Common use of Withholding Rights Clause in Contracts

Withholding Rights. Parent, ExchangeCo and Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentEach of Xxx, ExchangeCo Topco, Canadian LP, Polaris, Rover, Merger Sub and Trustee the Exchange Agent (and any other Person that has a withholding obligation in respect of payments contemplated by this Agreement, without duplication) shall be entitled to deduct and withhold from any consideration otherwise amounts payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under applicable Legal Requirements; provided, however, that the Income Tax Act (Canada), withholding party shall notify the United States Internal Revenue Code party against which any amount is withheld in writing at the time that any payment subject to withholding under applicable Legal Requirements is made. Any amounts that are so withheld and paid over to the appropriate Taxing Authority shall be treated for all purposes of 1986 this Agreement as having been paid to the Person in respect of which such deduction or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededwithholding was made. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted under applicable Legal Requirements to be deducted or withheld from any the payment of Merger Consideration to a holder exceeds of Xxx Common Shares or Xxx RSUs, each of Xxx, Topco, Canadian LP, Merger Sub and the cash Exchange Agent (and any other Person that has a withholding obligation pursuant to the Merger, without duplication) is hereby authorized to sell such portion of the consideration Merger Consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose holder of such portion of the consideration Xxx Common Share or Xxx RSUs as is necessary to provide sufficient funds to ParentXxx, ExchangeCo Topco, Canadian LP, Merger Sub or Trusteethe Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Agreement), as the case may be, to enable it to comply with such deduction or withholding requirement and ParentXxx, ExchangeCo Topco, Canadian LP, Merger Sub or Trustee the Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Agreement) shall notify the holder thereof and remit to such holder any unapplied balance of such sale and (x) remit the applicable portion of the net proceeds of such sale. Prior sale to making any distribution to holders the appropriate Taxing Authority and (y) the remaining net proceeds of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as such sale (after deduction for the case may be, shall ensure that Trustee has access to sufficient funds amounts described in clause (by directly providing, if necessary, such funds to Trusteex)) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeholder.

Withholding Rights. ParentPan American, ExchangeCo Minefinders and Trustee the Depositary shall be entitled to deduct and withhold from any consideration all dividends, distributions or other amounts otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Former Minefinders Shareholder such amounts as ParentPan American, ExchangeCo Minefinders or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Former Minefinders Shareholder in respect of which such deduction and withholding was made, provided provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To Pan American, Minefinders and the extent that Depositary shall also have the amount so required right to withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Former Minefinders Shareholder, such number of Pan American Shares issued or issuable to be deducted or withheld from any payment such Former Minefinders Shareholder pursuant to a holder exceeds the cash portion this Plan of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any such sale of Pan American Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Pan American, ExchangeCo Minefinders, the Depositary or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Pan American Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Pan American Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentLululemon, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend or any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Lululemon Common Shares such amounts as ParentLululemon, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment (i) under the Income Tax Act (Canada) (the “ITA”), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededsucceeded or (ii) required or permitted in order to comply with section 116 of the ITA or any corresponding provisions of provincial laws. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentLululemon, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentLululemon, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentLululemon, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Lululemon represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. Parent, ExchangeCo Parent and Trustee Exchangeco shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Parent or Trustee Exchangeco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Parent and Trustee Exchangeco are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Parent or TrusteeExchangeco, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Parent or Trustee Exchangeco shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Parent represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. The Company, Parent, ExchangeCo Parent SubCo, and Trustee the Depositary shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares Company Common Shares, or Parent Common Shares Stock, such amounts as Parentthe Company, ExchangeCo Parent or Trustee Parent SubCo or the Depositary is required or permitted entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion portion, if any, of the consideration otherwise payable to the holder, the Company, Parent, ExchangeCo Parent SubCo and Trustee the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such holder, such portion of the consideration as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo Parent or TrusteeParent SubCo or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Company, Parent, ExchangeCo Parent SubCo or Trustee the Depositary shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making sale less any distribution to holders of Exchangeable Shares costs or Parent Common Sharesexpenses incurred by the Company, Parent, Parent SubCo or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Depositary in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesale.

