Common use of Tax Election Clause in Contracts

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereofdays. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The parties hereto acknowledge that the provisions of subsection 85.1(1) of the Tax Act may apply to the transfer of the Purchased Shares by an Aura Shareholder to the Purchaser on the terms and conditions contemplated hereunder unless the Aura Shareholder and the Purchaser have jointly elected in prescribed form (“Form T2057”) and in accordance with subsection 85(6) to have the provisions of subsection 85(1) of the Tax Act apply to the transfer. The Purchaser agrees that, at the request and expense of any Aura Shareholder, it shall sign and execute a Form T2057 prepared by said Aura Shareholder who is resident in Canada for the purposes purpose of the Tax Act, the Purchaser shall jointly elect with the Shareholder for making a joint election to have the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereoftransfer. It shall be the sole responsibility of the Aura Shareholder making the request to prepare and file the Tax Election Form T2057 with the Canada Revenue Agency or relevant provincial Governmental AuthorityAgency. The Purchaser shall not be liable for any damages arising to a an Aura Shareholder for a late filing of a Tax Election Form T2057 or any errors or omissions on a Tax Election FormForm T2057. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Aura Shareholders including, without limiting the generality of the foregoing, any Tax taxes resulting from or arising as a consequence of the sale by Aura Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any the provisions of subsection 85.1 or 85(1) of the Tax Election ProvisionAct, or the content or impact of any election made under any subsection 85(1) of the Tax Election ProvisionAct.

Tax Election. The Purchaser It is intended that the Transaction will constitute a transaction that the PNW Shareholders who are Canadian residents may elect to treat on a tax deferral basis pursuant to Section 85.1 of the Tax Act by treating the transaction as a rollover in its income tax return for the year in which the exchange occurred by not including in income any portion of the gain or loss which would otherwise have arisen on such PNW Shareholder’s exchanged Purchased Shares. LRDS shall not take any action that would interfere with any Canadian resident PNW Shareholder’s ability to make the aforementioned election pursuant to Section 85.1 of the Tax Act. Notwithstanding the foregoing paragraph, LRDS agrees that, at the request and expense of any PNW Shareholder, it shall sign and execute a Form T2057 prepared by said PNW Shareholder who is resident in Canada for the purposes purpose of the Tax Act, the Purchaser shall jointly elect with the Shareholder for making a joint election to have the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereoftransfer. It shall be the sole responsibility of the PNW Shareholder making the request to prepare and file the Tax Election Form T2057 with the Canada Revenue Agency or relevant provincial Governmental AuthorityAgency. The Purchaser LRDS shall not be liable for any damages arising to a PNW Shareholder for a late filing of a Tax Election Form T2057 or any errors or omissions on a Tax Election FormForm T2057. Notwithstanding anything contained in this Agreement, the Purchaser LRDS does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by the PNW Shareholders including, without limiting the generality of the foregoing, any Tax taxes resulting from or arising as a consequence of the sale by Shareholders a PNW Shareholder to the Purchaser LRDS of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any the provisions of subsection 85(1) of the Tax Election ProvisionAct, or the content or impact of any election made under any subsection 85(1) of the Tax Election ProvisionAct.

Tax Election. It is intended that the transactions contemplated by this Agreement will generally constitute a transaction that the Shareholders who are Canadian Residents may elect to treat on a tax deferral basis pursuant to Section 85.1 of the Tax Act by treating the transaction as a rollover in his or her income tax return for the year in which the exchange occurred by not including in income any portion of the gain or loss which would otherwise have arisen on such Shareholder’s exchanged Purchased Shares. The Purchaser shall not take any action that would interfere with any Canadian Resident Shareholder’s ability to make the aforementioned election pursuant to Section 85.1 of the Tax Act. Notwithstanding the foregoing paragraph, the Purchaser agrees that, at the request and expense of any Shareholder, it shall sign and execute a Form T2057 prepared by said Shareholder who is resident in Canada for the purposes purpose of the Tax Act, the Purchaser shall jointly elect with the Shareholder for making a joint election to have the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereoftransfer. It shall be the sole responsibility of the Shareholder making the request to prepare and file the Tax Election Form T2057 with the Canada Revenue Agency or relevant provincial Governmental AuthorityAgency. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form T2057 or any errors or omissions on a Tax Election FormForm T2057. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax taxes resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any the provisions of subsection 85(1) of the Tax Election ProvisionAct, or the content or impact of any election made under any subsection 85(1) of the Tax Election ProvisionAct.

