whether the Intellectual Property is owned by the
Corporation or a Subsidiary, or whether the Intellectual Property is used by the
Corporation or a Subsidiary under a license agreement or other arrangement with
another Person.
4.19
TAXES
(A)
VENDOR HAS CAUSED THE CORPORATION AND THE SUBSIDIARIES TO DULY AND
TIMELY:
(I)
FILE ALL TAX RETURNS REQUIRED TO BE FILED BY THEM PRIOR TO THE
DATE HEREOF AND, THOSE TAX RETURNS ARE TRUE, COMPLETE AND ACCURATE IN ALL
MATERIAL RESPECTS;
(II)
PAY ALL TAXES (INCLUDING INSTALMENTS) DUE AND PAYABLE BY THEM
PRIOR TO THE DATE HEREOF; AND
(III)
COLLECT OR WITHHOLD AND REMIT TO THE APPROPRIATE GOVERNMENT
AUTHORITIES ALL TAXES REQUIRED TO BE COLLECTED OR WITHHELD BY THEM;
and except as provided in Schedule 4.19(a) there are no Claims pending or, to
Vendor's knowledge, threatened by any Government Authority against the
Corporation or any Subsidiary in respect of Taxes.
(B)
EXCEPT AS PROVIDED IN SCHEDULE 4.19(A) AND SCHEDULE 4.19(H),
NEITHER THE CORPORATION NOR ANY SUBSIDIARY HAS ENTERED INTO ANY AGREEMENT,
WAIVER OR OTHER ARRANGEMENT WITH ANY GOVERNMENT AUTHORITY RESPECTING TAXES
PAYABLE BY THEM OR TAX RETURNS REQUIRED TO BE FILED BY THEM.
(C)
THE CORPORATION AND EACH OF THE CORPORATE SUBSIDIARIES ARE TAXABLE
CANADIAN CORPORATIONS (AS DEFINED IN THE TAX ACT); AND EACH OF THE PARTNERSHIP
SUBSIDIARIES IS A CANADIAN PARTNERSHIP (AS DEFINED IN THE TAX ACT) EXCEPT FOR
TETHYS ENERGY PARTNERSHIP AND BENNETT ENERGY.
(D)
THE CORPORATION AND EACH OF THE SUBSIDIARIES ARE DULY REGISTERED
UNDER SUBDIVISION (D) OF DIVISION V OF PART IX OF THE EXCISE TAX ACT (CANADA)
WITH RESPECT TO THE GOODS AND SERVICES TAX.
(E)
EXCEPT AS PROVIDED IN SCHEDULE 4.19(A), THERE ARE NO MATTERS UNDER
AUDIT OR APPEAL WITH ANY GOVERNMENT AUTHORITY RELATING TO TAXES OF THE
CORPORATION OR ANY OF THE SUBSIDIARIES.
(F)
NONE OF SECTION 78, 80, 80.01, 80.02, 80.03 OR 80.04 OF THE TAX
ACT OR ANY EQUIVALENT PROVISION OF THE TAX LEGISLATION OF ANY OF THE PROVINCES
OR ANY OTHER JURISDICTION, HAVE APPLIED OR WILL APPLY TO ANY OF THE CORPORATION
OR THE SUBSIDIARIES AT ANY TIME UP TO AND INCLUDING THE CLOSING DATE.
(G)
NONE OF THE CORPORATIONS OR THE SUBSIDIARIES HAS ACQUIRED PROPERTY
FROM A NON-ARM'S LENGTH PERSON, WITHIN THE MEANING OF THE TAX ACT, FOR
CONSIDERATION, THE VALUE OF WHICH IS
30
LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY ACQUIRED IN CIRCUMSTANCES WHICH
WOULD SUBJECT IT TO A LIABILITY UNDER SECTION 160 OF THE TAX ACT.
(H)
FOR ALL TRANSACTIONS BETWEEN ANY OF THE CORPORATION AND THE
SUBSIDIARIES AND ANY NON-RESIDENT PERSON WITH WHOM ANY OF THEM WAS NOT DEALING
AT ARM'S LENGTH DURING A TAXATION YEAR ENDING ON OR BEFORE THE CLOSING DATE,
EACH HAS MADE OR OBTAINED RECORDS OR DOCUMENTS THAT MEET THE REQUIREMENTS OF
PARAGRAPHS 247(4)(A) TO (C) OF THE TAX ACT.
(I)
THE TAXATION YEAR END OF EACH OF THE CORPORATION AND THE
CORPORATE SUBSIDIARIES IS AS FOLLOWS WITH RESPECT TO:
(I)
THE CORPORATION, DECEMBER 31;
(II)
NORTHROCK ENERGY LTD., DECEMBER