Gross-Up Conditions definition
Gross-Up Conditions means, with respect to a Class B Holder, (1) that such Class B Holder is entitled to the benefits of a comprehensive Tax treaty between Canada and the Class B Holder’s country of residence; (2) that such Class B Holder (A) has authorized a Designated Firm to act as its representative to submit, and to deal with the CRA with respect to, the Pre-Closing Notification in respect of such Class B Holder’s Class B Shares and In-the-Money Company Options and (B) has instructed the Designated Firm to keep Buyer reasonably informed regarding the status of such filing and CRA’s review thereof and consult with Buyer if any difficulties arise in connection with obtaining a Pre-Closing Clearance Certificate in respect of such Class B Holder’s Class B Shares and In- the-Money Company Options; (3) that such Class B Holder has submitted to the CRA as promptly as practical and in any event no more than 45 days after the date hereof, a Pre-Closing Notification in respect of such Class B Holder’s Class B Shares and In-the-Money Company Options and a valid claim for a full treaty exemption from Canadian Tax on the disposition of such Class B Holder’s Class B Shares and In-the-Money Company Options, as the case may be; (4) that such Class B Holder has promptly submitted to the CRA upon request proof of its residency and other documentation required by the CRA and has otherwise used its reasonable best efforts to obtain the Pre-Closing Clearance Certificate in
Gross-Up Conditions means, with respect to a Class B Holder, (1) that such Class B Holder is entitled to the benefits of a comprehensive Tax treaty between Canada and the Class B Holder’s country of residence; (2) that such Class B Holder (A) has authorized a Designated Firm to act as its representative to submit, and to deal with the CRA with respect to, the Pre-Closing Notification in respect of such Class B Holder’s Class B Shares and In-the-Money Company Options and (B) has instructed the Designated Firm to keep Buyer reasonably informed regarding the status of such filing and CRA’s review thereof and consult with Buyer if any difficulties arise in connection with obtaining a Pre-Closing Clearance Certificate in respect of such Class B Holder’s Class B Shares and In-the-Money Company Options; (3) that such Class B Holder has submitted to the CRA as promptly as practical and in any event no more than 45 days after the date hereof, a Pre-Closing Notification in respect of such Class B Holder’s Class B Shares and In-the-Money Company Options and a valid claim for a full treaty exemption from Canadian Tax on the disposition of such Class B Holder’s Class B Shares and In-the-Money Company Options, as the case may be; (4) that such Class B Holder has promptly submitted to the CRA upon request proof of its residency and other documentation required by the CRA and has otherwise used its reasonable best efforts to obtain the Pre-Closing Clearance Certificate in respect of such Class B Holder’s Class B Shares and In-the-Money Company Options from the CRA and (5) that such Class B Holder has provided a written undertaking to Buyer to file the appropriate Tax returns to claim a Tax refund with respect to any amounts withheld under subsection 116(5) of the Canadian Tax Act and to pay over the net amount received as described in Section 2.08(d) (as if the references therein to Seller were to such Class B Holder).