Common use of Taxes and Withholdings Clause in Contracts

Taxes and Withholdings. (i) Each Restricted Party has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRS. (ii) Each Restricted Party has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.

Taxes and Withholdings. (ia) Each Restricted Party has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRSGAAP, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS GAAP and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRSGAAP. (iib) Each Restricted Party has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.

Taxes and Withholdings. (i) Each Restricted Party Obligor has (iA) in all material respects duly filed on a timely basis all material income tax returns and all other material tax returns, elections in respect of Taxes and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS, GAAP and (iiB) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except GAAP. Except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its the Borrower’s knowledge, threatened, against it any Obligor in respect of Taxes that would have result in a Material Adverse Effect Change or that would be required to be reflected in the financial statements of the Restricted Party Borrower in accordance with IFRSGAAP. (ii) Each Restricted Party Obligor has (iA) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax Governmental Authority or other receiving officers within the time required under any Applicable Laws, Laws and (iiB) collected and remitted to the appropriate tax authority Governmental Authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.

Taxes and Withholdings. (ia) Each Restricted Party It has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it in accordance with Applicable Laws and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by itit in accordance with Applicable Laws before becoming delinquent and penalties attaching thereto, except for such those Taxes as which are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves have been made on its books provided in accordance with IFRSGAAP and no notice of Lien has been recorded or filed, and (ii) made adequate provision provisions or reserves for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS filed and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of material Taxes that would have (it being agreed that, for purposes of this Section 6.1.14(a), the amount of a Material Adverse Effect Tax is material if it equals or that would be required to be reflected exceeds $20,000,000 or the equivalent thereof in the financial statements of the Restricted Party in accordance with IFRSanother currency). (iib) Each Restricted Party It has (i) deducted or withheld from each payment made any amount paid or credited, or deemed to be paid or credited, by it to or for the account or benefit of any of its Person, including past or present employees, officers or officers, directors, and to any non-resident Person of the country in which it is residenteach Obligor resides, the amount of all material Taxes and other deductions material amounts required to be deducted or withheld therefrom under Applicable Laws and has paid the same to the proper tax or other receiving officers authority within the time required under any Applicable Laws, ; and (ii) collected and remitted to the appropriate tax authority when required by in accordance with Applicable Law to do so Laws all material amounts collectible and remittable in respect of goods and services tax and Tax, harmonized sales Tax, value-added Taxes or similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and Tax, harmonized sales Tax, value-added taxesTaxes or any other sales Taxes or similar Taxes (it being agreed that, for purposes of this Section 6.1.14(b), the amount of a Tax is material if it equals or exceeds $20,000,000 or the equivalent thereof in another currency).

Taxes and Withholdings. (ia) Each Restricted Party It has (i) duly correctly and completely filed on a timely basis all material income tax returns and all other material tax Material returns, elections and reports required to be filed by it and regarding its Taxes under Applicable Laws. It has paid, collected and remitted paid all material Material Taxes due and payable, collectible or remittable payable by it, except for such Taxes as unless they are being contested diligently, in good faith and by appropriate proceedings, it has made adequate provisions or reserves for which adequate payment of the contested amount and it has provided evidence of the provisions or reserves have been made on its books in accordance with IFRS, and (ii) for the contested amount that the Agent requires. It has made adequate provision for material Material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except as disclosed in writing . It is not subject to the Agent from time any audit by any Governmental Authority relating to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRSTaxes. (iib) Each Restricted Party It has (i) deducted or withheld from each payment made any amount paid or credited, or deemed to be paid or credited, by it to or for the account or benefit of any of its Person, including past or present employees, officers or directors, directors and to any non-resident of the country in which it is resident, the amount of all material Material Taxes and other deductions amounts required to be deducted or withheld therefrom and from those payments under Applicable Laws, has paid remitted the same amounts deducted or withheld to the proper tax or other receiving officers authorities within the time required under any Applicable Laws, Law and has correctly and completely filed on a timely basis all Material returns and reports required to be filed by it regarding amounts deducted or withheld. (iic) It has collected and remitted to the appropriate tax authority when in accordance with Applicable Laws all Material amounts required by Applicable Law to do so all material amounts collectible be collected and remittable remitted in respect of sales tax, goods and services tax and similar provincial or state Taxes, and has paid correctly and completely filed on a timely basis all such material amounts payable Material returns and Material reports required to be filed by it on account of sales Taxes including goods and services and value-added taxesregarding amounts collected.

