate is delivered under subsection 116(5.2) of the ITA, remit forthwith to the Receiver General for Canada for the account of Wabush Iron fifty percent (50%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit of Wabush Iron, any amount that the Purchaser has withheld in respect of the 116(5.2) Property in excess of such amount. (5) Where the Purchaser has withheld any amount under Section 3.5(2) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(2) Property on or prior to the Remittance Date, or where the Purchaser has withheld any amount under Section 3.5(3) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(5.2) Property on or prior to the Remittance Date, such amount shall be remitted by the Purchaser to the Receiver General for Canada for the account of Wabush Iron in accordance with section 116 of the ITA. (6) For the avoidance of doubt, the Purchaser shall not remit any amount referred to in Section 3.5(5) to the Receiver General for Canada before the Remittance Date, as such date may be extended pursuant to Section 3.5(7). (7) Notwithstanding anything to the contrary in this Section 3.5, if prior to the Remittance Date, the Purchaser has received a comfort letter issued by the CRA in form and substance satisfactory to the Purchaser, acting reasonably, extending the time period under which the Purchaser is required to remit an amount in respect of the Purchase Price for the account of Wabush Iron without being subject to interest or penalties, the Purchaser shall not make any remittance to the Receiver General for Canada on the date that would otherwise be the Remittance Date and the Remittance Date shall be extended indefinitely, or until the Purchaser receives notification from the CRA that such comfort letter is no longer in effect. (8) Notwithstanding anything to the contrary in this Section 3.5, any amounts withheld by the Purchaser pursuant to this Section 3.5 shall be remitted to and held by the Monitor, in trust for the benefit of Wabush Iron in a Canadian dollar-denominated non-interest bearing deposit account with a Canadian chartered bank listed in Schedule 1 to the Bank Act (Canada) until paid out of trust to the Monitor on behalf of Wabush Iron, or remitted to the Receiver General for Canada for the account of Wabush Iron in accordance with this Section 3.5. (9) Notwithstanding anything to the contrary in this Section 3.5, if, in connection with the delivery of Certificates of Compliance in accordance with Section 3.5(2), (3) or (4), Wabush Iron provides evidence to the Purchaser that the CRA has issued such Certificates of Compliance based on an alternative allocation of the Purchase Price to the allocation agreed to by the Parties in accordance with Section 3.3 as set forth in Schedule “N”, (the “Alternative Allocation”), the amounts required to be remitted to the Receiver General for Canada for the account of Wabush Iron and the amounts required to be paid to the Monitor for the benefit of Wabush Iron pursuant to this Section 3.5 in connection with the delivery of such certificates shall be determined based on such Alternative Allocation. Wabush Iron will inform the Purchaser of any discussions between the CRA and Wabush Iron as it relates to the allocation of the Purchase Price and provide the Purchaser with copies of all correspondence related thereto (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). (10) A copy of any Certificate of Compliance, other certificates, notices, comfort letters, correspondence or any other document sent by any Vendor or the Purchaser, or received by any Vendor or the Purchaser, pursuant to this Section 3.5 shall be sent promptly to the Monitor by the applicable Vendor or the Purchaser. (11) For greater certainty, the Purchaser shall be entitled to satisfy any withholding provided for under this Section 3.5 by directing the Vendors and the Monitor to retain in escrow with the Monitor the full amount of the Cash Purchase Price (including the Deposit), if the amount permitted to be withheld under this Section 3.5 is equal to or exceeds the Cash Purchase Price.

