Common use of Taxes and Governmental Charges Clause in Contracts

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCF; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Material Adverse Effect. (b) The BCF Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCF, or their property or rights, arising out of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF there are no pending requests for any such waivers, extensions, or comparable consents. BCF has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCF, contemplated against BCF in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCF, and BCF is not aware of any such investigation, audit or visit planned for the next twelve months.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF each of CryptoGlobal and the CryptoGlobal Subsidiaries has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF CryptoGlobal Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFCryptoGlobal; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF CryptoGlobal Material Adverse Effect. (b) The BCF CryptoGlobal Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCFCryptoGlobal and the CryptoGlobal Subsidiaries, or their property or rights, arising out of operations on or before September 30October 31, 2017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF CryptoGlobal or any of the CryptoGlobal Subsidiaries by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF CryptoGlobal or any of the CryptoGlobal Subsidiaries is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF CryptoGlobal or any of the CryptoGlobal Subsidiaries (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF CryptoGlobal there are no pending requests for any such waivers, extensions, or comparable consents. BCF CryptoGlobal has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF CryptoGlobal Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFCryptoGlobal, contemplated against BCF CryptoGlobal or the CryptoGlobal Subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF Neither CryptoGlobal nor any of the CryptoGlobal Subsidiaries has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFCryptoGlobal, and BCF CryptoGlobal is not aware of any such investigation, audit or visit planned for the next twelve months. (g) In this Section 3.21, references to CryptoGlobal include references to every predecessor of CryptoGlobal and a reference to a CryptoGlobal Subsidiary includes a reference to every predecessor of the CryptoGlobal Subsidiary.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF each of Blueberries and Blueberries SAS has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Blueberries Material Adverse Effect), and all such Tax returns Returns and reports are true, correct, correct and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BCFBlueberries; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Blueberries Material Adverse Effect. (b) The BCF Blueberries Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCFBlueberries and Blueberries SAS, or their property or rights, arising out of operations on or before September 30, 20172018, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF Blueberries or Blueberries SAS by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF Blueberries or Blueberries SAS is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF Blueberries or Blueberries SAS (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF Blueberries, there are no pending requests for any such waivers, extensions, extensions or comparable consents. BCF Blueberries has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Blueberries Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFBlueberries, contemplated against BCF Blueberries or Blueberries SAS in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF Neither Blueberries nor Blueberries SAS has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFBlueberries, and BCF Blueberries is not aware of any such investigation, audit or visit planned for the next twelve 12 months. (g) In this Section 3.28, references to Blueberries include references to every predecessor of Blueberries and a reference to Blueberries SAS includes a reference to every predecessor of Blueberries SAS.

Taxes and Governmental Charges. (a) Other than as set out in Section 4.24(a) of the Company Disclosure Letter, As of the date of this Agreement, BCF has:the Company has (with respect to it and its subsidiaries): (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Material Adverse Effect), ) and all such Tax returns and reports Returns are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BCFthe Company; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Entity; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Material Adverse Effect. (b) The BCF Company Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on BCFthe Company and its subsidiaries, or its or their property or rights, arising out of operations on or before September 30, 2017the date of the Company Financial Statements, regardless of whether such amounts are payable before or after the Effective Date. (c) Neither the Company nor any of its subsidiaries has an obligation to file an information return with respect to a “reportable uncertain tax treatment” pursuant to the proposed legislative proposals in respect of new section 237.5 of the Tax Act released on August 9, 2022 if such draft legislation were in force. (d) No deficiency in payment of any Taxes for any period has been asserted against BCF the Company or any of its subsidiaries by any Governmental Authority Entity and remains unsettled at the date hereof. (de) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF the Company (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF the Company, there are no pending requests for any such waivers, extensions, or comparable consents. BCF The Company has not received a ruling from any Governmental Authority Entity or signed an agreement with any Governmental Authority Entity that could reasonably be expected to have a BCF Material Adverse Effect. (ef) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFthe Company, contemplated against BCF the Company or any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority Entity relating to any Taxes. (fg) BCF Neither the Company nor any of its subsidiaries has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority Entity relating to Tax which has been notified to BCFthe Company, and BCF the Company is not aware of any such investigation, audit or visit planned for the next twelve 12 months. (h) No Lien for Taxes has been filed or exists with respect to any assets or properties of the Company or any of its subsidiaries other than for Taxes