Section 85 Elections. Exchangeco will execute and jointly file with each LIPO Canada Shareholder who elects to receive Exchangeable Shares pursuant to the Plan of Arrangement and who so requests an election pursuant to Section 85 of the ITA and any applicable provincial legislation in which election such LIPO Canada Shareholder will be entitled to elect the amount which shall be such LIPO Canada Shareholder’s proceeds of disposition and Exchangeco’s cost of the LIPO Canada Shares exchanged for Exchangeable Shares, provided that (i) such amount is within the limits prescribed by Section 85 of the ITA and any applicable provincial legislation, (ii) such LIPO Canada Shareholder provides two completed copies of the appropriate tax election form to Lululemon no later than 90 days after the Effective Date, and (iii) such LIPO Canada Shareholder provides Exchangeco with a letter representing to Exchangeco that such LIPO Canada Shareholder is a resident of Canada for purposes of the ITA and is not exempt from Tax. Upon any LIPO Canada Shareholder complying with the foregoing conditions, Exchangeco will execute the completed election form received from such shareholder and return such form by mail to such shareholder within 30 days of its receipt thereof. The LIPO Canada Shareholders will be solely responsible for the preparation of the foregoing election forms, and for the filing of such forms with the appropriate tax authority. Exchangeco shall not be responsible or liable in any manner whatsoever for the proper completion and timely filing of any such forms with the appropriate tax authority, but will cooperate reasonably with the LIPO Canada Shareholders in completing and filing such forms in a timely manner, including providing such information within Lululemon’s possession as is reasonably required by the LIPO Canada Shareholders to complete such forms.
Section 85 Elections. It is intended that the transfer of the Purchased Shares to the Purchaser be, to the extent possible, on a tax- deferred basis to each of the Vendors, as applicable, for purposes of the ITA. In order to give effect to this intention, at each Vendor’s discretion, such Vendor, on the one hand, and the Purchaser, on the other hand, shall jointly execute elections under subsection 85(1) of the ITA (and any applicable provincial legislation) in respect of the transfer of the Purchased Shares from the Vendor to the Purchaser, and the Purchaser agrees to execute, within the prescribed time limits or at any other moment determined at the sole discretion of the Vendor, the prescribed election forms and any other documents required to give effect to the foregoing, upon such election forms or documents being completed by the Vendor and provided by the Vendor to the Purchaser. The Vendors and the Purchaser agree that the elected amount in such elections shall be determined by the applicable Vendor, subject to the parameters set forth in the ITA and any other applicable laws. The Purchaser will not be responsible for any Taxes, interest or penalties or any other costs or damages resulting from the failure by any Vendor to properly and accurately complete or file the necessary election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation).
Section 85 Elections. Where an Eligible Holder desires to so elect, Purchaser shall make a joint election with such Company Shareholder in respect of its disposition of its Shares pursuant to Section 85 of the ITA (and any similar provision of any applicable provincial Tax legislation) in accordance with the procedures and within the time limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each such Company Shareholder in his or her sole discretion within the limits set out in the ITA.
Section 85 Elections. (a) Company Shareholders whose Company Common Shares are exchanged for Triple Flag Common Shares and cash, or just Triple Flag Common Shares, pursuant to the Arrangement shall be entitled to make an 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 exchange by providing two signed copies of the necessary joint election forms to Triple Flag, as directed in a tax instruction letter, within 90 days after the Effective Date, duly completed with the details of the Company Common Shares exchanged and the applicable agreed amount for the purposes of such joint elections. Triple Flag shall, within 30 days after receiving the completed joint election forms from a Company Shareholder, 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 Company Shareholder. Each Company Shareholder is solely responsible for ensuring the Section 85 Election is completed correctly and filed with the Canada Revenue Agency (and any applicable provincial tax authority) by the required deadline. Neither Triple Flag nor any successor corporation shall be responsible for ensuring that a Company Shareholder obtains a tax instruction letter, nor the proper completion of any election form, except for the obligation to sign and return duly completed election forms which are received within 90 days of the Effective Date. The Company Shareholder will be solely responsible for the payment of any taxes, interest or penalties resulting from the failure of a Company Shareholder to properly or timely complete or file such election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Triple Flag or any successor corporation may choose to sign and return an election form received by it more than 90 days following the Effective Date, but will have no obligation to do so.
