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Purpose of transactions [T]he main purpose of the Proposed Transactions … is to progressively place in the hands of A's heirs certain property whose FMV corresponds to the ACB resulting from the application of subsection 70(5), to the Estate, of the Holdco Shares that were acquired as a result of A's death. ...

“The borrowing capacity of Parentco and its subsidiaries significantly exceeds the maximum amount... required to complete the Proposed Transactions ….” ...

ACo will partially repay the notes referred to above (other than Note 6, which will not be repaid for a specified number of months following the commencement of the proposed transactions) in order to pay estate income tax and make specific bequests – but not so as to result in a winding-up, discontinuance or reorganization of its business. ...

The payment to a Residual Beneficiary [in 2 above] will be included in the income of a Residual Beneficiary under sections 5 and 6 of the Act in the year of receipt and will be subject to the appropriate income tax withholding …. ...

Proposed transactions The estate will transfer its Class A and Class E shares of the Corporation to a newly-incorporated corporation (“Newco” – whose voting common shares are held by it) in consideration for Class A common shares and a Newco and two non-interest-bearing notes (“Note 1” and “Note 2”), electing under s. 85(1). ...

Parentco1, 2 and 3 will transfer all of its shares of DC to Holdco on a s. 85(1) rollover basis in consideration for corresponding shares of Holdco – and similarly for Parentco2 and 3. ...

The amount of the reductions in stated capital in any given quarter of that year will not exceed 25% of the aggregate paid-up capital of the common shares of Amalco immediately following the amalgamation …. ...

For [such] purposes … the capital of Amalco attributable to the Bco-Newco Note and the XXXXXXXXXX of common shares of the capital stock of Amalco of $XXXXXXXXXX will be considered to be used by Amalco for eligible purposes for the purposes of subparagraph 20(1)(c)(i) provided that the property that will become property of Amalco on the amalgamation of Newco and Cco or the property that will be substituted therefor will be used and will continue to be used by Amalco for the purpose of gaining or producing income from its business. ...

Fund LP will transfer the Rollover Shares and Other Investments on a s. 97(2) rollover basis to a new LP (New LP – formed by General Partner LP as general partner and Fund LP as limited partner, and) in consideration for units of New LP, with similar terms to Fund LP, except that distributions are solely in proportion to the number of units held. ...

Regarding the notes that could be issued and transferred pursuant to the Right of Redemption, the ruling letter stated: It is expected that the maturity date for [such] Notes … will be XXXXXXXXXX years from the date of issuance, and in any event, will not exceed XXXXXXXXXX years from the date on which they are issued. ...