Canada Seller definition
Examples of Canada Seller in a sentence
The Company, or, with respect to any such asset constituting a Canada Transferred Asset, Canada Seller, has (or shall have at Closing following completion of the Pre-Closing Steps) good and valid title to, or otherwise have the right to use pursuant to a valid and enforceable lease or similar contractual arrangement, all of the tangible assets constituting Material Assets, free and clear of any Liens other than Permitted Liens.
Canada Seller shall apply for a clearance certificate issued by the Minister of Finance of Ontario under subsection 6(1) of the Retail Sales Tax (Ontario) and arrange to have the clearance certificate delivered to Canada Buyer on Closing.
Each of the Company and Canada Seller is duly qualified or licensed to do business and is in good standing (or the equivalent thereof, where such concept is recognized) in the jurisdictions in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have a Material Adverse Effect.
For services performed on Buyer’s premises in Canada, Seller must furnish, prior to payment, evidence of compliance with the Workplace Safety and Insurance Act, 1997 or other applicable workers’ compensation legislation and compliance with all other applicable laws and regulations.
Consistent with Buyer’s obligations and responsibilities under CTPAT, if Seller’s Items will be imported into the U.S. or Canada, Seller shall implement and maintain security measures that meet or exceed the CTPAT Program Minimum Security Criteria (MSC).
None of the assets of the Canada Seller constitutes a “cultural business” as that term is defined in Section 14.1(6) of the Investment Canada Act and none of the assets of the Canada Seller constitutes a business activity set out in Schedule IV to the Investment Canada Act Regulations.
Each of Seller, Canada Seller, and the Company is an entity duly organized, validly existing and in good standing (or the equivalent thereof, where such concept is recognized) under the laws of its jurisdiction of organization and has all requisite corporate, limited liability company or other entity power and authority to own, lease and operate its material properties and to carry on its businesses as presently conducted.
With respect to Seller’s existing accounts with Royal Bank of Canada, Seller shall, immediately following the Closing, cause signature authority to be removed from all persons other than Xxxx Xxxxxxxxxx and shall grant to Xxxx Xxxxxxxxxx (to the extent she does not already have such authority) and Xxxxx Xxxxxxxx signature authority on all such accounts.
The Canada Buyer and each Canada Seller shall file within the prescribed time the prescribed election form required to give effect to the foregoing.
In this regard, Canada Buyer and Canada Seller acknowledge that a portion of the Canada Transferred Assets transferred by Seller pursuant to this Agreement and having a value equal to the amount elected under subsection 20(24) of the Tax Act and the equivalent provincial provisions is being transferred by Seller as a payment for the assumption of such future obligations by Canada Buyer.