Section 116 of ITA. (1) Wabush Iron shall take all reasonable steps to obtain and deliver to the Purchaser on or before Closing a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4116(5.2) of the ITA in respect of its disposition of its interest in the 116(2) Property and a Wabush Equipment. A certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(5.2) of the ITA in respect of its disposition of Wabush Iron’s interest in the 116(5.2) Property. Wabush Iron shall submit an initial application for any applicable Certificate of Compliance (as defined below) to the CRA no later than ten (10) days following the date hereof. Wabush Iron shall take all commercially reasonable steps to complete such application and obtain a Certificate of Compliance and shall use commercially reasonable efforts to keep the Purchaser’s counsel informed of all material developments related to such process, both prior to and after the Closing, including by providing the Purchaser with a copy of the initial application (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). A certificate issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of the 116(2) Property or under subsection 116(5.2) of the ITA in respect of the 116(5.2) Property Equipment is hereinafter referred to as a “Certificate of Compliance”. (2) If a Certificate of Compliance in respect of the 116(2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Wabush Purchase Price allocable to Wabush Iron’s interest in the 116(2) Property and payable to the Monitor in respect of Wabush Iron Equipment, at Closing, twenty-five Closing fifty percent (2550%) of the amount, if any, by which such portion of the Wabush Purchase Price exceeds the certificate limit specified in such certificateCertificate of Compliance. If a Certificate of Compliance in respect of the 116(2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Wabush Purchase Price allocable to Wabush Iron’s interest in the 116(2) Property Wabush Equipment and payable to the Monitor Monitor, in respect of Wabush Iron Iron, at Closing, twenty-five percent (25%) of such portion of the Purchase Price. (3) If a Certificate of Compliance in respect of the 116(5.2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron at Closing, fifty percent (50%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(5.2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron at Closing, Closing fifty percent (50%) of such portion of the Wabush Purchase Price. For the purposes of determining (a) the amount that the Purchaser is entitled to withhold at Closing under this Section 3.5 if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser at Closing and (b) the amount that the Purchaser is entitled to remit to the Receiver General for Canada in accordance with Section 3.5(5) if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser on or before the Remittance Date, the Parties agree that the Purchaser shall be allowed to treat any portion of the Purchase Price payable to Wabush Iron that is allocated to inventory as if it had been allocated to 116(5.2) Property; provided, for greater certainty, that the amounts, if any, to be remitted to the Receiver General for Canada for the benefit of Wabush Iron on delivery of a Certificate of Compliance in accordance with this Section 3.5 shall be determined based on the Purchase Price allocation agreed to by the Parties in accordance with Section 3.3 and as set forth in Schedule “N”, subject to Section 3.5(9). (43) Where the Purchaser has withheld any amount under Section 3.5(2) or (33.4(2) and Wabush Iron delivers a Certificate of Compliance to the Purchaser after Closing and on or before the twenty-seventh eighth day of the calendar month following the calendar month in which the Closing occurs (the “Remittance Date”), the Purchaser shall: (a) where the certificate is delivered under subsection 116(2) or (4) of the ITA, remit forthwith to the Receiver General for Canada for the account of Wabush Iron twenty-five percent (25%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit of Wabush Iron, any amount that the Purchaser has withheld in respect of the 116(2) Property in excess of such amount; and (b) where the certificate is delivered under subsection 116(5.2) of the ITA, shall remit forthwith to the Receiver General for Canada for the account of Wabush Iron fifty percent (50%) of the amount, if any, by which the portion of the Wabush Purchase Price allocable to Wabush Iron’s interest in the 116(5.2) Property Wabush Equipment and payable to the Monitor Monitor, in respect of Wabush Iron Iron, exceeds the certificate limit fixed in such certificate Certificate of Compliance and pay forthwith to the Monitor, in trust for the benefit respect of Wabush Iron, any amount that the Purchaser has withheld in respect of Wabush Iron’s interest in the 116(5.2) Property Wabush Equipment in excess of such amount. (54) Where the Purchaser has withheld any amount under Section 3.5(23.4(2) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(2) Property on or prior to the Remittance Date, or where the Purchaser has withheld any amount under Section 3.5(3) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(5.2) Property on or prior to the Remittance Date, such amount shall be remitted by the Purchaser to the Receiver General for Canada for the account of Wabush Iron in accordance with section 116 of the ITA. (65) For the avoidance of doubt, the Purchaser shall not remit any amount referred to in Section 3.5(53.4(4) to the Receiver General for Canada before