Common use of Section 85 Election Clause in Contracts

Section 85 Election. Each beneficial owner of Common Shares who is a Canadian Resident shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act or, if the beneficial owner is a partnership, subsection 85(2) of the Tax Act (and in each case, where applicable, the corresponding provisions of any applicable provincial income tax legislation) with respect to the transfer of its Common Shares to the Offeror. In order to make an election, the beneficial owner of Common Shares (the “Electing Shareholder”) must provide the necessary information on or before 90 days after the Effective Time in accordance with the procedures set out in the tax instruction letter to be sent to beneficial owners that indicate an interest in making and filing an election by checking the appropriate box on the letter of transmittal to be distributed to the Shareholders pursuant to the Offer. The Offeror will make an election under subsection 85(1) or 85(2) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) only with a Canadian Resident, and at the amount selected by the Electing Shareholder, subject to the limitations in the Tax Act (and any applicable provincial legislation). The Offeror will not be responsible for the proper completion or filing of any election form and the Electing Shareholder will be solely responsible for the payment of any late filing penalty. The Offeror agrees only to execute any election form containing information provided by the Electing Shareholder that complies with the provisions of the Tax Act (and any corresponding provincial legislation). With the exception of the execution of the election by the Offeror, compliance with the requirements for a valid election will be the sole responsibility of the Electing Shareholder. Accordingly, the Offeror will not be responsible for any Taxes, interest, penalties, damages or expenses resulting from the failure by an Electing Shareholder to properly complete or file the election form(s) in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income tax legislation). In its sole discretion, the Offeror may choose to sign and return an election form received by the Offeror more than 90 days following the Effective Time, but the Offeror will have no obligation to do so. References in this Section 2.6(a) to the Tax Act are to the Tax Act as of the date hereof and any modifications thereof that are consistent with the general principle thereof.