Common use of Section 116 Certificate Clause in Contracts

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: (i) the last day of the month following the month in which the Closing occurs (the "Filing Date"); or (ii) the date upon which each of the Non-Resident Sellers delivers a Certificate to Buyer. Upon receipt of the Certificate prior to the Filing Date, Buyer will be required to immediately pay the withheld amounts to ▇▇▇▇▇, ▇▇▇▇▇▇ who will receive the same on behalf of each of the Non-Resident Sellers. In the event that the Certificate is not delivered as aforesaid prior to the Filing Date Buyer will remit the withheld amounts to the Receive General of Canada, whose receipt will discharge Buyer from any liability to the Non-Resident Sellers or any of them for the funds so remitted.

Section 116 Certificate. If each of the Sellers Seller has indicated in Section 3(f) above that it is not resident in Canada (collectively the a "Non-Resident SellersSeller") and has not provided Buyer Pivotal with a certificate (the "Certificate") issued by the Minister of National Revenue evidencing compliance with the provisions of Section 116 of the ITA Income Tax Act (Canada) prior to the Closing, Buyer Pivotal will withhold an amount equal to 33 1/3 % of the Non-Resident Sellers' collective proportional share of the Purchase Price payable to the Seller pursuant to paragraph 2(b) Section 1 hereof until the earlier of: (i) the last day of the month following the month in which the Closing occurs (the "Filing Date"); or (ii) the date upon which each of the Non-Resident Sellers Seller delivers a Certificate to BuyerPivotal. Upon receipt of the Certificate prior to the Filing Date, Buyer Pivotal will be required to immediately pay the withheld amounts to ▇▇▇▇▇Clark, ▇▇▇▇▇▇ Wilson, Barristers and Solicitors who will receive the same on behalf of each of the Non-Resident SellersSeller. In the event that the Certificate is not delivered as aforesaid prior to the Filing Date Buyer Date, Pivotal will remit the withheld amounts to the Receive General of Canada, whose receipt will discharge Buyer Pivotal from any liability to the Non-Resident Sellers or any of them Seller for the funds so remitted.