the Remittance Date, as such date may be extended pursuant to Section 3.5(73.4(6). (76) Notwithstanding anything to the contrary in this Section 3.53.4, if prior to the Remittance Date, the Purchaser has received a comfort letter issued by the CRA in form and substance satisfactory to the Purchaser, acting reasonably, extending the time period under which the Purchaser is required to remit an amount in respect of the Wabush Purchase Price for the account of Wabush Iron without being subject to interest or penalties, the Purchaser shall not make any remittance to the Receiver General for Canada on the date that would otherwise be the Remittance Date and the Remittance Date shall be extended indefinitely, or until the Purchaser receives notification from the CRA that such comfort letter is no longer in effect. (8) 7) Notwithstanding anything to the contrary in this Section 3.53.4, any amounts withheld by the Purchaser pursuant to this Section 3.5 3.4 shall be remitted to and held by the Monitor, in trust and invested by the Monitor for the benefit of Wabush Iron in a Canadian dollar-denominated non-interest bearing deposit account with a Canadian chartered bank listed in Schedule 1 to the Bank Act (Canada) until paid out of trust to the Monitor on behalf of Wabush Iron, or remitted to the Receiver General for Canada for the account of Wabush Iron in accordance with this Section 3.53.4. (9) Notwithstanding anything to the contrary in this Section 3.5, if, in connection with the delivery of Certificates of Compliance in accordance with Section 3.5(2), (3) or (4), Wabush Iron provides evidence to the Purchaser that the CRA has issued such Certificates of Compliance based on an alternative allocation of the Purchase Price to the allocation agreed to by the Parties in accordance with Section 3.3 as set forth in Schedule “N”, (the “Alternative Allocation”), the amounts required to be remitted to the Receiver General for Canada for the account of Wabush Iron and the amounts required to be paid to the Monitor for the benefit of Wabush Iron pursuant to this Section 3.5 in connection with the delivery of such certificates shall be determined based on such Alternative Allocation. Wabush Iron will inform the Purchaser of any discussions between the CRA and Wabush Iron as it relates to the allocation of the Purchase Price and provide the Purchaser with copies of all correspondence related thereto (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). (10) 8) A copy of any Certificate of Compliance, other certificates, notices, comfort letters, correspondence or any other document sent by any Vendor or the Purchaser, or received by any Vendor or the Purchaser, pursuant to this Section 3.5 3.4 shall be sent promptly to the Monitor by the applicable Vendor or the Purchaser. (11) For greater certainty, the Purchaser shall be entitled to satisfy any withholding provided for under this Section 3.5 by directing the Vendors and the Monitor to retain in escrow with the Monitor the full amount of the Cash Purchase Price (including the Deposit), if the amount permitted to be withheld under this Section 3.5 is equal to or exceeds the Cash Purchase Price.

Section 116 of ITA. (1) Wabush Iron shall take all reasonable steps to obtain and deliver to the Purchaser on or before Closing a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of its disposition of the 116(2) Property and a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(5.2) of the ITA in respect of its disposition of the 116(5.2) Property. Wabush Iron shall submit an initial application for any applicable Certificate of Compliance (as defined below) to the CRA no later than ten (10) days following the date hereof. Wabush Iron shall take all commercially reasonable steps to complete such application and obtain a Certificate of Compliance and shall use commercially reasonable efforts to keep the Purchaser’s counsel informed of all material developments related to such process, both prior to and after the Closing, including by providing the Purchaser with a copy of the initial application (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). A certificate issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of the 116(2) Property or under subsection 116(5.2) of the ITA in respect of the 116(5.2) Property is hereinafter referred to as a “Certificate of Compliance”. (2) If a Certificate of Compliance in respect of the 116(2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron at Closing, twenty-five percent (25%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron at Closing, twenty-five percent (25%) of such portion of the Purchase Price. (3) If a Certificate of Compliance in respect of the 116(5.2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor Monitor, in respect of Wabush Iron Iron, at Closing, Closing fifty percent (50%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(5.2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor Monitor, in respect of Wabush Iron Iron, at Closing, Closing fifty percent (50%) of such portion of the Purchase Price. For the purposes of determining (a) the amount that the Purchaser is entitled to withhold at Closing under this Section 3.5 if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser at Closing and (b) the amount that the Purchaser is entitled to remit to the Receiver General for Canada in accordance with Section 3.5(5) if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser on or before the Remittance Date, the Parties agree that the Purchaser shall