Tax Election. The Purchaser agrees thatshall, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Acta Seller, the Purchaser shall jointly elect make a joint election with the Shareholder for the provisions of such Seller under subsection 85(1) or (2) of the Tax Act (and the corresponding provisions of any equivalent provision under applicable provincial legislation Law) with respect to the sale of the applicable Purchased Shares by such Seller to the Purchaser (each a “Canadian Tax Election ProvisionElection”), subject to the terms and conditions set out in this Section 2.6. Specifically, the Purchaser agrees that, upon delivery by a Seller to the Purchaser of an election form prescribed under subsection 85(1) to apply to of the Tax Act (and the corresponding provisions of any applicable provincial Law), duly signed by such Seller, which provides that for purposes of the Tax Act the transfer of the Purchased Shares acquired to the Purchaser shall occur at an amount specified in the election form (which amount shall be determined in the sole discretion of such Seller, subject to the limitations otherwise provided for in section 85 of the Tax Act and the corresponding provisions of any applicable provincial Law), the Purchaser shall, within 30 days of receipt of such election form from such Seller, sign such election form and cause it to be returned to such Seller by first class mail or courier. Such Seller agrees that, apart from the agreement by the Purchaser from in the Shareholder. In order immediately preceding sentence to make sign and cause to be returned to such Seller any such election, the Shareholder shall prepare any prescribed election form (each a “Canadian Tax Election Form”) and deliver any form delivered by such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided Seller to the Purchaser in accordance with this Section 2.6, the making and/or filing of any Canadian Tax Election Form shall be the sole responsibility of such Seller. For the avoidance of doubt, such Seller acknowledges and agrees that the Purchaser will not file any Canadian Tax Election on behalf of such Seller, and that it is such Seller’s responsibility to file with the Canadian tax authorities any signed Canadian Tax Election that is returned by the Purchaser to such Seller. Forthwith upon filing the Canadian Tax Election with the Canadian tax authorities, such Seller shall confirm to the Purchaser in writing that the Canadian Tax Election has been filed with such tax authorities. Such Seller further acknowledges that the Purchaser will not be responsible for, and will not have any liability to any person for, any failure by such Seller to make a Canadian Tax Election or file a Canadian Tax Election on a timely basis, nor for any error or omission in any Canadian Tax Election filed by such Seller with the Canadian tax authorities. If such Seller subsequently delivers an amended election form to the Purchaser, the Purchaser shall, within 30 days of receipt thereof. It shall , sign such amended election form and cause it to be the sole responsibility of the Shareholder making the request returned to file the Tax Election Form with the Canada Revenue Agency such Seller by first class mail or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provisioncourier.

Tax Election. (a) The Purchaser agrees thatIssuer will jointly elect with any Cybeats Shareholder holding Cybeats Shares, at if such Cybeats Shareholder is eligible to make such an election, and request the request and expense Issuer to make such an election, in accordance with the provisions of any this Section 2.6 (the “Electing Shareholder”), to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the Cybeats Shares by the Electing Shareholder who is resident to the Issuer in Canada consideration for the purposes issuance of the respective Issuer Consideration Shares contemplated by this Agreement. In order to make an election under subsection 85(1) of the Tax Act, the Purchaser shall jointly elect Electing Shareholder must provide to the Issuer, at the address set out in this Agreement within 90 days following the Closing Date, two signed copies of Canada Revenue Agency Form T2057 duly completed with the details of the respective number of Cybeats Shares transferred by the Electing Shareholder and the applicable elected amount(s) for the provisions purposes of subsection 85(1the election. The elected amount specified in the election form must be an amount that is not less than the cost amount to the Electing Shareholder at the Closing Date of the Cybeats Shares transferred by the Electing Shareholder, and not greater than the fair market value at the Closing Date of the Cybeats Shares transferred by the Electing Shareholder. (b) The Electing Shareholder shall send the completed and signed election forms to the Issuer and notify the Issuer whether it wishes to file the election form or whether it appoints the Issuer to file the election form on its behalf. Subject to Section 2.6(c), upon receipt of the signed election forms from an Electing Shareholder, the Issuer shall: (2i) if the Electing Shareholder has notified the Issuer that it wishes to file the election form, sign the election form and shall deliver one copy back to the Electing Shareholder by mail within 10 days, upon receipt of which the Electing Shareholder shall file the completed and signed election form within the time period designated for doing so pursuant to the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and thereafter promptly deliver a copy of the Tax Election Form filed election form to the Issuer; or (ii) if the Electing Shareholder has notified the Issuer that it appoints the Issuer to file the election form on its