Withholding Rights. Parent, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent shall retain such experts for providing such advice or assistance to the Trustee.

Withholding Rights. ParentMerilus USA, ExchangeCo Merilus Canada and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement agreement to any holder Holder of Exchangeable Shares or Parent Merilus USA Common Shares such amounts as ParentMerilus USA, ExchangeCo Merilus Canada or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder Holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, ParentMerilus USA, ExchangeCo Merilus Canada and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMerilus USA, ExchangeCo Merilus Canada or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMerilus USA, ExchangeCo Merilus Canada or the Trustee shall notify the holder Holder thereof and remit to such holder Holder any unapplied balance of the net proceeds of such sale. Prior Merilus USA represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this agreement, to deduct or withhold from any distribution dividend paid to holders Holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation and Trustee the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of the shares DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a any former holder of DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, exceeds the cash portion component, if any, of the consideration otherwise payable to the such holder, ParentComamtech, ExchangeCo and Trustee are hereby authorized to DecisionPoint, the Amalgamated Corporation or the Depositary, as applicable, may sell or otherwise dispose of such portion of the consideration otherwise payable to such holder in the form of Comamtech Shares and/or Comamtech Convertible Preferred Shares, as applicable, as is necessary to provide sufficient funds to Parentenable Comamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trusteethe Depositary, as the case may beapplicable, to enable it to comply with such deduction and/or withholding requirements and Comamtech, DecisionPoint, the Amalgamated Corporation or withholding requirement and Parentthe Depositary, ExchangeCo or Trustee as applicable, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentLoJack, ExchangeCo LoJack Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent LoJack Common Shares such amounts as ParentLoJack, ExchangeCo LoJack Exchangeco or the Trustee is (i) required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded(ii) entitled to withhold under section 116 of the Income Tax Act (Canada) or any analogous provision of provincial law. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentLoJack, ExchangeCo LoJack Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentLoJack, ExchangeCo LoJack Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentLoJack, ExchangeCo LoJack Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior LoJack represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoany amounts under the United States Internal Revenue Code of 1986, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeamended.

Withholding Rights. ParentMarathon, ExchangeCo CallCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Marathon Shares such amounts as ParentMarathon, ExchangeCo CallCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentMarathon, ExchangeCo CallCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMarathon, ExchangeCo CallCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMarathon, ExchangeCo CallCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior No liability shall accrue to making any distribution Marathon, the Trustee or CallCo if consideration or other assets sold or disposed of pursuant to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee 5.13 are sold at a loss to such affected holder or such assets so sold or disposed of are sold or disposed of for an amount which may obtain the advice be less than might otherwise have been obtained if sold or disposed of and assistance from such experts as Trustee may reasonably consider necessary at a different point in time or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteein different circumstances.

Withholding Rights. ParentFenix, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Fenix Stock such amounts as ParentFenix, ExchangeCo Exchangeco or the Trustee is is, (i) required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededsucceeded or (ii) entitled to deduct and withhold under section 116 or Part of XIII of the ITA or any analogous provision of provincial laws. Fenix, Exchangeco and the Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentFenix, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentFenix, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement and ParentFenix, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale; provided however that nothing in this section 5.12 shall reduce Exchangeco’ s obligations under section 3.2 of the Exchangeable Share Provisions. Prior References in this section to making any distribution the ITA are to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, the ITA as the case may be, shall ensure that Trustee has access amended from time to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteetime.