be allowed to treat any portion of the Purchase Price payable to Wabush Iron that is allocated to inventory as if it had been allocated to 116(5.2) Property; provided, for greater certainty, that the amounts, if any, to be remitted to the Receiver General for Canada for the benefit of Wabush Iron on delivery of a Certificate of Compliance in accordance with this Section 3.5 shall be determined based on the Purchase Price allocation agreed to by the Parties in accordance with Section 3.3 and as set forth in Schedule “N”, subject to Section 3.5(9). (43) Where the Purchaser has withheld any amount under Section 3.5(2) or (33.4(2) and Wabush Iron delivers a Certificate of Compliance to the Purchaser after Closing and on or before the twenty-seventh eighth day of the calendar month following the calendar month in which the Closing occurs (the “Remittance Date”), the Purchaser shall: (a) where the certificate is delivered under subsection 116(2) or (4) of the ITA, remit forthwith to the Receiver General for Canada for the account of Wabush Iron twenty-five percent (25%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit of Wabush Iron, any amount that the Purchaser has withheld in respect of the 116(2) Property in excess of such amount; and (b) where the certificate is delivered under subsection 116(5.2) of the ITA, shall remit forthwith to the Receiver General for Canada for the account of Wabush Iron fifty percent (50%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor Monitor, in respect of Wabush Iron Iron, exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit respect of Wabush Iron, any amount that the Purchaser has withheld in respect of the 116(5.2) Property in excess of such amount. (54) Where the Purchaser has withheld any amount under Section 3.5(2) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(2) Property on or prior to the Remittance Date, or where the Purchaser has withheld any amount under Section 3.5(33.4(2) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(5.2) Property on or prior to the Remittance Date, such amount shall be remitted by the Purchaser to the Receiver General for Canada for the account of Wabush Iron in accordance with section 116 of the ITA. (65) For the avoidance of doubt, the Purchaser shall not remit any amount referred to in Section 3.5(53.4(4) to the Receiver General for Canada before the Remittance Date, as such date may be extended pursuant to Section 3.5(73.4(6). (76) Notwithstanding anything to the contrary in this Section 3.53.4, if prior to the Remittance Date, the Purchaser has received a comfort letter issued by the CRA in form and substance satisfactory to the Purchaser, acting reasonably, extending the time period under which the Purchaser is required to remit an amount in respect of the Purchase Price for the account of Wabush Iron without being subject to interest or penalties, the Purchaser shall not make any remittance to the Receiver General for Canada on the date that would otherwise be the Remittance Date and the Remittance Date shall be extended indefinitely, or until the Purchaser receives notification from the CRA that such comfort letter is no longer in effect. (8) 7) Notwithstanding anything to the contrary in this Section 3.53.4, any amounts withheld by the Purchaser pursuant to this Section 3.5 3.4 shall be remitted to and held by the Monitor, in trust and invested by the Monitor for the benefit of Wabush Iron in a Canadian dollar-denominated non-interest bearing deposit account with a Canadian chartered bank listed in Schedule 1 to the Bank Act (Canada) until paid out of trust to the Monitor on behalf of Wabush Iron, or remitted to the Receiver General for Canada for the account of Wabush Iron in accordance with this Section 3.53.4. (9) Notwithstanding anything to the contrary in this Section 3.5, if, in connection with the delivery of Certificates of Compliance in accordance with Section 3.5(2), (3) or (4), Wabush Iron provides evidence to the Purchaser that the CRA has issued such Certificates of Compliance based on an alternative allocation of the Purchase Price to the allocation agreed to by the Parties in accordance with Section 3.3 as set forth in Schedule “N”, (the “Alternative Allocation”), the amounts required to be remitted to the Receiver General for Canada for the account of Wabush Iron and the amounts required to be paid to the Monitor for the benefit of Wabush Iron pursuant to this Section 3.5 in connection with the delivery of such certificates shall be determined based on such Alternative Allocation. Wabush Iron will inform the Purchaser of any discussions between the CRA and Wabush Iron as it relates to the allocation of the Purchase Price and provide the Purchaser with copies of all correspondence related thereto (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). (10) 8) A copy of any Certificate of Compliance, other certificates, notices, comfort letters, correspondence or any other document sent by any Vendor or the Purchaser, or received by any Vendor or the Purchaser, pursuant to this Section 3.5 3.4 shall be sent promptly to the Monitor by the applicable Vendor or the Purchaser. (11) For greater certainty, the Purchaser shall be entitled to satisfy any withholding provided for under this Section 3.5 by directing the Vendors and the Monitor to retain in escrow with the Monitor the full amount of the Cash Purchase Price (including the Deposit), if the amount permitted to be withheld under this Section 3.5 is equal to or exceeds the Cash Purchase Price.