behalf, sign the election form and file the completed and signed election form within the time period designated for doing so pursuant to the Tax Act. (c) If the Issuer receives an election form that the Issuer determines is not completed, is incorrectly completed, or if the Cybeats Shareholders are not eligible to make an election under subsection 85(1) of the Tax Act, the Issuer will not sign the election form and shall use commercially reasonable efforts to deliver the unsigned form back to the Cybeats Shareholder by mail using within 10 days with an explanation. If applicable, the address that Cybeats Shareholder will have the Shareholder provided option of resubmitting the corrected election form for signature and delivery by the Issuer based on the terms above. Despite the Issuer’s right to the Purchaser refuse to sign an election form in the Tax Election Form within 30 days of receipt thereof. It foregoing circumstances, it shall be the sole responsibility of the Cybeats Shareholder making to determine such Cybeats Shareholder’s eligibility to make the request election under subsection 85(1) of the Tax Act, to complete the election form other than the signature of the Issuer, and, if the Electing Shareholder has notified the Issuer that it wishes to file the election form, to file the completed and signed election form within the time period designated for doing so pursuant to the Tax Election Form with Act, and the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser Issuer shall not be liable responsible for determining eligibility of the Cybeats Shareholders to make the election, for the preparation of any damages arising to a Shareholder election form, for a late filing verifying the accuracy of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything the information contained in this Agreementany election form, or for filing any election form other than in circumstances where the Purchaser does not assume Electing Shareholder has notified the Issuer that it appoints the Issuer to file the election form on its behalf. If an Electing Shareholder who has completed and shall not be liable for any taxes filed an election under subsection 85(1) of the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders includingsubsequently wishes to amend the election, without limiting the generality of Issuer covenants and agrees to complete an amended election form for that purpose based on the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provisionterms above.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “"Tax Election Provision”") to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “"Tax Election Form”") and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereofdays. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The Purchaser agrees Parties hereby agree that, at each Vendor’s option, the request purchase and expense of any Shareholder who is resident in Canada for the purposes sale of the Tax Act, the Purchaser Purchased Shares hereunder shall jointly elect with the Shareholder for the provisions of be made pursuant an election under subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each each, a “Tax Election ProvisionElection”) to apply ), and for that purpose the elected amount in respect of the particular Vendor’s Purchased Shares shall be the amount determined by the particular Vendor, subject to the Purchased Shares acquired by limitations set forth in the Tax Act (and any corresponding provisions of any applicable taxing statute) (in each case, the “Elected Amount”). If a particular Vendor provides the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each with a “Tax Election Form”) and deliver any such Tax Election Form to on or before 60 days after the Purchaser within 90 days of the Closing Date. Upon receiptdate hereof, the Purchaser shall sign have the right but not the obligation to review and comment on the Tax Election Form and deliver a copy that particular Vendor shall reasonably consider the Purchaser’s requests. The Purchaser shall execute the Tax Election and return it to the particular Vendor within thirty days after it has been delivered to the Purchaser. Each Vendor shall be entirely responsible for the accuracy of the information in each’s Tax Election, ensuring that the Elected Amount is within the limits prescribed under the Tax Act and the filing of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental AuthorityAgency. The Accordingly, the Purchaser shall not be responsible or liable for any Taxes, damages arising or expenses resulting from the failure by any Vendor to a Shareholder for a late filing of properly complete a Tax Election Form or any errors or omissions on a to properly file such Tax Election Form. Notwithstanding anything contained in this Agreement, within the Purchaser does not assume and shall not be liable for any taxes time prescribed under the Tax Act or under provincial legislation any applicable taxing statute. In the event that a particular Vendor wishes to make an amendment to, or any other amount whatsoever which may be or become payable by Shareholders includingre-file, without limiting the generality of Tax Election, the foregoing, any Purchaser shall execute the amended Tax resulting from or arising as a consequence of the sale by Shareholders Election and return it to the Purchaser of particular Vendor within thirty days after it has been delivered to the Purchased Shares herein contemplatedPurchaser, or and the availability (or lack thereof) of any particular Vendor may file such amended Tax Election Provision, or the content or impact of provided that such Vendor pays any election made under any Tax Election Provisionapplicable penalties.

