Common use of Election Forms Clause in Contracts

Election Forms. (1) The Vendor hereby represents and warrants to the Purchaser that: (a) the Vendor is a GST registrant for the purposes of the Excise Tax Act (Canada); (b) the Purchased Assets comprise all or substantially all of the property used in the Business; and (c) the Business is a "commercial activity" within the meaning of the Excise Tax Act (Canada). (2) The Purchaser hereby represents and warrants to the Vendor that it is, or will as of the Closing Date be, a GST registrant for the purposes of the Excise Tax Act (Canada). (3) The Vendor and the Purchaser shall jointly elect under section 167(1) of the Excise Tax Act (Canada) that no tax be payable with respect to the purchase and sale of the Purchased Assets and the Purchaser shall complete and file such election in compliance with the requirements of the Excise Tax Act (Canada). The Purchaser shall file such election in prescribed form and within the time limits contained in the Excise Tax Act (Canada) with the appropriate Government Authority. Any GST incurred in connection with the transactions contemplated by this Agreement, including, for greater certainty, where an election pursuant to section 167 of the Excise Tax Act (Canada) is not or cannot be validly made in respect of the Purchased Assets, shall be borne by the Purchaser and shall be paid to Vendor upon request therefor, including any applicable interest or penalties. (4) The Vendor and the Purchaser will jointly execute, and each of them will file promptly following the Closing Date, an election under section 22 of the Income Tax Act (Canada) with respect to the transfer of the Accounts Receivable. (5) The Vendor and the Purchaser shall execute and file a joint election under subsection 20(24) of the Income Tax Act (Canada) and the corresponding provisions of any other applicable taxing statute or regulation, within the prescribed time periods in order to allow the Vendor to deduct from income, the amount of customer deposits, and allowing the Purchaser to include in its income, the amount of such customer deposits in respect of the assumption of any future obligations to supply goods or perform services for which the Vendor has included amounts in its taxable income under paragraph 12(1)(a) of the Income Tax Act (Canada).