Section 116 of ITA. (1) Wabush Iron shall take all reasonable steps to obtain and deliver to the Purchaser on or before Closing a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of its disposition of the 116(2) Property and a certificate of compliance issued by the Minister of National Revenue (Canada) under subsection 116(5.2) of the ITA in respect of its disposition of the 116(5.2) Property. Wabush Iron shall submit an initial application for any applicable Certificate of Compliance (as defined below) to the CRA no later than ten (10) days following the date hereof. Wabush Iron shall take all commercially reasonable steps to complete such application and obtain a Certificate of Compliance and shall use commercially reasonable efforts to keep the Purchaser’s counsel informed of all material developments related to such process, both prior to and after the Closing, including by providing the Purchaser with a copy of the initial application (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). A certificate issued by the Minister of National Revenue (Canada) under subsection 116(2) or 116(4) of the ITA in respect of the 116(2) Property or under subsection 116(5.2) of the ITA in respect of the 116(5.2) Property is hereinafter referred to as a “Certificate of Compliance”. (2) If a Certificate of Compliance in respect of the 116(2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron at Closing, twenty-five percent (25%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron at Closing, twenty-five percent (25%) of such portion of the Purchase Price. (3) If a Certificate of Compliance in respect of the 116(5.2) Property is delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron at Closing, Closing fifty percent (50%) of the amount, if any, by which such portion of the Purchase Price exceeds the certificate limit specified in such certificate. If a Certificate of Compliance in respect of the 116(5.2) Property is not delivered to the Purchaser on or before the Closing, the Purchaser shall be entitled to withhold from the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron at Closing, Closing fifty percent (50%) of such portion of the Purchase Price. For the purposes of determining (a) the amount that the Purchaser is entitled to withhold at Closing under this Section 3.5 if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser at Closing and (b) the amount that the Purchaser is entitled to remit to the Receiver General for Canada in accordance with Section 3.5(5) if a Certificate of Compliance in respect of the 116(2) Property and 116(5.2) Property are not delivered to the Purchaser on or before the Remittance Date, the Parties agree that the Purchaser shall be allowed to treat any portion of the Purchase Price payable to Wabush Iron that is allocated to inventory as if it had been allocated to 116(5.2) Property; provided, for greater certainty, that the amounts, if any, to be remitted to the Receiver General for Canada for the benefit of Wabush Iron on delivery of a Certificate of Compliance in accordance with this Section 3.5 shall be determined based on the Purchase Price allocation agreed to by the Parties in accordance with Section 3.3 and as set forth in Schedule “N”, subject to Section 3.5(9). (43) Where the Purchaser has withheld any amount under Section 3.5(2) or (33.4(2) and Wabush Iron delivers a Certificate of Compliance to the Purchaser after Closing and on or before the twenty-seventh eighth day of the calendar month following the calendar month in which the Closing occurs (the “Remittance Date”), the Purchaser shall: (a) where the certificate is delivered under subsection 116(2) or (4) of the ITA, remit forthwith to the Receiver General for Canada for the account of Wabush Iron twenty-five percent (25%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(2) Property and payable to the Monitor in respect of Wabush Iron exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit of Wabush Iron, any amount that the Purchaser has withheld in respect of the 116(2) Property in excess of such amount; and (b) where the certificate is delivered under subsection 116(5.2) of the ITA, shall remit forthwith to the Receiver General for Canada for the account of Wabush Iron fifty percent (50%) of the amount, if any, by which the portion