Section 85 Elections. The Buyer acknowledges that Morris and Elaine in respect ox 000057 anx Xxxxnie and Randy in respect ox Xxxxxorp wxxx xe making dispositions of shares pursuant to Section 85(1) of the Income Tax Act (Canada), and the Buyer covenants and agrees to complete, execute and file all applicable forms and elections (with the elected amount as determined by the applicable Sellers) as required pursuant to Section 85 of the Income Tax Act (Canada), in such form and manner and within such time limits as may be prescribed by the Income Tax Act (Canada), and such parties shall do all such further things and execute all such further forms and documents as may be required to give full force and effect to such elections.
Section 85 Elections. The parties shall make, and do all such further acts and things to assist in making, elections under section 85 of the ITA in connection with the transfers of the Paragon Transferred Assets and the CopperCo Transferred Assets described in subsections 3.1(l) and (m) respectively. In addition, CopperCo will offer to holders of the Remaining Africo Shares the option of making elections under section 85 of the ITA in connection with the transfer of the Remaining Africo Shares to CopperCo in return for CopperCo Common Shares as described in sections 3.1(z) and (aa). On acceptance of CopperCo’s offer by a particular Remaining Africo Shareholder, CopperCo will do all such further acts and things to make, and assist in making, the election under section 85 of the ITA.
Section 85 Elections. If Klondex makes a Share Election and determines to pay all or a portion of the Arrangement Consideration in Klondex Shares, Klondex shall make joint elections with Eligible Holders in respect of the disposition of their Bison Shares for the Arrangement Consideration 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 limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each Eligible Holder in his or her sole discretion within the limits set out in the Tax Act.
Section 85 Elections. Purchaser hereby agrees that it will jointly elect with each Seller, upon request by a Seller, under subsection 85(1) of the Tax Act (and any corresponding provincial provision), within the time and in the manner prescribed therefore by the Tax Act (and any corresponding provincial provision) in respect of the transfer of the Purchased Shares by a Seller pursuant to this Agreement. In the event a Seller wishes to make such an election, such Seller will be solely responsible for the preparation and filing of the election form(s) and Purchaser agrees to provide such Seller all necessary information to complete the election form(s) on a timely basis. Such Seller will provide the Purchaser with a properly completed election form(s) for execution within one hundred and twenty (120) days after the Closing Date, and the Purchaser shall, within thirty (30) days after receiving the completed election form(s), sign and return the election form(s) to such Seller for filing with the Canada Revenue Agency. Such Seller shall be responsible for filing such form in accordance with subsection 85(6) of the Tax Act. Such Seller shall be entitled to determine the “elected amount” within the limits set out by the Tax Act. Such Seller shall be solely responsible for the correct completion and proper filing of such election form, and Purchaser shall have no any responsibility or liability associated with the preparation and filing of such election. Such Seller covenants and agrees to provide a copy of the filed election form(s) to the Purchaser within ten (10) ten Business Days of filing same.
Section 85 Elections. Each beneficial owner of Company Shares who is an Eligible Holder (other than an Eligible Holder described in paragraph (c) of the definition of Eligible Holder), and who has validly elected (or for whom the registered holder has validly elected on such beneficial owner’s behalf) to receive Exchangeable Shares shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act, or subsection 85(2) of the Tax Act if such beneficial owner is a partnership (and in each case, where applicable, the analogous provisions of provincial income tax Law), with respect to the transfer of its Company Shares to ExchangeCo and the receipt of Exchangeable Shares in respect thereof, subject to and in accordance with the Plan of Arrangement.
Section 85 Elections. Where a Company Electing Shareholder desires to so elect, after the Closing SPAC shall cause ExchangeCo to make a joint election with such Company Electing Shareholder in respect of its disposition of its Company Shares pursuant to section 85 of the Tax Act (and any similar provision of any applicable provincial Tax legislation) in accordance with the procedures and within the time limits set out in the Plan of Arrangement. The agreed amount under such joint elections shall be determined by each such Company Electing Shareholder in his or her sole discretion within the limits set out in the Tax Act.
