Section 116 Certificate. (i) Seller shall deliver to Purchaser at or before the Closing a certificate issued by the Canada Customs and Revenue Agency under section 116 of the Income Tax Act (Canada) in respect of the disposition by Seller to Purchaser of the Shares hereunder. The certificate limit specified therein shall be equal to the Purchase Price less the amount of the Non-Competition Agreement Payment (the "Net Share Price") and the certificate shall otherwise be satisfactory to the Purchaser in its reasonable discretion (such certificate with a specified certificate limit of the Net Share Price and satisfactory to Purchaser being referred to as a "Section 116 Certificate").
Section 116 Certificate. If a certificate issued by the Minister of National Revenue under section 116 of the Income Tax Act (Canada) (such certificate, a “Section 116 Certificate,” and such Act, the “Tax Act”) in respect of the disposition of the Shares by the Holder to the Buyer, specifying a certificate limit in an amount which is not less than the Estimated Purchase Price, is not delivered to the Buyer on or before Closing, then the Buyer shall withhold from the payment to be made to the Holder under Section 1.1 an amount equal to 25% of the amount, if any, by which the portion of the Estimated Purchase Price exceeds the certificate limit in respect of any Section 116 Certificate issued in connection with the disposition of the Shares by the Holder to the Buyer (the “Withheld Amount”). The Withheld Amount will be deposited by the Buyer into an escrow account pursuant to the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit E (the “Section 116 Escrow Agreement”) to be governed by the terms and conditions set forth therein.
Section 116 Certificate. The Seller covenants and agrees with the Purchaser as follows:
Section 116 Certificate. If each of the Sellers that is not resident in Canada (collectively the "Non-Resident Sellers") has not provided Buyer with a certificate (the "Certificate") issued by the Minister of National Revenue evidencing compliance with the provisions of Section 116 of the ITA prior to the Closing, Buyer will withhold an amount equal to 33 1/3 % of the Non-Resident Sellers' collective proportional share of the Purchase Price payable pursuant to paragraph 2(b) hereof until the earlier of:
Section 116 Certificate. (i) If a certificate pursuant to subsection 116(2) of the Income Tax Act (Canada) (the "Section 116 Certificate") is not delivered by the Direct Holder to the Buyer at or before the Closing with a certificate limit not less than the Direct Holder Purchase Price, Buyer shall be entitled to withhold from the Direct Holder Purchase Price an amount equal to 40% of the Company Purchase Price (the "Withheld Amount"), such amount to be held in escrow by Aird & Xerlis pursuant to an escrow agreement to be agreed upon by the parties prior to the Closing (which agreement shall provide that the Withheld Amount shall be placed in an interest-bearing account), pending release in accordance with Section 1.3(c)(ii) or remission to the Receiver General of Canada in accordance with Section 1.3(c)(iii).
Section 116 Certificate. JS shall deliver to the Buyer and the Parent, at the Closing, a certificate certifying that JS is not a non-resident of Canada for the purposes of the Income Tax Act (Canada) and the Direct Holder shall deliver the Section 116 Certificate, failing which the provisions of Section 1.3(c) shall apply.
Section 116 Certificate. Xxxxxx shall have delivered to Acquiror a certificate issued under Section 116 of the Treaty indicating a certificate limit equal to the value of Acquiror's Common Stock issued in connection herewith.
Section 116 Certificate. (a) Each Seller shall deliver to Buyer prior to the Closing Date either (i) a statutory declaration to the effect that such Seller is not a non-resident of Canada for purposes of the INCOME TAX ACT (Canada) (the "ITA"); or (ii) a certificate under section 116 of the ITA with a certificate limit not less than the fair market value of the Company Common Shares disposed of by such Seller and, where the Seller is not an individual for purposes of the TAXATION ACT (Quebec) (in this section an "INDIVIDUAL") a certificate under the equivalent provisions of the TAXATION ACT (Quebec) (such certificate collectively referred to as a "116 CERTIFICATE").
Section 116 Certificate. (a) Seller shall on or before the Closing Date, deliver to the Purchaser a certificate issued by the Minister of National Revenue of Canada pursuant to subsection 116(2) of the Income Tax Act (Canada) (a "Section 116 Certificate") in respect of the proposed disposition by Seller of the Purchased Shares. The Section 116 Certificate delivered by Seller shall specify a "certificate limit" in an amount not less than the Purchase Price.
Section 116 Certificate. Seller shall, on or before the Closing Date, deliver to Purchaser a certificate issued by the Minister of National Revenue of Canada pursuant to subsection 116(2) of the Income Tax Act (Canada) (a "Section 116 Certificate") in respect of the proposed disposition by Seller of the shares of GPCC. The Section 116 Certificate shall specify as a "certificate limit" an amount not less than the Canadian dollar equivalent of US $80,000,000 calculated on the Closing Date (such Canadian dollar equivalent being hereinafter called "the GPCC Purchase Price"). In the event that the Section 116 Certificate has not been delivered to Purchaser on or before the Closing Date, or in the event the Section 116 Certificate that is delivered does not specify a "certificate limit" that is no less than the GPCC Purchase Price, Purchaser (or its designated subsidiary) shall withhold from the GPCC Purchase Price an amount equal to 33-1/3% of the GPCC Purchase Price (the "Withheld Amount"). The Withheld Amount shall be deposited with a mutually satisfactory escrow agent ("Escrow Agent") and the amount payable by Purchaser, pursuant to subsection 116(5) of the Income Tax Act, shall be paid out of the Withheld Amount and remitted to the Receiver General of Canada on the last day that the Withheld Amount may be so remitted without interest or penalty pursuant to subsection 116(5) of the Income Tax Act (Canada) (the "Remittance Date") in the event that the Section 116 Certificate with a "certificate limit" that is no less than the GPCC Purchase Price is not delivered to the Purchaser prior to the Remittance Date. Upon delivery to the Purchaser of the Section 116 certificate with a "certificate limit" that is no less than the GPCC Purchase Price, Escrow Agent shall release the remainder of the Withheld Amount plus interest, less any applicable withholding taxes to Seller. Seller shall indemnify and save harmless the Purchaser against any claim or assessment made against it by Revenue Canada in connection with the Seller's failure to obtain a section 116 certificate on or before the Remittance Date.