Withholding Rights. ParentNewco, ExchangeCo CN and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of CN Exchangeable Shares or Parent Newco Common Shares such amounts as ParentNewco, ExchangeCo CN or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNewco, ExchangeCo CN and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentNewco, ExchangeCo CN or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentNewco, ExchangeCo CN or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior CN and Newco represent and warrant that, based upon facts currently known to making each of them, CN has no current intention, as at the date of this Agreement, to deduct or withhold, and Newco has no current intention, as at the date of this Agreement to cause CN to deduct or withhold, from any distribution dividend paid to holders of CN Stapled Units representing CN Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentSMTC, ExchangeCo SMTC Canada and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement agreement to any holder of Exchangeable Shares or Parent SMTC Common Shares Stock such amounts as ParentSMTC, ExchangeCo SMTC Canada or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount amounts so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentSMTC, ExchangeCo SMTC Canada and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentSMTC, ExchangeCo SMTC Canada or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement requirements and ParentSMTC, ExchangeCo SMTC Canada or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior SMTC represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeCode.

Withholding Rights. The Parent, ExchangeCo Callco and Trustee Exchangeco shall be entitled to deduct and withhold from any dividend, distribution, price or other consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as the Parent, ExchangeCo Callco or Trustee Exchangeco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax laws or any provision of provincial, state, local or foreign tax lawLaw, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authorityagency. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, the Parent, ExchangeCo and Trustee Callco or Exchangeco are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Parent, ExchangeCo Callco or Trustee, Exchangeco as the case may be, to enable it to comply with such deduction or withholding requirement and the Parent, ExchangeCo Callco or Trustee Exchangeco as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo Subco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Stock such amounts as Parent, ExchangeCo Subco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Subco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Subco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Subco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.ARTICLE 6

Withholding Rights. ParentPMG, ExchangeCo and Trustee Corporation or Callco shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentPMG, ExchangeCo Corporation or Trustee Callco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case as amended or succeededlaws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the such holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentPMG, ExchangeCo Corporation or Callco shall promptly notify the holder and Trustee are hereby authorized unless such holder remits the difference in cash to PMG, Corporation or Callco, before the tax amount is required to be remitted to the taxing authority, then PMG, Corporation or Callco may sell or otherwise dispose of or offset such portion of the consideration (including, without limitation, any of the PMG Common Stock) as is necessary to provide sufficient funds to ParentPMG, ExchangeCo Corporation or Trustee, as the case may be, Callco to enable it to comply with such deduction or withholding requirement and ParentPMG, ExchangeCo Corporation or Trustee Callco shall notify give an accounting to the holder thereof with respect thereto and remit shall pay over to such holder and remit any unapplied balance of the net proceeds of such salesale or offset that was not remitted to such taxing authority in satisfaction of a deducting or withholding requirement. Prior In order to making assist PMG, Corporation and Callco in complying with any distribution such deduction and withholding requirement, the relevant holder shall, to holders of Exchangeable Shares the extent applicable, deliver to PMG, Corporation or Parent Common SharesCallco (i) if such holder is an individual, Parent trust or ExchangeCocorporation, a declaration sworn by the individual, a trustee or a director, as the case may be, shall ensure before a commissioner for oaths to the effect that Trustee has access such holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such holder is a partnership, a declaration sworn by a general partner before a commissioner for oaths to sufficient funds the effect that such holder is a Canadian partnership, as defined in the Income Tax Act (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeCanada).

