CRA provides a net asset butterfly ruling that an indemnity neutralizes the assumption of liabilities by the transferee corporation.

In a net asset split-up butterfly, the assets to be transferred to the transferee corporation were first rolled down to a Newco by the distributing corporation in consideration for shares and the assumption of liabilities, with Newco then being transferred (through several steps) to the transferee corporation.  CRA ruled that the net asset value of Newco was not reduced by the assumed liabilities to the extent that the distributing corporation agreed to indemnify Newco for such assumed liabilities.

Neal Armstrong.  Summary of 2012 Ruling 2011-0425441R3 under s. 55(1).