Tax Election. The Purchaser agrees that, at (a) At the request and expense given in the sole discretion of any Shareholder who is resident Buyer, and in Canada for the purposes of the Tax Actaccordance with Buyer’s instructions, the Purchaser Company and Sellers shall jointly elect with timely make an election under the Shareholder for the provisions of subsection 85(1) or Code (2) of the Tax Act and any equivalent provision corresponding election under provincial legislation (each a “state, local, and foreign Tax Election Provision”Laws) with respect to apply to treating the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) purchase and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplatedhereunder as a purchase and sale of assets in accordance with the applicable Treasury Regulation section (the “Tax Election”). Subject to the instructions and review of Buyer, Sellers and the Company shall timely prepare and file such forms as may be contemplated by applicable Code sections or administrative practice to effect such Tax Election. Without limiting the foregoing, Sellers and the Company shall file statements, amend Tax Returns, provide assistance and take such other action as Buyer determines in good faith are necessary to carry out the purposes and intent of the Section 8.9. Sellers shall include any income, gain, loss, deduction, or other Tax item resulting from the availability Tax Election on their Tax Return to the extent required by applicable Laws. (b) Subject to Sellers’ reasonable approval, Buyer shall be responsible for determining and preparing the allocation of the Purchase Price (plus assumed liabilities and other items of the Company, to the extent properly taken into account under the Code and the Treasury Regulations thereunder, as applicable) among the assets of the Company in accordance with the Code and Treasury Regulations thereunder (and any comparable provisions of state, local, or lack thereofforeign Laws, as appropriate) (the “Asset Allocation,” and together with the Company Allocation Amount, the “Allocation”). At the request of Buyer, the Company and Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such Allocation. Buyer will be responsible for preparing and filing any Internal Revenue Service Forms 8883 and any other forms and documents necessary to make the Tax Election. (c) Buyer, the Company and Sellers agree to: (i) be bound by the Allocation and (ii) shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8883, as applicable) in all respects and for all purposes consistent with such Allocation. None of Buyer, the Company or Sellers shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such Allocation except as may be required otherwise pursuant to a final determination within the meaning of Section 1313(a) of the Code or corresponding provision of state, local or foreign income Tax law (a “Final Determination”). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.5(b) or otherwise: (i) the Asset Allocation shall be adjusted in accordance with the Code, as applicable, and the Treasury Regulations thereunder (and any comparable provisions of state or local Laws, as appropriate) and as determined by Buyer and (ii) Buyer, the Company and Sellers agree to file any additional information return required to be filed pursuant to the Code, as applicable, and the Treasury Regulations thereunder (and any comparable provisions of state or local Laws, as appropriate) and to treat the Asset Allocation as adjusted in the manner described in above. (e) Notwithstanding anything herein to the contrary, Buyer shall pay or cause the Company to pay any Taxes (including any Taxes imposed pursuant to Section 1374 of the Code) imposed on the Company by reason of the Tax Election ProvisionElection, and any such Taxes (including any Taxes imposed pursuant to Section 1374 of the Code) shall not: (i) be taken into account in the calculation of Purchase Price, (ii) otherwise reduce any amount payable to Sellers hereunder, or (iii) be required to be paid or indemnified by Sellers hereunder. Notwithstanding anything to the content or impact contrary herein, Sellers shall have no obligation to pay any additional Taxes imposed on the Company as a result of any election an adjustment to the Allocation made under any Tax Election Provisionpursuant to a Final Determination.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes Taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. The obligations of the Purchaser pursuant to this Section 2.03, shall survive the Closing of the Transaction. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder Securityholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder Securityholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the ShareholderSecurityholder. In order to make any such election, the Shareholder Securityholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder Securityholder by mail using the address that the Shareholder Securityholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder Securityholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder Securityholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders Securityholder including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders Securityholder to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares Securities acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax tax consequence for a Shareholder resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares Securities herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. (a) The Purchaser agrees thatIssuer will jointly elect with any Isracann Shareholders, at if such Isracann Shareholder is eligible to make such an election, and request the request and expense Issuer to make such an election, in accordance with the provisions of any this Section 2.11 (the “Electing Shareholder”), to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the Isracann Shares by the Electing Shareholder who is resident to the Issuer in Canada consideration for the purposes issuance of the respective Issuer Consideration Shares contemplated by this Agreement. In order to make an election under subsection 85(1) of the Tax Act, the Purchaser shall jointly elect Electing Shareholder must provide to the Issuer, at the address set out in this Agreement within 90 days following the Closing Date, two signed copies of Canada Revenue Agency Form T2057 duly completed with the details of the respective number of Isracann Shares transferred by the Electing Shareholder and the applicable elected amount(s) for the provisions purposes of subsection 85(1the election. The elected amount specified in the election form must be an amount that is not less than the cost amount to the Electing Shareholder at the Closing Date of the Isracann Shares transferred by the Electing Shareholder, and not greater than the fair market value at the Closing Date of the Isracann Shares transferred by the Electing Shareholder. (b) The Electing Shareholder shall send the completed and signed election forms to the Issuer and notify the Issuer whether it wishes to file the election form or whether it appoints the Issuer to file the election form on its behalf. Subject to Section 2.11(c), upon receipt of the signed election forms from an Electing Shareholder, the Issuer shall: (2i) if the Electing Shareholder has notified the Issuer that it wishes to file the election form, sign the election form and shall deliver one copy back to the Electing Shareholder by mail within 10 days, upon receipt of which the Electing Shareholder shall file the completed and signed election form within the time period designated for doing so pursuant to the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and thereafter promptly deliver a copy of the Tax Election Form filed election form to the Issuer; or (ii) if the Electing Shareholder has notified the Issuer that it appoints the Issuer to file the election form on its behalf, sign the election form and file the completed and signed election form within the time period designated for doing so pursuant to the Tax Act. (c) If the Issuer receives an election form that the Issuer determines is not completed, is incorrectly completed, or if the Isracann Shareholders are not eligible to make an election under subsection 85(1) of the Tax Act, the Issuer will not sign the election form and shall deliver the unsigned form back to the Isracann Shareholder by mail using within 10 days with an explanation. If applicable, the address that Isracann Shareholder will have the Shareholder provided option of resubmitting the corrected election form for signature and delivery by the Issuer based on the terms above. Despite the Issuer’s right to the Purchaser refuse to sign an election form in the Tax Election Form within 30 days of receipt thereof. It foregoing circumstances, it shall be the sole responsibility of the Isracann Shareholder making to determine such Isracann Shareholder’s eligibility to make the request election under subsection 85(1) of the Tax Act, to complete the election form other than the signature of the Issuer, and, if the Electing Shareholder has notified the Issuer that it wishes to file the election form, to file the completed and signed election form within the time period designated for doing so pursuant to the Tax Election Form with Act, and the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser Issuer shall not be liable responsible for determining eligibility of the Isracann Shareholders to make the election, for the preparation of any damages arising to a Shareholder election form, for a late filing verifying the accuracy of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything the information contained in this Agreementany election form, or for filing any election form other than in circumstances where the Purchaser does not assume Electing Shareholder has notified the Issuer that it appoints the Issuer to file the election form on its behalf. If an Electing Shareholder who has completed and shall not be liable for any taxes filed an election under subsection 85(1) of the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders includingsubsequently wishes to amend the election, without limiting the generality of Issuer covenants and agrees to complete an amended election form for that purpose based on the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provisionterms above.