Withholding Rights. ParentEach of Redback, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentRedback, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentRedback, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentRedback, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentRedback, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation and Trustee the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of the shares DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a any former holder of DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, exceeds the cash portion component, if any, of the consideration otherwise payable to the such holder, ParentComamtech, ExchangeCo and Trustee are hereby authorized to DecisionPoint, the Amalgamated Corporation or the Depositary, as applicable, may sell or otherwise dispose of such portion of the consideration otherwise payable to such holder in the form of Comamtech Shares and/or Comamtech Preferred Shares, as applicable, as is necessary to provide sufficient funds to Parentenable Comamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trusteethe Depositary, as the case may beapplicable, to enable it to comply with such deduction and/or withholding requirements and Comamtech, DecisionPoint, the Amalgamated Corporation or withholding requirement and Parentthe Depositary, ExchangeCo or Trustee as applicable, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case as amended or succeeded, or entitled to withhold under section 116 of the Income Tax Act (Canada) or any corresponding provisions of provincial law. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement and Parent, ExchangeCo Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Parent and Exchangeco represent and warrant to making the Trustee in its capacity as trustee on behalf of the Beneficiaries that, based upon facts currently known to them, they have no current intention, as at the date of this Agreement, to deduct or withhold, from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. The Corporation, Callco and Parent, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as the Corporation, Callco or Parent, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder such Holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the any such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, the Corporation, Callco, or Parent, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Corporation, Callco, or Parent, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Corporation, Callco, or Parent, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the Parent Common Shares) as is necessary to provide sufficient funds to the Corporation, Callco, or Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and the Corporation, Callco, or Parent, ExchangeCo or Trustee as the case may be, shall give an accounting to the Holder with respect thereto and shall notify the holder thereof and remit pay over to such holder Holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares assist the Corporation, Callco, or Parent Common Shares, Parent or ExchangeCoParent, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the Holder shall, to the extent applicable, deliver to the Corporation, Callco, or Parent, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the ITA or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a "Canadian partnership", as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeITA.

Withholding Rights. ParentThe Fund, ExchangeCo Extendicare Trust and Trustee shall Extendicare Holding Partnership will be entitled to deduct and withhold from any consideration otherwise payable to Exchangeable LP Unitholders under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parentthe Fund, ExchangeCo Extendicare Trust or Trustee Extendicare Holding Partnership is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededsuperseded, or would be permitted to withhold if an equal amount were remitted to the appropriate taxing authority. To the extent that amounts are so withheld, such the withheld amounts shall will be treated for all purposes as having been paid to the holder of the shares securities in respect of which such deduction and withholding was made, provided that such the withheld amounts (or equivalent amounts, if applicable) are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parentthe Fund, ExchangeCo Extendicare Trust and Trustee Extendicare Holding Partnership are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parentthe Fund, ExchangeCo Extendicare Trust or TrusteeExtendicare Holding Partnership, as the case may be, to enable it to comply with such the deduction or withholding requirement (or make such permitted deduction) and Parentthe Fund, ExchangeCo Extendicare Trust or Trustee shall Extendicare Holding Partnership will notify the holder thereof and remit to such the holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Parent, ExchangeCo Company and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Company or the Trustee is are required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of UNITED STATES INTERNAL REVENUE CODE OF 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, and the holder has not provided Parent, ExchangeCo Company or the Trustee, as the case may be, with such amount in cash or certified funds, Parent, Company and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Company or the Trustee, as the case may be, net of expenses, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Company or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent Parent, Company or ExchangeCothe Trustee (subject to Section 2.14 below), as the case may be, shall ensure that Trustee has access to it retains sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee it to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties Parent represents and warrants that, based upon facts currently known to it, it has, unless otherwise required by law, no current intention, as of the date of this Agreement, to deduct or withhold from any dividend paid to holders of Exchangeable Shares any amounts under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeUNITED STATES INTERNAL REVENUE CODE OF 1986.