not yet due and payable or Liens for Taxes that are being contested in good faith by appropriate proceedings. (i) The Company and each of its subsidiaries has duly and timely withheld or collected amounts required to be withheld or collected by it on account of Taxes and has duly and timely remitted all such Taxes or other amounts to the appropriate Governmental Entity when required by Law to do so. (j) For any transactions between the Company or its subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Company or its subsidiaries was not dealing at arm’s length for purposes of the Tax Act, the Company or its subsidiaries has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation). (k) No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Company or its subsidiaries being subject to the application of Section 159 or Section 160 of the Tax Act (or comparable provisions of any other applicable legislation). (l) None of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) have applied to the Company or its subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) to the Company or its subsidiaries. (m) The Company Shares are listed on a “designated stock exchange”, as that term is defined in section 248(1) of the Tax Act. (n) The Company is a “public corporation”, as that term is defined in subsection 89(1) of the Tax Act. (o) The Company does not have any knowledge of any fact or circumstance that would prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF Tiller has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF an Tiller Material Adverse Effect), and all such Tax returns Returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFTiller; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF an Tiller Material Adverse Effect. (b) The BCF Tiller Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCFTiller, or their its property or rights, arising out of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF Tiller by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF Tiller is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF Tiller (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF Tiller there are no pending requests for any such waivers, extensions, or comparable consents. BCF Tiller has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF an Tiller Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFTiller, contemplated against BCF Tiller in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF Tiller has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFTiller, and BCF Tiller is not aware of any such investigation, audit or visit planned for the next twelve months.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF CDNM has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF an CDNM Material Adverse Effect), and all such Tax returns Returns and reports are true, correct, correct and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFCDNM; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF an CDNM Material Adverse Effect. (b) The BCF CDNM Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCFCDNM, or their its property or rights, arising out of operations on or before September 30, 20172018, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF CDNM by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF CDNM is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, extensions or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF CDNM (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF CDNM, there are no pending requests for any such waivers, extensions, or comparable consents. BCF CDNM has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF an CDNM Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFCDNM, contemplated against BCF CDNM in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF CDNM has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFCDNM, and BCF CDNM is not aware of any such investigation, audit or visit planned for the next twelve months.

Taxes and Governmental Charges. (a) As Each of the date of this Agreement, BCF hasRambler and its Subsidiaries have: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Rambler Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BCFRambler; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Rambler Material Adverse Effect. (b) The BCF Rambler Audited Financial Statements contain adequate provision reflect a reserve in accordance with IFRS for all Taxes, assessments Taxes payable by Rambler and levies imposed on BCF, or their property or rights, arising out its Subsidiaries for all taxable periods and portions thereof through the date of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Datefinancial statements. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes has been proposed, asserted or Tax Returns that have been given assessed in writing against Rambler or made by BCF (including the time for filing any of Tax Returns or paying Taxes). To the knowledge of BCF its Subsidiaries, there are no pending requests for any such waivers, extensions, or comparable consents. BCF has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits investigations or claims now pending or threatened or, to the knowledge of BCFRambler, contemplated threatened against BCF Rambler or any of its Subsidiaries in respect of Taxes or any Taxes and there are no matters under discussion with any Governmental Authority relating to Taxes, in each case which are likely to have a Rambler Material Adverse Effect, and no waivers or written requests for waivers of the time to assess any Taxessuch Taxes are outstanding or pending. (fd) BCF has not been subject to None of Rambler or any of its Subsidiaries is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFRambler or any of its Subsidiaries, and BCF Rambler is not aware of any such investigation, audit or visit planned for the next twelve 12 months.