of the Purchase Price allocable to the 116(5.2) Property and payable to the Monitor in respect of Wabush Iron exceeds the certificate limit fixed in such certificate and pay forthwith to the Monitor, in trust for the benefit of Wabush Iron, Iron any amount that the Purchaser has withheld in respect of the 116(5.2) Property in excess of such amount. (54) Where the Purchaser has withheld any amount under Section 3.5(2) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(2) Property on or prior to the Remittance Date, or where the Purchaser has withheld any amount under Section 3.5(33.4(2) and no Certificate of Compliance has been delivered to the Purchaser in respect of the 116(5.2) Property on or prior to the Remittance Date, such amount shall be remitted by the Purchaser to the Receiver General for Canada for the account of Wabush Iron in accordance with section 116 of the ITA. (65) For the avoidance of doubt, the Purchaser shall not remit any amount referred to in Section 3.5(53.4(4) to the Receiver General for Canada before the Remittance Date, as such date may be extended pursuant to Section 3.5(73.4(6). (76) Notwithstanding anything to the contrary in this Section 3.53.4, if prior to the Remittance Date, the Purchaser has received a comfort letter issued by the CRA in form and substance satisfactory to the Purchaser, acting reasonably, extending the time period under which the Purchaser is required to remit an amount in respect of the Purchase Price for the account of Wabush Iron without being subject to interest or penalties, the Purchaser shall not make any remittance to the Receiver General for Canada on the date that would otherwise be the Remittance Date and the Remittance Date shall be extended indefinitely, or until the Purchaser receives notification from the CRA that such comfort letter is no longer in effect. (8) 7) Notwithstanding anything to the contrary in this Section 3.53.4, any amounts withheld by the Purchaser pursuant to this Section 3.5 3.4 shall be remitted to and held by the Monitor, in trust and invested by the Monitor for the benefit of Wabush Iron in a Canadian dollar-denominated non-interest bearing deposit account with a Canadian chartered bank listed in Schedule 1 to the Bank Act (Canada) until paid out of trust to the Monitor on behalf of Wabush Iron, or remitted to the Receiver General for Canada for the account of Wabush Iron in accordance with this Section 3.53.4. (9) Notwithstanding anything to the contrary in this Section 3.5, if, in connection with the delivery of Certificates of Compliance in accordance with Section 3.5(2), (3) or (4), Wabush Iron provides evidence to the Purchaser that the CRA has issued such Certificates of Compliance based on an alternative allocation of the Purchase Price to the allocation agreed to by the Parties in accordance with Section 3.3 as set forth in Schedule “N”, (the “Alternative Allocation”), the amounts required to be remitted to the Receiver General for Canada for the account of Wabush Iron and the amounts required to be paid to the Monitor for the benefit of Wabush Iron pursuant to this Section 3.5 in connection with the delivery of such certificates shall be determined based on such Alternative Allocation. Wabush Iron will inform the Purchaser of any discussions between the CRA and Wabush Iron as it relates to the allocation of the Purchase Price and provide the Purchaser with copies of all correspondence related thereto (subject to such redactions as Wabush Iron determines, acting reasonably, to be appropriate in respect of any tax information of Wabush Iron contained therein). (10) 8) A copy of any Certificate of Compliance, other certificates, notices, comfort letters, correspondence or any other document sent by any Vendor or the Purchaser, or received by any Vendor or the Purchaser, pursuant to this Section 3.5 3.4 shall be sent promptly to the Monitor by the applicable Vendor or the Purchaser. (11) For greater certainty, the Purchaser shall be entitled to satisfy any withholding provided for under this Section 3.5 by directing the Vendors and the Monitor to retain in escrow with the Monitor the full amount of the Cash Purchase Price (including the Deposit), if the amount permitted to be withheld under this Section 3.5 is equal to or exceeds the Cash Purchase Price.