Withholding Rights. ParentMetaSolv, ExchangeCo MetaSolv AcquisitionCo and Trustee NewCo shall be entitled to deduct and withhold from any dividends paid on the Exchangeable Shares and any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentMetaSolv, ExchangeCo or Trustee is NewCo and MetaSolv AcquisitionCo determine they are required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, as amended, the Income Tax Act (Canada) or any provision of provincial, state, local local, provincial or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNewCo, ExchangeCo MetaSolv AcquisitionCo and Trustee MetaSolv are hereby authorized to sell or otherwise dispose of at fair market value such portion of the such consideration as is necessary to provide sufficient funds to ParentNewCo, ExchangeCo MetaSolv AcquisitionCo and MetaSolv, after payment of any costs or Trusteeexpenses of such sale, as the case may be, in order to enable it them to comply with such deduction or withholding requirement and ParentNewCo, ExchangeCo or Trustee MetaSolv AcquisitionCo and MetaSolv shall notify give an accounting to the holder thereof with respect thereto and remit to such holder any unapplied balance of the net such proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Each of Parent, ExchangeCo the Surviving Company, Merger Sub, the Paying Agent and Trustee the Depositary (and any other Person that has a withholding obligation pursuant to this Agreement), without double counting, shall only be entitled to deduct and withhold from any consideration the Merger Consideration otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares Shares, ADSs or Parent Common Shares Company Share Awards such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or i) any provision of provincialU.S. federal, statestate or local tax laws that are either compensatory-related withholding with respect to holders of Company Share Awards on account of their Company Share Awards or U.S. federal backup withholding tax or any similar state or local withholding obligations to a payee that does not provide the required documentation with respect to its U.S. tax status or (ii) any PRC tax laws that is compensatory-related withholding with respect to holders of Company Share Awards on account of their Company Share Awards. In the event that Parent, local the Surviving Company, Merger Sub, the Paying Agent, or foreign tax lawthe Depositary (or any other Person that has a withholding obligation pursuant to this Agreement) determines that any such permitted deduction or withholding is required to be made from any amounts payable pursuant to this Agreement, such Person shall promptly inform the Special Committee and the other parties hereto of such determination and provide them with a reasonably detailed explanation of such determination and the parties hereto shall consult with each other in each case as amended or succeededgood faith regarding such determination. To the extent that such permitted amounts are so withheldwithheld by Parent, the Surviving Company, Merger Sub, the Paying Agent or the Depositary (or such other Person), as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Shares, ADSs or Company Share Awards in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, made by Parent, ExchangeCo and Trustee are hereby authorized to sell the Surviving Company, Merger Sub, the Paying Agent or otherwise dispose of the Depositary (or such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trusteeother Person), as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentThe Company and IPC Delaware, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax lawlaws, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares such Holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company or IPC Delaware, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Company or IPC Delaware, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Company or IPC Delaware, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the IPC Delaware Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo the Company or TrusteeIPC Delaware, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, shall notify give an accounting to the holder thereof Holder with respect thereto and shall pay over to such Holder and remit to such holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoassist the Company and IPC Delaware, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the relevant Holder shall, to the extent applicable, deliver to the Company or IPC Delaware, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder is not, and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. ParentBoomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack and Trustee the Depositary shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Boomerang Common Shares, Holdco Shares, Exchangeable Shares Shares, LoJack Exchangeco Interim Notes or Parent LoJack Common Shares such amounts as ParentBoomerang, ExchangeCo LoJack, LoJack Exchangeco, LoJack Callco, LoJack or Trustee the Depositary (i) is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 1986, as amended or any provision of provincial, state, local or foreign tax law, in each case case, as amended and (ii) is entitled to deduct and withhold under section 116 of the ITA or succeededany corresponding applicable provincial tax legislation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted entitled to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentBoomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack and Trustee the Depositary are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentBoomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack or Trusteethe Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Parententitlement and Boomerang, ExchangeCo LoJack Exchangeco, LoJack Callco, LoJack or Trustee the Depositary shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. The Parent, ExchangeCo Exchangeco and the Voting Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as the Parent, ExchangeCo Exchangeco or the Voting Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Parent shall instruct the Voting Trustee as to what amounts, if any, it shall be required to give up and withhold pursuant to United States tax laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, the Parent, ExchangeCo Exchangeco and the Voting Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Parent, ExchangeCo Exchangeco or the Voting Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and the Parent, ExchangeCo Exchangeco or the Voting Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, the Parent or ExchangeCoExchangeco, as the case may be, shall ensure that the Voting Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Voting Trustee) to enable the Voting Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties The Parent represents and warrants that, based upon facts currently known to it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any dividend paid to holders of Exchangeable Shares any amounts under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. Parent, ExchangeCo InfoSpace and Trustee Locus Holdings shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Locus Exchangeable Shares or Parent InfoSpace Common Shares such amounts as Parent, ExchangeCo InfoSpace or Trustee Locus Holdings is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo InfoSpace and Trustee Locus Holdings are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo InfoSpace or TrusteeLocus Holdings, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo InfoSpace or Trustee Locus Holdings shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior InfoSpace represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Locus Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentShire, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares, Shire Ordinary Shares or Parent Common Shares Shire ADSs such amounts as ParentShire, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentShire, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentShire, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentShire, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares, Shire Ordinary Shares or Parent Common SharesShire ADSs, Parent Shire or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.145.15, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent Shire shall retain such experts for providing such advice or assistance to the Trustee. ExchangeCo shall not be entitled to withhold amounts on dividends payable to the holders of Exchangeable Shares pursuant to the United States Internal Revenue Code of 1986 unless it has received an opinion from counsel stating that such withholding is required under the Internal Revenue Code of 1986.

