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XXXXXXXXXX The XXXXXXXXXX Partnership will be responsible for expenses related to the XXXXXXXXXX Services that form part of the XXXXXXXXXX Services budget (the "XXXXXXXXXX Expenses"), including any reimbursements (the "XXXXXXXXXX ") of amounts expended by the XXXXXXXXXX on account of the XXXXXXXXXX Fee (as described in Paragraph 38). ... Aco will agree to pay the XXXXXXXXXX Facilitator a Product Procurement Facilitation Fee equal to approximately XXXXXXXXXX % of the XXXXXXXXXX Expenses. ...

The authorized, issued and outstanding share capital of DC consists of: (a) XXXXXXXXXX Class A voting common shares (the "DC Class A Common Shares"), of which (I) XXXXXXXXXX shares are owned by a trust (the "Trust"); and (II) XXXXXXXXXX shares are owned by XXXXXXXXXX ("Individual A"); and (b) XXXXXXXXXX Class B non-voting, redeemable and XXXXXXXXXX % non-cumulative dividend preferred shares (the "DC Class B Preferred Shares") having an aggregate PUC and redemption amounts of $XXXXXXXXXX which are all owned by the Trust. ... Immediately after the share subscriptions described in paragraph 7 above and the share exchanges described in this paragraph, the FMV of each DC shareholder's shares of the capital stock of Newco will be equal to or approximate the amount determined by the formula, on the assumption that Individual A and the Trust are participants, DC is the distributing corporation and Newco is the acquiror, (A x B) + D C as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). ...

The issued and outstanding capital of Holdco2 consists of: (a) XXXXXXXXXX Class A non-voting, redeemable, retractable and XXXXXXXXXX % non-cumulative dividend preference shares (Holdco2 Class A Preference Shares") having a redemption and retraction amount of $XXXXXXXXXX each; and (b) XXXXXXXXXX common shares ("Holdco2 Common Shares"), all of which are owned by Individual A. ... The issued and outstanding capital of Subco1 consists of: (a) XXXXXXXXXX Class B voting, redeemable and XXXXXXXXXX % non-cumulative dividend special shares ("Subco1 Class B Special Shares") having a redemption amount equal to their issue price of $XXXXXXXXXX each; and (b) XXXXXXXXXX common shares ("Subco1 Common Shares"), all of which are owned by Holdco1. ...

The elected amount will be equal to the fair market value of the XXXXXXXXXX common shares of Exchangeco, being $ XXXXXXXXXX. ... The elected amount will be equal to the fair market value and the adjusted cost base of the XXXXXXXXXX common shares of Exchangeco, being $ XXXXXXXXXX. 16. ...

The consolidated balance sheet of XXXXXXXXXX/Aco as at XXXXXXXXXX indicates that XXXXXXXXXX/Aco has the following assets: Cash and Cash Equivalents $ XXXXXXXXXX Receivables- XXXXXXXXXX XXXXXXXXXX Notes receivable XXXXXXXXXX Prepaid expenses XXXXXXXXXX XXXXXXXXXX Income producing property and equipment XXXXXXXXXX Other assets XXXXXXXXXX $ XXXXXXXXXX The sole liabilities of XXXXXXXXXX/Aco consist of accounts payable of $XXXXXXXXXX and a mortgage payable of $XXXXXXXXXX, for total liabilities of $XXXXXXXXXX. ...

Such holdings are as follows: Shares Common Preferred Shareholder Number % Number xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx xxxxxxxxxx 4. ... Quarterly payments are due of $XXXXXXXXXX plus xxxxxxxxxx % interest, with the mortgage maturing in xxxxxxxxxx; ii) From XXXXXXXXXX, on account of the sale of ACO's interest inXXXXXXXXXX. ...

The aggregate FMV, immediately before the transfer of the Newsub Common Shares by Canco to TSub described in Paragraph 80, of the common shares of TCo owned by Forco will be equal to or approximate the amount determined by the formula, on the assumption that Forco is the participant, Canco is the distributing corporation and TCo is the acquiror, (A × B/C) + D as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). 73. ...

The aggregate FMV, immediately before the DC Transfer 2, of the Foreign Spinco common shares owned by Foreign Parentco will be equal to or approximate the amount determined by the following formula, on the assumption that Foreign Parentco is the participant, DC is the distributing corporation and Foreign Spinco is the acquiror, (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). ...

Immediately following the DC Transfers, the FMV of each type of property transferred to each of Son Newco and Daughter Newco will be equal to or approximate the proportion determined by the formula: A * B / C Where: A is the FMV, immediately before the DC Transfers, of all property of that type owned at that time by DC; B is the aggregate FMV, immediately before the DC Transfers, of all of the shares of the capital stock of DC, owned at that time by Sonco or Daughter Holdco, as the case may be; and C is the aggregate FMV, immediately before the DC Transfers, of all the issued and outstanding shares of the capital stock of DC. 49. ...

Partnership B does not have material property other than shares of Holdco (approximately XXXXXXXXXX % of the issued and outstanding shares of Holdco), various inter-entity receivables owing by entities in the DC Group and an interest in XXXXXXXXXX. ... In addition to its partnership interests in Partnership B and Partnership C, Subco B owns a XXXXXXXXXX partnership interest (approximately XXXXXXXXXX %) in Partnership F. 30. ... The fair market value, immediately before the transfer of Distribution Property by DC to Spinco in Paragraph 90(m), of each Participant's Spinco Common Shares, will be equal to the amount determined by the formula: (A x B/C) + D in respect of such Participant, as set out in subparagraph (b)(iii) of the definition of permitted exchange. ...