Taxes and Withholdings. (i) Each Restricted Party has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRS. (ii) Each Restricted Party has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-value- added taxes.

Taxes and Withholdings. (ia) Each Restricted Party It has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except Taxes for such Taxes as are which instalments have been paid based on reasonable estimates pending final assessments, or the validity of which is being contested by it diligently and in good faith by appropriate proceedings and for the payment of which adequate reserves have has been made on its books in accordance with IFRSsecured by such arrangements (including Collateral) as the Lenders may require, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS filed and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of material Taxes, and (iii) collected and remitted to the appropriate tax authority when required by law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes that would including goods and services and value-added taxes, except in each case Taxes for which instalments have been paid based on reasonable estimates pending final assessments, or the validity of which is being contested by it diligently and in good faith by appropriate proceedings and the payment of which has been secured by such arrangements (including Collateral) as the Lenders may require (it being agreed that, for purposes of this paragraph, the amount of a Material Adverse Effect Tax is material if it equals or that would be required to be reflected exceeds Cdn. $10,000,000 or the equivalent thereof in the financial statements of the Restricted Party in accordance with IFRSanother currency). (iib) Each Restricted Party It has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper appropriate tax or other receiving officers authority within the time required under any Applicable Lawsapplicable legislation (it being agreed that, and (ii) collected and remitted to for purposes of this paragraph, the appropriate tax authority when required by Applicable Law to do so all amount of a Tax is material amounts collectible and remittable if it equals or exceeds Cdn. $2,000,000 or the equivalent thereof in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxesanother currency).

Taxes and Withholdings. (ia) Each Restricted Party It has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it in accordance with Applicable Laws and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by itit in accordance with Applicable Laws before becoming delinquent and penalties attaching thereto, except for such those Taxes as which are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves have been made on its books provided in accordance with IFRSGAAP and no notice of Lien has been recorded or filed, and (ii) made adequate provision provisions or reserves for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS filed and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of material Taxes that would have (it being agreed that, for purposes of this Section 6.1.14(a), the amount of a Material Adverse Effect Tax is material if it equals or that would be required to be reflected exceeds $20,000,00050,000,000 or the equivalent thereof in the financial statements of the Restricted Party in accordance with IFRSanother currency). (iib) Each Restricted Party It has (i) deducted or withheld from each payment made any amount paid or credited, or deemed to be paid or credited, by it to or for the account or benefit of any of its Person, including past or present employees, officers or officers, directors, and to any non-resident Person of the country in which it is residenteach Obligor resides, the amount of all material Taxes and other deductions material amounts required to be deducted or withheld therefrom under Applicable Laws and has paid the same to the proper tax or other receiving officers authority within the time required under any Applicable Laws, ; and (ii) collected and remitted to the appropriate tax authority when required by in accordance with Applicable Law to do so Laws all material amounts collectible and remittable in respect of goods and services tax and Tax, harmonized sales Tax, value-added Taxes or similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and Tax, harmonized sales Tax, value-added taxesTaxes or any other sales Taxes or similar Taxes (it being agreed that, for purposes of this Section 6.1.14(b), the amount of a Tax is material if it equals or exceeds $20,000,00050,000,000 or the equivalent thereof in another currency).

Taxes and Withholdings. (ia) Each Restricted Party It has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it under Applicable Law and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by itit under Applicable Law, except for such Taxes as are unless being contested in good faith by appropriate proceedings and for which adequate reserves have been made on its books in accordance with IFRS, set aside; and (ii) made adequate provision for material Taxes payable by it under Applicable Law for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS filed and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of material Taxes that would have (it being agreed that, for purposes of this paragraph, the amount of a Material Adverse Effect Tax is material if it equals or that would be required to be reflected exceeds Cdn. $500,000 or the equivalent thereof in the financial statements of the Restricted Party in accordance with IFRSanother currency). (iib) Each Restricted Party It has (i) withheld from each payment made to any of its past or present employees, officers or officers, directors, trustees, agents and/or beneficiaries, as the case may be, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required under Applicable Law to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Lawsapplicable legislation, unless being contested in good faith by appropriate proceedings and in respect of which adequate reserves have been established and set aside; and (ii) collected and remitted to the appropriate tax authority when required by under Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it under Applicable Law on account of sales Taxes including goods and services and value-added taxestaxes (it being agreed that, for purposes of this paragraph, the amount of a Tax is material if it equals or exceeds Cdn. $500,000 or the equivalent thereof in another currency).