Withholding Rights. ParentMolycorp, ExchangeCo Callco, Exchangeco and the Trustee shall be entitled to deduct and withhold from any dividend, distribution, price or other consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Molycorp Shares such amounts as ParentMolycorp, ExchangeCo Callco, Exchangeco or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax laws or any provision of provincial, state, local or foreign tax lawLaw, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authorityagency. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentMolycorp, ExchangeCo Callco, Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentMolycorp, ExchangeCo Callco, Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentMolycorp, ExchangeCo Callco, Exchangeco or Trustee the Trustee, as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentInfospace, ExchangeCo Infospace Canada and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares or Parent Infospace Common Shares such amounts as ParentInfospace, ExchangeCo Infospace Canada or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentInfospace, ExchangeCo Infospace Canada and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentInfospace, ExchangeCo Infospace Canada or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentInfospace, ExchangeCo Infospace Canada or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior Infospace represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentNPS, ExchangeCo NPS - Allelix Inc. and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent NPS Common Shares such amounts as ParentNPS, ExchangeCo NPS - Allelix Inc. or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentNPS, ExchangeCo NPS - Allelix Inc. and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentNPS, ExchangeCo NPS - Allelix Inc. or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentNPS, ExchangeCo NPS - Allelix Inc. or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior NPS represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as any amounts under the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice United States Internal Revenue Code of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1986.

Withholding Rights. ParentParentCo, ExchangeCo LuxCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of LuxCo Exchangeable Preferred Shares or Parent ParentCo Common Shares such amounts as ParentParentCo, ExchangeCo LuxCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentParentCo, ExchangeCo LuxCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentParentCo, ExchangeCo LuxCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentParentCo, ExchangeCo LuxCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior ParentCo represents and warrants that, based upon facts currently known to making it, it has no current intention, as at the date of this Agreement, to deduct or withhold from any distribution dividend paid to holders of LuxCo Exchangeable Preferred Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeamounts.

