share purchase agreement - The Law Society of Saskatchewan

18(16) Tax Matters:(a) For purposes of this Agreement, the term "GovernmentalCharges" means and includes all taxes, customs duties,rates, levies, assessments, reassessments and othercharges, together with all penalties, interest and fineswith respect thereto, payable to any federal, provincial,municipal, local or other government or governmentalagency, authority, board, bureau or commission, domesticor foreign.(b) The Corporation has duly and on a timely basis preparedand filed all tax returns and other documents required tobe filed by it in respect of all Governmental Charges andsuch returns and documents are complete and correct.Complete and correct copies of all such returns and otherdocuments filed in respect of the three fiscal years ofthe Corporation ending prior to the date hereof have beenprovided to the Purchaser.(c)(d)The Corporation has paid all Governmental Charges whichare due and payable by it on or before the date hereof.Adequate provision was made in the [Audited] FinancialStatements and Interim Financial Statements for allGovernmental Charges for the periods covered by the[Audited] Financial Statements and Interim FinancialStatements, respectively. The Corporation has noliability for Governmental Charges other than thoseprovided for in the [Audited] Financial Statements andthose arising in the ordinary course of the operation ofthe Business since the [Audited] Statements Date.Canadian federal and provincial income tax assessmentshave been issued to the Corporation covering all pastperiods up to and including the fiscal year ended [date].There are no actions, suits, proceedings, investigations,enquiries or claims now pending or made or, to the bestof the knowledge of the Vendor and the Shareholder,threatened against the Corporation in respect ofGovernmental Charges.(e)There are no agreements, waivers or other arrangementsproviding for any extension of time with respect to thefiling of any tax return or other document or the paymentof any Governmental Charges by the Corporation or theperiod for any assessment or reassessment of GovernmentalCharges. Only the fiscal years of .the Corporationsubsequent to [date] remain open for reassessment foradditional taxes.(f) The Corporation has withheld from each amount paid orcredited to any person the amount of Governmental Charges)