Section 167 Election Clause Samples

Section 167 Election. If available, on Closing, the Buyer Designee and the applicable Seller Party shall execute jointly an election under Section 167 of the Excise Tax Act (Canada) to relieve the sale of the Canadian Acquired Assets from goods and services tax and harmonized sales tax. The Buyer Designee shall file such election no later than the filing date for its goods and services tax and harmonized sales tax return for the reporting period in which the sale of the Canadian Acquired Assets takes place.

Section 167 Election. Scepter shall jointly elect with the Buyer under subsection 167(1) of the Excise Tax Act (Canada) and under any similar provision of any applicable provincial legislation imposing a similar value added or multi-staged tax, that no tax be payable with respect to the purchase and sale of the Purchased Assets pursuant to this Agreement. Scepter and the Buyer shall make those elections in prescribed form containing prescribed information and the Buyer shall file those elections in compliance with the requirements of applicable legislation. Notwithstanding anything to the contrary in this Agreement, the Buyer shall indemnify and hold each Seller harmless in respect of any such Taxes, penalties, interest and other amounts which may be assessed against the Sellers as a result of the transactions under this Agreement not being eligible for such elections or as a result of the Buyer’s failure to file such elections within the prescribed time.

Section 167 Election. UNOVA Canada or its successor and Purchaser, on behalf of the relevant Purchasing Enity or Purchasing Entities, shall execute and file, on a timely basis and using the prescribed form, a joint election under Section 167 of the Excise Tax Act (Canada) (the “ETA”)) so that no tax will be payable under the ETA in respect of the transfer of the Purchased Assets.