Withholding Rights. ParentVivendi, ExchangeCo Vivendi Exchangeco and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Vivendi ADSs such amounts as ParentVivendi, ExchangeCo Vivendi Exchangeco or the Trustee is determines, acting reasonably, are required or permitted pursuant to deduct section 116 of the Income Tax Act (Canada) or any successor provision thereto to be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, the tax laws of France or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentVivendi, ExchangeCo Vivendi Exchangeco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentVivendi, ExchangeCo Vivendi Exchangeco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentVivendi, ExchangeCo Vivendi Exchangeco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentRational, ExchangeCo Acquisition Sub and the Trustee shall will be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares or Parent Rational Common Shares such any amounts as ParentRational, ExchangeCo Acquisition Sub or the Trustee is required or permitted to deduct and withhold with respect to such that payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such the withheld amounts shall will be treated for all purposes as having been paid to the holder of the shares in respect of which such the deduction and withholding was made, provided that such the withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount amounts so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentRational, ExchangeCo Acquisition Sub and the Trustee are hereby authorized to sell or otherwise dispose of such any portion of the consideration as is necessary to provide sufficient funds to ParentRational, ExchangeCo Acquisition Sub or the Trustee, as the case may be, to enable it to comply with such the deduction or withholding requirement requirements and ParentRational, ExchangeCo Acquisition Sub or the Trustee shall will notify the holder thereof and remit to such the holder any unapplied balance of the net proceeds of such the sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentEach of the Exchange Agent, ExchangeCo the Buyer, the Escrow Agent and Trustee the Surviving Corporation (and any payroll agent) shall be entitled to deduct and withhold from any consideration amount otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares the Company Equityholders such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada)Code, the United States Internal Revenue Code of 1986 or any provision of provincialother applicable U.S., state, local or foreign non-U.S. tax law, in each case as amended or succeededLaw. To the extent that amounts are so deducted or withheld, and remitted by the Exchange Agent, the Buyer, the Escrow Agent or the Surviving Corporation, as the case may be, to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares such Company Equityholder in respect of which such deduction and withholding was mademade by the Exchange Agent, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Buyer, the extent that Escrow Agent or the amount so required Surviving Corporation (or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trusteepayroll agent), as the case may be, . Any withholding made at Closing with respect to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance a Company Equityholder’s deemed receipt of its proportionate share of the net proceeds Company Equityholder Representative Expense Amount shall be satisfied from such Company Equityholder’s share of such salethe Closing Cash Consideration and any withholding made at Closing that is attributable to a payment of Buyer Common Stock Consideration to a Company Equityholder shall be satisfied from the applicable Company Equityholder’s share of Closing Cash Consideration. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoBuyer confirms and acknowledges that, as long as a FIRPTA certificate described in Section 6.2(k) is delivered, it does not intend to make (or instruct the case may be, shall ensure that Trustee Exchange Agent to make) any withholding at Closing in respect of payments to Company Equityholders absent a change in law after the date hereof (other than (x) payments in respect of Company Options or Company Restricted Stock Awards held by a current or former employee who has access not delivered to sufficient funds Buyer evidence of the timely filing of an election under Section 83(b) of the Code or (y) as a result of a failure by directly providing, if necessary, such funds a Company Equityholder to Trusteedeliver a properly executed IRS Form W-9 or W-8 (or any successor or similar form reasonably required by the Exchange Agent) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeExchange Agent).

Withholding Rights. ParentShire, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares, Shire Ordinary Shares or Parent Common Shares Shire ADSs such amounts as ParentShire, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of INTERNAL REVENUE CODE OF 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentShire, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentShire, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentShire, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares, Shire Ordinary Shares or Parent Common SharesShire ADSs, Parent Shire or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.145.15, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent Shire shall retain such experts for providing such advice or assistance to the Trustee. ExchangeCo shall not be entitled to withhold amounts on dividends payable to the holders of Exchangeable Shares pursuant to the United States INTERNAL REVENUE CODE OF 1986 unless it has received an opinion from counsel stating that such withholding is required under the INTERNAL REVENUE CODE OF 1986.

Withholding Rights. Parent, ExchangeCo and Trustee shall The Partnership will be entitled to deduct and withhold from any consideration or distribution otherwise payable to Partners under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee the Partnership is required or permitted to deduct and withhold with respect to such payment (or with respect to any such prior payment, but only to the extent any amount required to be deducted and withheld from such prior payment was not actually deducted and withheld) under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, or would be permitted to withhold if an equal amount were remitted to the appropriate taxing authority. In addition, to the extent the Partnership receives an amount, directly or indirectly, that was paid by an affiliate or subsidiary of the Partnership to the Partnership, or to another affiliate or subsidiary of the Partnership, and in each case as amended respect of which the payor was required to deduct and withhold an amount pursuant to the Code, the Partnership shall be entitled to deduct from any distribution or succeededconsideration otherwise payable to a Partner under this Agreement that portion of the amount deducted and withheld by the payor that relates to the Partner. To the extent that amounts are so deducted and withheld, such withheld the amounts shall will be treated for all purposes as having been paid to the holder of the shares securities in respect of which such deduction and withholding was made, provided that such the withheld amounts (or equivalent amounts, if applicable) are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder Partner exceeds the cash portion of the consideration or distribution otherwise payable to the holderPartner, Parent, ExchangeCo and Trustee are the Partnership is hereby authorized to sell or otherwise dispose of such any portion of the consideration or distribution as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, Partnership to enable it to comply with such the deduction or withholding requirement (or make such permitted deduction) and Parent, ExchangeCo or Trustee shall the Partnership will notify the holder thereof Partner and remit to such holder the Partner any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Each of Parent, ExchangeCo the Surviving Corporation, the Paying Agent and Trustee the Depositary shall be entitled to deduct and withhold from any the consideration otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares Shares, ADSs or Parent Common Shares Company Equity Awards such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialU.S. federal, state, local or foreign tax lawTax Law. In the event Parent, the Surviving Corporation, the Paying Agent or the Depositary determines that withholding is required under applicable Tax Law and permitted under this Agreement, Parent shall so notify the Company in each case writing at least five (5) days prior to the Closing Date (or as amended soon as practicable prior to the Closing Date if the circumstances giving rise to such withholding obligation occur less than five (5) days prior to the Closing Date). If such obligation to deduct or succeededwithhold can be reduced or eliminated under applicable Tax Law though the provision of an applicable certification or form, Parent and the Company shall cooperate to provide the applicable shareholder with the opportunity to complete and provide such certification or form prior to the Closing Date. To the extent that amounts are so withheldwithheld by Parent, the Surviving Corporation, the Paying Agent or the Depositary, as the case may be, such withheld amounts shall be (A) remitted by Parent, the Surviving Corporation, the Paying Agent or the Depositary to the applicable Governmental Authority, and (B) to the extent so remitted, treated for all purposes of this Agreement as having been paid to the holder of the shares Shares, ADSs or Company Equity Awards in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, made by Parent, ExchangeCo and Trustee are hereby authorized to sell the Surviving Corporation, the Paying Agent or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or TrusteeDepositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the . Each former holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent ADSs or ExchangeCo, as Company Equity Awards shall be personally responsible for the case may be, shall ensure that Trustee has access proper reporting and payment of all Taxes related to sufficient funds (by directly providing, if necessary, such funds any amounts payable pursuant to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAgreement.

Withholding Rights. Parent, ExchangeCo Exchangeco and Trustee BEI shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any a holder of Exchangeable Shares (whether pursuant to this Agreement, the Exchangeable Share Provisions or Parent Common Shares otherwise) such amounts as Parent, ExchangeCo Exchangeco or Trustee BEI is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada) (the "ACT"), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided notwithstanding that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the any such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, ParentBEI shall promptly notify the Holder and unless such Holder remits the difference in cash to BEI before the tax amount is required to be remitted to the tax authority, ExchangeCo and Trustee are hereby authorized to then BEI may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the BEI Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, BEI to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee BEI shall give an accounting to the Holder with respect thereto and shall notify the holder thereof and remit pay over to such holder Holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making assist BEI in complying with any distribution such deduction and withholding requirement, the Holder shall, to holders of Exchangeable Shares the extent applicable, deliver to BEI (i) if such Holder is an individual, trust or Parent Common Sharescorporation, Parent a declaration sworn by the individual, a trustee or ExchangeCoa director, as the case may be, shall ensure before a notary or commissioner for oaths to the effect that Trustee has access such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Act or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to sufficient funds (by directly providingthe effect that such Holder is a "Canadian partnership", if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAct.

Withholding Rights. ParentAdvantage Trust, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Trust Units such amounts as ParentAdvantage Trust, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares Exchangeable Shares or Trust Units, as the case may be, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentAdvantage Trust, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentAdvantage Trust, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentAdvantage Trust, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.