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF hasCardinal has and has caused each of the Cardinal Subsidiaries to have: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF an Cardinal Material Adverse Effect), and all such Tax returns Returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFCardinal; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF an Cardinal Material Adverse Effect. (b) The BCF Cardinal Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCFCardinal and each of the Cardinal Subsidiaries, or their its property or rights, arising out of operations on or before September 30December 31, 20172019, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF Cardinal or any Cardinal Subsidiary by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF Cardinal or any Cardinal Subsidiary is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF Cardinal or any Cardinal Subsidiary (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF Cardinal there are no pending requests for any such waivers, extensions, or comparable consents. BCF Cardinal has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Cardinal Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFCardinal, contemplated against BCF Cardinal or any Cardinal Subsidiary in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF None of Cardinal or any Cardinal Subsidiary has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFCardinal or any Cardinal Xxxxxxxxxx, and BCF none of Cardinal or any Cardinal Subsidiary is not aware of any such investigation, audit or visit planned for the next twelve months. In this Section 4.17, references to Cardinal include references to every predecessor of Cardinal and a reference to a Cardinal Subsidiary includes a reference to every predecessor of the Cardinal Subsidiary.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF MindHealth has, and has caused MindHealth Lesotho to have: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF MindHealth Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFMindHealth; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF MindHealth Material Adverse Effect. (b) The BCF MindHealth Financial Statements contain contain, or will contain, adequate provision for all Taxes, assessments and levies imposed on BCFMindHealth, or their property or rights, arising out of operations on or before September 30August 31, 20172020, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF MindHealth by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF MindHealth or MindHealth Lesotho is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF MindHealth or MindHealth Lesotho (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF MindHealth, there are no pending requests for any such waivers, extensions, or comparable consents. BCF Neither MindHealth not MindHealth Lesotho has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF MindHealth Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFMindHealth, contemplated against BCF MindHealth or MindHealth Lesotho in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF has not been subject . In this Section 3.17, references to or is currently subject MindHealth include references to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFevery predecessor of MindHealth, and BCF is not aware a reference to MindHealth Lesotho includes a reference to every predecessor of any such investigation, audit or visit planned for the next twelve monthsMindHealth Lesotho.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF has:the Company has (with respect to it and its subsidiaries): (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Company Material Adverse Effect), ) and all such Tax returns and reports Returns are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BCFthe Company; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Company Material Adverse Effect. (b) The BCF Company Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on BCFthe Company and its subsidiaries, or its or their property or rights, arising out of operations on or before September June 30, 20172021, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF the Company or any of its subsidiaries by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF the Company (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF the Company there are no pending requests for any such waivers, extensions, or comparable consents. BCF The Company has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Company Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFthe Company, contemplated against BCF the Company or any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF Neither the Company nor any of its subsidiaries has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFthe Company, and BCF the Company is not aware of any such investigation, audit or visit planned for the next twelve 12 months.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF Thundermin has: (ia) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in all material respects; (iib) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BCFThundermin; (iiic) duly and correctly reported all income and other amounts required to be reported; (ivd) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (ve) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Material Adverse Effect. (bf) The BCF Thundermin Audited Financial Statements contain adequate provision reflect a reserve in accordance with IFRS for all Taxes, assessments Taxes payable by Thundermin for all taxable periods and levies imposed on BCF, or their property or rights, arising out portions thereof through the date of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Datefinancial statements. (cg) No deficiency in payment of any Taxes for any period has been asserted against BCF by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes has been proposed, asserted or Tax Returns that have been given or made by BCF (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF assessed in writing against Thundermin, there are no pending requests for any such waivers, extensions, or comparable consents. BCF has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits investigations or claims now pending or threatened or, to the knowledge of BCFThundermin, contemplated threatened against BCF Thundermin in respect of Taxes or any Taxes and there are no matters under discussion with any Governmental Authority relating to Taxes, and no waivers or written requests for waivers of the time to assess any Taxessuch Taxes are outstanding or pending. (fh) BCF has Thundermin is not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFThundermin, and BCF Thundermin is not aware of any such investigation, audit or visit planned for the next twelve 12 months.