Common use of Canadian Taxes Clause in Contracts

Canadian Taxes. The Transferor represents and warrants to the Administrative Agent and each Funding Agent for the benefit of the Initial Purchasers and PARCO APA Banks that it has not assumed in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by either any Seller under the Receivables Purchase Agreement or the Transferor that such obligation was to be assumed by the Transferor. The parties hereto agree that neither the Administrative Agent, the Initial Purchasers nor the PARCO APA Banks are assuming the in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Initial Purchasers, the PARCO APA Banks, the Administrative Agent or any Funding Agent. The Transferor hereby indemnifies the Administrative Agent and each Funding Agent for the benefit of the Initial Purchasers and PARCO APA Banks and holds them harmless from and against any assessments, withholding taxes, claims, or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by the Transferor pursuant to this subsection shall be made solely from funds available to the Transferor which are not otherwise required to be applied to the payment of any amounts pursuant to this Agreement (other than to the Transferor), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Transferor to the extent that insufficient funds exist to make such payment. It is understood that all of the invoices in respect of the Receivables with Canadian Obligors of the Sellers under the Receivables Purchase Agreement will bear the GST registration number of such Seller.

Canadian Taxes. The Transferor represents and warrants to the Administrative Agent and each Funding Agent for the benefit of the Initial Committed Purchasers and PARCO APA Banks the CP Conduit Purchasers that it has not assumed in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by either any Seller under the Receivables Purchase Agreement or the Transferor that such obligation was to be assumed by the Transferor. The parties hereto agree that neither none of the Administrative Agent, the Initial Committed Purchasers nor or the PARCO APA Banks CP Conduit Purchasers are assuming the in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Initial Committed Purchasers, the PARCO APA BanksCP Conduit Purchasers, the Administrative Agent or any Funding Agent. The Transferor hereby indemnifies the Administrative Agent and each Funding Agent for the benefit of the Initial Committed Purchasers and PARCO APA Banks the CP Conduit Purchasers and holds them harmless from and against any assessments, withholding taxes, claims, or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by the Transferor pursuant to this subsection shall be made solely from funds available to the Transferor which are not otherwise required to be applied to the payment of any amounts pursuant to this Agreement (other than to the Transferor), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Transferor to the extent that insufficient funds exist to make such payment. It is understood that all of the invoices in respect of the Receivables with Canadian Obligors of the Sellers under the Receivables Purchase Agreement will bear the GST registration number of such Seller.

Canadian Taxes. The Transferor represents and warrants to the Administrative Agent and each Funding Agent for the benefit of the Initial Committed Purchasers and PARCO APA Banks the CP Conduit Purchasers that it has not assumed in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by either any Seller under the Receivables Purchase Agreement or the Transferor that such obligation was to be assumed by the Transferor. The parties hereto agree that neither none of the Administrative Agent, the Initial Committed Purchasers nor or the PARCO APA Banks CP Conduit Purchasers are assuming the in any manner whatsoever any obligation of the Sellers under the Receivables Purchase Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Initial Committed Purchasers, the PARCO APA BanksCP Conduit Purchasers, the Administrative Agent or any Funding Agent. The Transferor hereby indemnifies the Administrative Agent and each Funding Agent for the benefit of the Initial Committed Purchasers and PARCO APA Banks the CP Conduit RECEIVABLES TRANSFER AGREEMENT Purchasers and holds them harmless from and against any assessments, withholding taxes, claims, or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by the Transferor pursuant to this subsection shall be made solely from funds available to the Transferor which are not otherwise required to be applied to the payment of any amounts pursuant to this Agreement (other than to the Transferor), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Transferor to the extent that insufficient funds exist to make such payment. It is understood that all of the invoices in respect of the Receivables with Canadian Obligors of the Sellers under the Receivables Purchase Agreement will bear the GST registration number of such Seller.

Canadian Taxes. The Transferor Company represents and warrants to the Administrative Agent and each Funding Agent Trustee for the benefit of the Initial Purchasers and PARCO APA Banks Certificateholders that it has not assumed in any manner whatsoever any obligation of the Sellers under the Canadian Receivables Purchase Sale Agreement (i) to make collections and remittances in respect of any Canadian goods and services tax, any Canadian provincial sales tax or any other similar Canadian tax or (ii) to file any returns in respect of such taxes with Canadian tax authorities and that it was not contemplated by either neither any Seller under the Canadian Receivables Purchase Sale Agreement or nor the Transferor Company that such obligation was to be assumed by the TransferorCompany. The parties hereto agree that neither the Administrative Agent, the Initial Purchasers nor the PARCO APA Banks are assuming the Trust does not assume in any manner whatsoever any obligation of the Sellers under the Canadian Receivables Purchase Sale Agreement to collect such taxes, make such remittances and file such returns, and that it is not contemplated by the parties hereto that any such obligation is hereby assumed by the Initial Purchasers, Trust or the PARCO APA Banks, the Administrative Agent or any Funding AgentTrustee. The Transferor Company hereby indemnifies the Administrative Agent and each Funding Agent Trustee for the benefit of the Initial Purchasers and PARCO APA Banks Certificateholders and holds them it harmless from and against any assessments, withholding taxes, claims, claims or other demands for payment of such taxes by Canadian tax authorities, as well as interest and penalties; provided that any payments made by the Transferor Company pursuant to this subsection shall be made solely from funds available to the Transferor Company which are not otherwise required to be applied to the payment of any amounts pursuant to this Agreement any Pooling and Servicing Agreements (other than to the TransferorCompany), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Transferor Company to the extent that insufficient funds exist to make such payment. It is understood that all of the invoices in respect of the Receivables with Canadian Obligors of the Sellers under the Canadian Receivables Purchase Sale Agreement will bear the GST registration number of such Seller.