Non-Resident Seller definition
Examples of Non-Resident Seller in a sentence
Any interest or other income earned in connection with the Withheld Amount from Closing to the Remittance Date (net of any applicable Taxes) will be paid promptly by the Section 116 Escrow Agent to the Non-Resident Seller upon the release or remittance of the Withheld Amount.
The Sellers Representative shall deliver to the Purchaser evidence that such applications have been filed with the applicable Governmental Body and shall use commercially reasonable efforts to ensure that each Non-Resident Seller receives a Comfort Letter within the time required to enable the Sellers’ Representative to deliver the Comfort Letter to the Purchaser under Section 2.6(d).
If a Non-Resident Seller delivers a 116 Certificate to the Purchaser prior to the Closing Date and the certificate limit fixed by the 116 Certificate is equal to or exceeds the Non-Resident Seller’s Pro Rata Portion of the Purchase Price, then the Purchaser shall not withhold any amount from the Purchase Price in respect such Non-Resident Seller.
However, for purposes --------- of Section 9, the claim pursuant to this subparagraph shall be --------- considered a breach of a covenant under Section 9.2(b) only in respect -------------- of the Non-Resident Seller whose payment is the subject of the liability assessed against Purchaser; such claim shall not be subject to the limitation of Section 9.6(b).
Each Non-Resident Seller hereby represents and warrants that he shall comply with the provisions and requirements of section 116 of the ITA, and sections 1097 and following of the QTA.
Such Non-Resident Seller hereby covenants and agrees with Buyer to indemnify and save harmless Buyer from and against all Taxes (as hereinafter defined), including interest and penalties, which Buyer may suffer or incur as a result of the certificate limit, as defined in the Tax Act and in the Section 116 Certificate being less than the value of the Closing Shares to be issued and delivered to such Seller.
Upon delivery of such certificate, the Section 116 Escrow Agent shall release the Withheld Amount to the applicable Non-Resident Seller (plus any interest or other income earned thereon, net of any applicable Taxes), less the Tax Amount.
In case of such Non-Resident Sellers, the indemnity provisions of this Clause 10 and Schedule X shall apply solely in respect of any Tax Claim arising due to a mis-statement or misrepresentation by such Non-Resident Seller in the information provided by such Non-Resident Seller to Purchaser for purposes of determining the capital gains computation.
The foregoing remittance of the Withheld Amount to the IRS shall satisfy the Buyer’s payment obligation in respect of the corresponding portion of the Purchase Price payable to the Non-Resident Seller.
Any interest or o▇▇▇▇ ▇▇▇▇▇▇ ▇▇rned in respect of each Withheld Amount (net of any applicable Taxes) will accrue for the benefit of the applicable Non-Resident Seller.