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF the Purchaser (with respect to it and its subsidiaries) has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Purchaser Material Adverse Effect), and all such Tax returns and reports Returns are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFthe Purchaser; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Purchaser Material Adverse Effect. (b) The BCF Purchaser Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on BCFthe Purchaser and its subsidiaries, or its or their property or rights, arising out of operations on or before September 30, 20172021, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF the Purchaser or any of its subsidiaries by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF the Purchaser (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF the Purchaser there are no pending requests for any such waivers, extensions, or comparable consents. BCF The Purchaser has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Purchaser Material Adverse Effect. (e) There Other than as set out in Section 5.24(e) of the Purchaser Disclosure Letter, there are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFthe Purchaser, contemplated against BCF the Purchaser or any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF Other than as set out in Section 5.24(e) of the Purchaser Disclosure Letter, the Purchaser has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFthe Purchaser, and BCF the Purchaser is not aware of any such investigation, audit or visit planned for the next twelve months.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF the Acquiror (with respect to it and its subsidiaries) has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Material Adverse Effect), and all such Tax returns and reports Returns are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records are available for inspection at the head office of BCFthe Acquiror; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authorityGovernmental Entity; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF Material Adverse Effect. (b) The BCF Acquiror Financial Statements contain adequate provision for all Taxes, assessments and levies Taxes imposed on BCFthe Acquiror and its subsidiaries, or its or their property or rights, arising out of operations on or before September 30, 2017the date of the last audited Acquiror Financial Statements, regardless of whether such amounts are payable before or after the Effective Date. (c) Neither the Acquiror nor any of its subsidiaries has an obligation to file an information return with respect to a “reportable uncertain tax treatment” pursuant to the proposed legislative proposals in respect of new section 237.5 of the Tax Act released on August 9, 2022 if such draft legislation were in force. (d) No deficiency in payment of any Taxes for any period has been asserted against BCF the Acquiror or any of its subsidiaries by any Governmental Authority Entity and remains unsettled at the date hereof. (de) No Tax Return of BCF is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF the Acquiror (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF the Acquiror there are no pending requests for any such waivers, extensions, or comparable consents. BCF The Acquiror has not received a ruling from any Governmental Authority Entity or signed an agreement with any Governmental Authority Entity that could reasonably be expected to have a BCF Material Adverse Effect. (ef) There Other than as set out in Section 5.25(f) of the Acquiror Disclosure Letter, there are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFthe Acquiror, contemplated against BCF the Acquiror or any of its subsidiaries in respect of any Taxes and there are no matters under discussion with any Governmental Authority Entity relating to any Taxes. (fg) BCF Other than as set out in Section 5.25(g) of the Acquiror Disclosure Letter, the Acquiror has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority Entity relating to Tax which has been notified to BCFthe Acquiror, and BCF the Acquiror is not aware of any such investigation, audit or visit planned for the next twelve 12 months. (h) No Lien for Taxes has been filed or exists with respect to any assets or properties of the Acquiror or any of its subsidiaries other than for Taxes not yet due and payable or Liens for Taxes that are being contested in good faith by appropriate proceedings. (i) The Acquiror and each of its subsidiaries has duly and timely withheld or collected amounts required to be withheld or collected by it on account of Taxes and has duly and timely remitted all such Taxes or other amounts to the appropriate Governmental Entity when required by Law to do so. (j) For any transactions between the Acquiror or its subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Acquiror or its subsidiaries was not dealing at arm’s length for purposes of the Tax Act, the Acquiror or its subsidiaries has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation). (k) No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Acquiror or its subsidiaries being subject to the application of Section 159 or Section 160 of the Tax Act (or comparable provisions of any other applicable legislation). (l) None of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) have applied to the Acquiror or its subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of Sections 78 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable legislation) to the Acquiror or its subsidiaries. (m) The Acquiror Shares are listed on a “designated stock exchange”, as that term is defined in section 248(1) of the Tax Act. (n) The Acquiror is a “public corporation”, as that term is defined in subsection 89(1) of the Tax Act. (o) The Acquiror does not have any knowledge of any fact or circumstance that would prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment, including, but not limited to, knowledge that the Acquiror, either directly or indirectly through an affiliate or subsidiary, owns or owned any Company Shares.

Taxes and Governmental Charges. (a) As of the date of this Agreement, BCF Apolo has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF an Apolo Material Adverse Effect), and all such Tax returns Returns and reports are true, correct, and complete in all material respects; (ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCFApolo; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a BCF an Apolo Material Adverse Effect. (b) The BCF Apolo Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCFApolo, or their its property or rights, arising out of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any Taxes for any period has been asserted against BCF Apolo by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of BCF Apolo is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF Apolo (including the time for filing of Tax Returns or paying Taxes). To the knowledge of BCF Apolo there are no pending requests for any such waivers, extensions, or comparable consents. BCF Apolo has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF an Apolo Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of BCFApolo, contemplated against BCF Apolo in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) BCF Apolo has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCFApolo, and BCF Apolo is not aware of any such investigation, audit or visit planned for the next twelve months.