GST and QST. The Tenant shall pay the goods and services tax (GST), the Québec sales tax (QST) and all other applicable taxes on all amounts payable hereunder, as applicable. In the event the Tenant fails to pay any applicable GST, QST or any other applicable tax, the Landlord shall have all the same rights and remedies in respect of recovery of same as those available to recover the Rent payable under the Lease.
GST and QST. The Vendor is duly registered under the ETA with respect to the GST under registration number 104857040 and under the QSTA with respect to the QST under registration number 1000202106 TQ 0001.
GST and QST. The Assets constitute all or substantially all of the property that can reasonably be regarded as being necessary for the Purchaser to be capable of carrying on the Business. The Vendor is a goods and services tax “registrant” under Part IX of the Excise Tax Act (Canada) and its GST registration number is 12975 0816 RT0001. The Vendor is a Quebec sales tax “registrant” pursuant to the Act respecting the Quebec sales tax and its QST registration number is 1013231253 TQ0001.
GST and QST. The Purchaser is a goods and services tax “registrant” under Part IX of the Excise Tax Act (Canada) and its GST registration number is 853133593 RT0001. The Purchaser is a Quebec sales tax “registrant” pursuant to the Act respecting the Quebec sales tax and its QST registration number is 1013028282 TQ0001.
GST and QST. If the Seller and the Purchaser, acting reasonably, determine that any payment made in respect of a claim for indemnification pursuant to this Section 5.04 (in this Section, a "Loss Payment") is subject to GST or is deemed by section 182 (or any other provision) of the Excise Tax Act (Canada) to be inclusive of GST or subject to QST, to the extent the GST or QST, as the case may be, is not recovered or recoverable, the Indemnitor agrees to pay to the Indemnitee, GST or QST, as the case may be, in addition to the Loss Payment. If the Loss Payment is deemed by section 182 (or any other provision) of the Excise Tax Act (Canada) to be inclusive of GST or deemed to be inclusive of QST the Indemnitor agrees to disclose to the Indemnitee the amount of GST or QST, as the case may, included in the Loss Payment.
GST and QST. The Seller is registered for GST and QST purposes and its registration numbers for such purposes are 873008189 RT 0010 and 1020908293, respectively. EXHIBIT C REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
GST and QST. The Purchaser is registered for GST and QST purposes and its registration numbers for such purposes are 869583906 and 1205283150, respectively. To the extent any Acquiring Entity's purchase of any Purchased Assets is subject of GST or QST, the Acquiring Entity shall be registered for GST and QST, respectively, and its registration numbers therefor shall be as set forth on a certificate to be delivered at Closing by the Purchaser pursuant to Section 6.02(a).
GST and QST. Ergon shall (or shall procure that the relevant other Business Sellers shall) and the Purchaser shall (or shall procure that the relevant other Business Purchasers shall), on Back to Contents or before Completion, jointly execute an election, in the Agreed Terms to elect that each of subsection 167(1) of the Excise Tax Act (Canada) and section 75 of the Act respecting the Québec Sales Tax shall apply to the sale and purchase of the Business Assets under this Agreement pertaining to the Canadian Business so that no tax is payable in respect of such sale and purchase under Part IX of the Excise Tax Act (Canada) and Part I of the Act respecting the Québec Sales Tax. The Purchaser shall file such election with the Ministère du Revenu du Québec within the time prescribed by the Excise Tax Act (Canada). Notwithstanding such election, in the event that it is determined by the Canada Revenue Agency and the Ministère du Revenu du Québec, as the case may be, that there is a liability of the Purchaser to pay, or of Ergon to collect and remit, the GST and QST on all or part of the Business Assets, such GST and QST shall forthwith be paid by the Purchaser to the Canada Revenue Agency or the Ministère du Revenu du Québec, or to Ergon, as the case may be, and the Purchaser shall (or shall procure that the relevant Purchasing Company shall) indemnify Ergon (for itself and as trustee for each other member of the ICI Group), against all Losses in connection with the imposition of such GST and QST. In the event that it is determined that the GST and QST election referred to in this Clause 6.1 is not applicable to the sale and purchase of the Business Assets pertaining to the Canadian Business, the Purchaser will be liable to pay any applicable GST and QST to the Business Seller of the Canadian Business in accordance with Clause 3.6 (Responsibility for Taxes and fees). GST payable under this Clause 6.1 shall be determined using the consideration payable for the Canadian Business as determined in Clause 3 (Consideration) of this Agreement. For purposes of calculating the QST payable by the Purchaser under this Clause 6.1, if any, the consideration on which the QST will be payable will be equal to the amount of the consideration as determined for GST purposes in addition to the applicable amount of GST payable by the Purchaser for the Canadian Business (under this Agreement).
GST and QST. Schlumberger Canada and Itron Canada shall, prior to the transfer of the Transferred Assets, be duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act with respect to the GST and under Division I of Chapter VIII of Title I of the Québec Sales Tax Act with respect to the QST. Both Schlumberger Canada and Itron Canada shall cooperate fully with each other and make any and all elections required in order that the minimum possible GST and QST, if any, be payable in connection with the transactions contemplated hereby involving the Transferred Assets. Schlumberger Canada and Itron Canada shall jointly elect in prescribed form under Subsection 167(1) of the Excise Tax Act (and under any corresponding provisions of the Québec Sales Tax Act) that no tax be payable pursuant to (i) Part IX of the Excise Tax Act or (ii) the Québec Sales Tax Act, with respect to the sale of the Transferred Assets under this Agreement. Schlumberger Canada and Itron Canada shall make such elections in prescribed form containing the prescribed information pursuant to the said legislation. For the avoidance of doubt, Schlumberger Canada will complete, sign, and deliver to Itron Canada all necessary forms required to make the joint elections on the Closing Date. Itron Canada shall file the joint elections with the returns required to be filed by Itron Canada under the Excise Tax Act and the Québec Sales Tax Act for Itron Canada’s reporting period in which the sale is made, in compliance with the requirements of such Law.
GST and QST. The amount of the consideration for purpose of the goods and services tax ("GST") levied under subsection 165(l) of the Excise Tax Act (Canada), and the amount of the consideration for purposes of the Quebec sales tax ("QST") levied under Section 16 of the Quebec Sales Tax Act, do not include any GST and QST payable by the Buyer in respect of the sale of the Assets.