Tax Election. The parties covenant and agree to elect jointly under any applicable subsection of section 85 of the Tax Act (and any applicable provincial taxing legislation) in the prescribed form and within the prescribed time for purposes of the Tax Act (and such applicable provincial tax legislation) to make the purchase and sale of the Purchased Shares occur on a tax-deferred basis for Canadian federal and provincial tax purposes, and shall therein agree that the proceeds of disposition to each Shareholder of the Purchased Shares transferred by such Shareholder and the Purchaser’s cost of the Payment Shares for purposes of the Tax Act and any applicable provincial tax legislation (in each case, the “Elected Amount”) shall be determined by each selling Shareholder within the limitations set forth in the Tax Act, the regulations thereunder, and any applicable provincial tax legislation. The Purchaser agrees thatcovenants not to take any action or omit to take any action, as applicable, that would interfere with any Shareholder’s ability to make any election or other filing required under the Tax Act or any applicable provincial tax legislation in respect of the purchase and sale of the Purchased Shares or to otherwise interfere with such purchase and sale occurring on a tax- deferred basis. The Purchaser shall, at the request and expense of any Shareholder, execute in the exact form presented to the Purchaser, a Form T2057 prepared by such Shareholder who is resident in Canada (and any applicable provincial counterpart or applicable form) for the purposes purpose of making a joint election to have the Tax Act, the Purchaser shall jointly elect with the Shareholder for the applicable provisions of subsection 85(1) or (2) section 85 of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the purchase and sale of the Purchased Shares acquired sold by such Shareholder. The obligations of the Purchaser from hereunder extend to every form or other document provided by every Shareholder (irrespective of whether such document is being filed on a timely basis) that will allow for the purchase and sale of the Purchased Shares to occur on a tax-deferred basis for such Shareholder. In order to make any such election, the Each Shareholder shall prepare be solely responsible for filing the Form T2057 (or any prescribed election form (each a “Tax Election Form”other applicable document) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency (or relevant provincial Governmental Authorityany other taxing authority). The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form T2057 or any errors or omissions on a Tax Election FormForm T2057, except that the Purchaser shall be so liable and required to indemnify a Shareholder for any losses, costs, expenses and taxes (including interests and penalties) arising from a delay, error or omission as a result of the Purchaser’s failure to timely and accurately execute any document provided to the Purchaser by such Shareholder. Notwithstanding anything contained in this AgreementAgreement and except for the specific liability created by this Section 2.05 on the Purchaser, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation (or any other amount whatsoever applicable provincial taxing legislation) which may be or become payable by Shareholders any Shareholder including, without limiting the generality of the foregoing, any Tax taxes resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any the provisions of Section 85 of the Tax Election ProvisionAct, or the content or impact of any election made under section 85 of the Tax Act. In the event that the Canada Revenue Agency (or any applicable taxing authority) disputes any amount elected or relied upon by a Shareholder and/or the Purchaser, including the Elected Amount, or a Shareholder and the Purchaser determine among themselves some alternative amount or amounts upon which they wish to reasonably rely, such Shareholder and the Purchaser agree to amend any applicable election or document in accordance with the provisions of the Tax Election ProvisionAct, the regulations thereunder or any applicable provincial legislation so that the Elected Amount shall be the amount finally determined, whether by a court of competent jurisdiction or the Canada Revenue Agency or an applicable provincial tax authority (in either case, where no further right of appeal is available) or by a settlement approved by such Shareholder and the Canada Revenue Agency or applicable provincial tax authority or by such Shareholder and the Purchaser among themselves. All adjustments made under this Section 2.05 shall be made between a Shareholder and the Purchaser nunc pro tunc.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receiptreceipt of a form that appears to be a valid Tax Election Form, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereofdays. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.

Tax Election. The Purchaser agrees that, at the request and expense of any Shareholder who is resident in Canada for the purposes of the Tax Act, the Purchaser shall jointly elect with the Shareholder for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a “Tax Election Provision”) to apply to the Purchased Shares acquired by the Purchaser from the Shareholder. In order to make any such election, the Shareholder shall prepare any prescribed election form (each a “Tax Election Form”) and deliver any such Tax Election Form to the Purchaser within 90 days of the Closing Date. Upon receipt, the Purchaser shall sign the Tax Election Form and deliver a copy of the Tax Election Form to the Shareholder by mail using the address that the Shareholder provided to the Purchaser in the Tax Election Form within 30 days of receipt thereof. It shall be the sole responsibility of the Shareholder making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Authority. The Purchaser shall not be liable for any damages arising to a Shareholder for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form. The obligations of the Purchaser pursuant to this Section Error! Reference source not found. shall survive the Closing of the Transaction. Notwithstanding anything contained in this Agreement, the Purchaser does not assume and shall not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by Shareholders including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by Shareholders to the Purchaser of the Purchased Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision.