Section 85 Election. The Purchaser shall make joint elections with Eligible Company Canadian Shareholders in respect of the disposition of their Company Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial tax legislation) in accordance with the procedures and within the time and other limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Company Canadian Shareholder in his or her sole discretion within the limits set out in the Tax Act.
Section 85 Election. (a) An Eligible Holder who is entitled to receive Pan American Shares under Section 3.1(f) shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “Section 85 Election”) with respect to the disposition of Tahoe Shares under this Plan of Arrangement by providing two signed copies of the necessary joint election forms to an appointed representative, as directed by Pan American, within 60 days after the Effective Date, duly completed with the details of the Tahoe Shares transferred and the applicable agreed amount for the purposes of such joint elections. Pan American shall, within 30 days after receiving the completed joint election forms from an Eligible Holder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or any analogous provision of provincial income tax law), sign and return such forms to such Eligible Holder. Neither Tahoe, Pan American nor any successor corporation shall be responsible for the proper completion and filing of any joint election form, and except for the obligation to sign and return the duly completed joint election forms which are received within 60 days of the Effective Date, for any taxes, interest or penalties arising as a result of the failure of an Eligible Holder to properly or timely complete and file such joint election forms in the form and manner prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Pan American or any successor corporation may choose to sign and return a joint election form received by it more than 60 days following the Effective Date, but will have no obligation to do so.
Section 85 Election. The parties acknowledge and agree that the purchase and sale of the Purchased Shares contemplated by the Agreement is to be carried out in accordance with subsection 85(1) of the Act and is intended to be carried out in a tax deferred manner. The parties agree and hereby confirm that they will jointly elect pursuant to subsection 85(1) of the Act in the prescribed form and within the time referred to in subsection 85(6) of the Act, to transfer the Patents at an determined by the Vendor. The parties covenant and agree to execute and file such other documents and instruments as may be necessary or advisable to effect compliance with subsection 85(1) and such other provisions of the Act as may be applicable or appropriate.
Section 85 Election. The Purchaser shall execute and file an election pursuant to subsection 85(1) of the Income Tax Act (Canada) in respect of the purchase and sale of the Purchased Assets in respect of the Purchase Price paid pursuant to Section 2.3(2)(b) (the “Section 85 Election”), and for that purpose the Vendor shall be entitled, in its sole discretion, to determine the “Agreed amount” on the Section 85 Election.
Section 85 Election. Each beneficial owner of Common Shares who is a Canadian Resident shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act or, if the beneficial owner is a partnership, subsection 85(2) of the Tax Act (and in each case, where applicable, the corresponding provisions of any applicable provincial income tax legislation) with respect to the transfer of its Common Shares to the Offeror. In order to make an election, the beneficial owner of Common Shares (the “Electing Shareholder”) must provide the necessary information on or before 90 days after the Effective Time in accordance with the procedures set out in the tax instruction letter to be sent to beneficial owners that indicate an interest in making and filing an election by checking the appropriate box on the letter of transmittal to be distributed to the Shareholders pursuant to the Offer. The Offeror will make an election under subsection 85(1) or 85(2) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) only with a Canadian Resident, and at the amount selected by the Electing Shareholder, subject to the limitations in the Tax Act (and any applicable provincial legislation). The Offeror will not be responsible for the proper completion or filing of any election form and the Electing Shareholder will be solely responsible for the payment of any late filing penalty. The Offeror agrees only to execute any election form containing information provided by the Electing Shareholder that complies with the provisions of the Tax Act (and any corresponding provincial legislation). With the exception of the execution of the election by the Offeror, compliance with the requirements for a valid election will be the sole responsibility of the Electing Shareholder. Accordingly, the Offeror will not be responsible for any Taxes, interest, penalties, damages or expenses resulting from the failure by an Electing Shareholder to properly complete or file the election form(s) in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income tax legislation). In its sole discretion, the Offeror may choose to sign and return an election form received by the Offeror more than 90 days following the Effective Time, but the Offeror will have no obligation to do so. References in this Section 2.6(a) to the Tax Act are to the Tax Act as of the date hereof and any modifications thereof that are consistent with the gen...
Section 85 Election. The Parties shall jointly execute and the Vendor may, in its sole discretion, file, within the time referred to in subsection 85(6) of the Income Tax Act (Canada) (the “ITA”) (or at such later time as permitted by the ITA), an election in prescribed form under subsection 85(1) of the ITA (and the corresponding provisions of any relevant provincial tax laws) electing to effect the transfer of the Purchased Shares and the interests in the accounts receivable described in Section 2.4 at the lesser of: (a) the fair market value of each such property as of the Effective Time, and (b) such other amount as may be determined by the Vendor that falls within the parameters set out in subsection 85(1) of the ITA (and any corresponding provisions of any relevant provincial tax laws).
Section 85 Election. Subject to the requirements and limitations in the Tax Act and the terms of the Plan of Arrangement, an Eligible Holder who transfers Exx Shares to Gold Royalty pursuant to the Arrangement and receives any Gold Royalty Shares as consideration shall be entitled to make a joint income tax election with Gold Royalty, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (in this Section, a “Section 85 Election”) with respect to the transfer, subject to the fulfillment of any conditions and requirements set forth in the Letter of Transmittal. Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that such holder wishes to receive a tax instruction letter, Gold Royalty will promptly arrange for delivery of a tax instruction letter (and a tax instruction letter for the equivalent provincial election, if applicable) to such Eligible Holder. The tax instruction letter will provide to the Eligible Holder general instructions on how the Eligible Holder will make the Section 85 Election. To make the Section 85 Election, the Eligible Holder must provide the required information to the person specified in the tax instruction letter in accordance with the procedure set out therein, within ninety (90) days of the Effective Date. Within 90 days after receiving the required information from an Eligible Holder, if all required information is so provided by an Eligible Holder in the manner contemplated in the tax instruction letter, the properly completed prescribed form for the Section 85 Election will be executed by Gold Royalty and delivered electronically to the Eligible Holder for execution and filing by the Eligible Holder. With the exception of the execution by Gold Royalty of properly completed prescribed forms for purposes of the Section 85 Election, compliance with the requirements for a valid Section 85 Election, including, without limitation, selection of the appropriate elected amount for the prescribed form and the filing of the completed and executed form with the appropriate governmental entity, will be the sole responsibility of the Eligible Holder making the Section 85 Election. Neither Gold Royalty nor Exx will be responsible for taxes, interest, penalties, damages or expenses resulting from the failure by anyone to properly complete any election forms or to properly file such forms within the time prescribed under the Tax Act or the corresponding provisions of any applicable provincial...
Section 85 Election. Seller and Newco agree to file jointly on a timely basis an election in prescribed form under the provisions of subsection 85(1) of the Income Tax Act (Canada) and any corresponding election under any applicable provincial statute in respect of the purchase and sale of the Company Common Shares whereby Seller and Newco agree that the proceeds of disposition of the Company Common Shares shall be such amount as Seller may designate which amount shall be deemed to be the proceeds of disposition to Seller of the Company Common Shares and the cost to Newco thereof for the purposes of the Income Tax Act (Canada) and for the purposes of such provincial legislation.
Section 85 Election. The Purchaser agrees that it will execute and return within 45 days after the Closing Date a joint election prepared in prescribed form under Section 85 of the Tax Act (and any equivalent provision of any applicable provincial statute) (a “Tax Election”). The agreed amount in respect of any Tax Election shall be an amount that is within the permissible range of amounts as prescribed by Section 85 of the Tax Act (or the equivalent provision of the applicable provincial statute) and shall be determined by the Vendor in its sole and absolute discretion.
Section 85 Election. The Vendor and Cura-Can will, if and as requested by the Vendor, jointly elect, in the form prescribed and within the time limits set out therefor, that the rules in subsection 85(1) of the Tax Act apply to the purchase and sale of the Purchased Shares, and the amount to which they agree in the election in respect of the Purchased Shares will be such amount as is specified by the Vendor.
