Common use of Section 85 Election Clause in Contracts

Section 85 Election. The Parties shall jointly execute and the Vendor may, in its sole discretion, file, within the time referred to in subsection 85(6) of the Income Tax Act (Canada) (the “ITA”) (or at such later time as permitted by the ITA), an election in prescribed form under subsection 85(1) of the ITA (and the corresponding provisions of any relevant provincial tax laws) electing to effect the transfer of the Purchased Shares and the interests in the accounts receivable described in Section 2.4 at the lesser of: (a) the fair market value of each such property as of the Effective Time, and (b) such other amount as may be determined by the Vendor that falls within the parameters set out in subsection 85(1) of the ITA (and any corresponding provisions of any relevant provincial tax laws).