Taxes and Withholdings. (ia) Each Restricted Party Obligor has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRSGAAP, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS GAAP and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party Obligor in accordance with IFRSGAAP. (iib) Each Restricted Party Obligor has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.

Taxes and Withholdings. (i) Each Restricted Party Obligor has (iA) in all material respects duly filed on a timely basis all material income tax returns and all other material tax returns, elections in respect of Taxes and reports required by Applicable Law to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS, GAAP and (iiB) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except GAAP. Except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its the Borrower’s knowledge, threatenedthreatened (in writing), against it any Obligor in respect of Taxes that would have reasonably be expected to result in a Material Adverse Effect Change or that would be required to be reflected in the financial statements of the Restricted Party Borrower in accordance with IFRSGAAP. (ii) Each Restricted Party Obligor has (iA) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, or accrued for, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers Governmental Authority within the time required under any Applicable Laws, Laws and (iiB) collected and remitted to the appropriate tax authority Governmental Authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.

Taxes and Withholdings. (ia) Each Restricted Party has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRSGAAP, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS GAAP and, except as disclosed in writing to the Agent Lender from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRSGAAP. (iib) Each Restricted Party has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.

Taxes and Withholdings. (ia) Each Restricted Party Except as disclosed in its audited financial statements for its fiscal year ended 31 December 2011, it has (i) duly correctly and completely filed on a timely basis all material income tax returns and all other material tax Material returns, elections and reports required to be filed by it and regarding its Taxes. It has paid, collected and remitted paid all material Material Taxes due and payable, collectible or remittable payable by it, except for such Taxes as unless they are being contested diligently, in good faith and for which adequate reserves have been made on its books in accordance with IFRSby appropriate proceedings, and (ii) it has made adequate provision for material payment of the contested amount and it has provided evidence of the provision for the contested amount that the Agent reasonably requires. It has made adequate provision for Material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except as disclosed in writing . It is has not received notice of any audit by any Governmental Authority relating to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRSTaxes. (iib) Each Restricted Party It has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is residentresident and to any other Person, the amount of all material Material Taxes and other deductions required to be withheld therefrom and from those payments, has paid remitted the same amounts withheld to the proper tax or other receiving officers within the time required under any Applicable Laws, Law and has correctly and completely filed on a timely basis all Material returns and reports required to be filed by it regarding amounts withheld. (iic) It has collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material Material amounts collectible required to be collected and remittable remitted in respect of sales tax, goods and services tax and similar provincial or state Taxes, and has paid correctly and completely filed on a timely basis all such material amounts payable Material returns and Material reports required to be filed by it on account of sales Taxes including goods and services and value-added taxesregarding amounts collected.

Taxes and Withholdings. (ia) Each Restricted Party The Borrower and each of its Subsidiaries has (i) duly filed on a timely basis all material income tax Tax returns and all other material tax Tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax Tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party Borrower and its Subsidiaries in accordance with IFRS. (iib) Each Restricted Party The Borrower and each of its Subsidiaries has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax Tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax Tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax Tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxesTaxes.

Taxes and Withholdings. (ia) Each Restricted Party It has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, -71- collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS filed and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of material Taxes that would have (it being agreed that, for purposes of this clause, the amount of a Material Adverse Effect Tax is material if it equals or that would be required to be reflected exceeds Cdn. $500,000 or the equivalent thereof in the financial statements of the Restricted Party in accordance with IFRSanother currency). (iib) Each Restricted Party It has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Lawsapplicable legislation, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxestaxes (it being agreed that, for purposes of this clause, the amount of a Tax is material if it equals or exceeds Cdn. $500,000 or the equivalent thereof in another currency).

Taxes and Withholdings. (i) Each Restricted Party has (i) duly filed on a timely basis all material income tax returns and all other material tax returns, elections and reports required to be filed by it and has paid, collected and remitted all material Taxes due and payable, collectible or remittable by it, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRSGAAP, and (ii) made adequate provision for material Taxes payable by it for the current period and any previous period for which tax returns are not yet required to be filed, except for such Taxes as are being contested in good faith and for which adequate reserves have been made on its books in accordance with IFRS GAAP and, except as disclosed in writing to the Agent from time to time, there are no actions, proceedings or claims pending or, to its knowledge, threatened, against it in respect of Taxes that would have a Material Adverse Effect or that would be required to be reflected in the financial statements of the Restricted Party in accordance with IFRSGAAP. (ii) Each Restricted Party has (i) withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Laws, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar provincial or state Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes.