MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

5.2 Transfer Taxes. Except as provided in Section 1.2(c) and Section 5.5, all Taxes
that are transfer, sales, use, stamp duty, stamp duty land tax, value added, goods and services,
harmonized sales, registration and other similar Taxes (including any penalties and interest)
incurred in connection with the consummation of the transactions contemplated by this
Agreement and the Canada Purchase Agreement (“Transfer Taxes”), but excluding any amount
that Seller or any Seller Party receives as a refund, credit or reimbursement or any similar
amount in respect of such Transfer Taxes from a Governmental Authority (the “Excluded
Amounts”), shall be borne by Buyer in addition to the Purchase Price (and, to the extent that
Buyer is required to deduct and withhold from any consideration otherwise payable pursuant to
Section 1.2(c) any amount in respect of Transfer Taxes, the amount to be paid by Buyer to Seller
shall be increased as necessary so that after such deduction or withholding (including any
deduction or withholding applicable to additional sums payable under this Section 5.2) in respect
of such Transfer Taxes, Seller receives an amount equal to the sum it would have received had
no such deduction or withholding been made less any Excluded Amounts). The Parties agree to
cooperate with each other and each other’s Affiliates in connection with the preparation and
filing of such Tax Returns, in obtaining all available exemptions from, or reductions in, such
Transfer Taxes and in timely providing each other and each other’s Affiliates with resale
certificates and any other elections or documents necessary to satisfy any such exemptions. To
the extent the Canada Seller is required to collect Transfer Taxes from Buyer, the Canada Seller
shall furnish in writing all information required to enable Buyer to claim input tax credits to
recover such Transfer Taxes. Notwithstanding any other Section of this Agreement or the
Canada Purchase Agreement, any Tax Returns that must be filed in connection with Transfer
Taxes in relation to the Acquired Assets (other than the Canada Acquired Assets) shall be
prepared and filed (or caused to be prepared and filed) when due by the Party that is, or whose
Affiliate is, primarily or customarily responsible under the applicable local law for filing such
Tax Returns, and such Party will use its commercially reasonable efforts to provide such Tax
Returns for review to the other Party at least ten (10) days prior to the due date for such Tax
Returns, and such Party shall not file such Tax Returns (or cause such Tax Returns to be filed)
without consent from such other Party, which consent shall not be unreasonably withheld. To
the extent Seller files, or causes any Seller Parties to file, such Tax Returns, Buyer shall, and
shall cause the appropriate Buyer Parties to, promptly reimburse Seller or the Seller Parties for
the cost of all taxes attributable to such Tax Returns.
5.3 Sales Tax Clearance Certificate. In respect of the purchase and sale of the Canada
Acquired Assets, Buyer shall not require the Canada Seller to comply with the requirements of
section 99 of the Social Service Tax Act (British Columbia) and any equivalent or corresponding
provisions under any other applicable legislation. Notwithstanding anything to the contrary in
this Agreement, the Canada Seller agrees to indemnify and hold harmless Buyer, its officers and
directors, for any provincial sales tax, penalties and interest payable or assessed against Buyer,
arising directly or indirectly from any non-compliance with section 99 of the Social Service Tax
Act (British Columbia) or similar legislation in those jurisdictions in which the Canada Acquired
Assets are located.
5.4 Tax Cooperation.
(a) For the seven (7) year period after the Initial Closing Date, Buyer, on the
one hand, and Seller, on the other hand, agree to furnish or cause to be furnished to each other
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