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You have advised us that to the best of your knowledge and that of the taxpayers involved none of the issues involved in this ruling request are: (i) in an earlier return of any of the taxpayers or a related person; (ii) being considered by a tax services office ("TSO") or taxation centre ("TC") in connection with a previously filed tax return of any of the taxpayers or a related person; (iii) under objection by any of the taxpayers or a related person; (iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... In connection with the DC Sub share exchanges: (a) the aggregate of the additions to the stated capital accounts of the DC Sub New Common Shares and the DC Sub Special Shares will not exceed the paid-up capital of the DC Sub Common Shares immediately prior to the DC Sub share exchanges. ... In connection with the DC share exchanges: (a) the aggregate of the additions to the stated capital accounts of the DC New Class B Shares and the DC Special Shares will not exceed the paid-up capital of the DC Class B Shares immediately prior to the DC share exchanges. ...

To the best of your knowledge and that of each of the taxpayers, none of the issues involved in this ruling request is: 1. in an earlier return of any of the taxpayers or a related person; 2. being considered by a tax services office or taxation centre in connection with a previously filed tax return of any of the taxpayers or a related person; 3. under objection by any of the taxpayers or a related person; 4. before the courts; or 5. the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... Pursuant to the amalgamation agreement: (a) all of the property (except amounts receivable from a predecessor corporation or shares of the capital stock of a predecessor corporation) of the predecessor corporations immediately before the merger became property of DC2 by virtue of the merger; (b) all of the liabilities (except amounts payable to a predecessor corporation) of the predecessor corporations immediately before the merger became liabilities of DC2 by virtue of the merger; (c) the shares of Predecessor 1 and Predecessor 2 were cancelled without any repayment of capital in respect of those shares; and (d) shares of the capital stock of DC2 were issued to the shareholders of Predecessor 1 and Predecessor 2 in connection with the amalgamation. 47. ... A look-through approach will not be adopted in respect of its shares of US Co, because Partnership 1 and Partnership 2 have less than a XXXXXXXXXX% interest in the company, and do not otherwise have the ability to exercise significant influence over the company; (k) DC2 has more than five full-time employees in its rental business, and does not carry on a specified investment business; therefore, DC2's revenue-producing real properties and its land under development, or held for future development, as revenue-producing real properties (including DC2's interest in any such properties held directly or indirectly through various unincorporated joint ventures or tenancy in common arrangements) will be classified as business properties; (l) each of Partnership 1's and Partnership 2's revenue-producing real properties and land under development, or held for future development, as revenue-producing real properties (including their respective interests in any such properties held directly or indirectly through various unincorporated joint ventures or tenancy in common arrangements) will be classified as investment properties since (i) the rental business of Partnership 1 and Partnership 2 is carried out by the employees of DC2, (ii) Partnership 1 and Partnership 2 do not directly employ more than five full-time employees, and (iii) Partnership 1 and Partnership 2 could not reasonably be expected to require more than five full-time employees in carrying on its respective rental business; and accordingly each of Partnership 1 and Partnership 2 carry on a specified investment business; (m) each of XXXXXXXXXX Co, XXXXXXXXXX Co, XXXXXXXXXX Co, and XXXXXXXXXX do not employ more than five full-time employees, and could not reasonably be expected to require more than five full-time employees, in carrying on its respective XXXXXXXXXX business, and accordingly carry on a specified investment business; therefore, each of XXXXXXXXXX Co, XXXXXXXXXX Co, XXXXXXXXXX Co, and XXXXXXXXXX will classify its respective XXXXXXXXXX as an investment property; (n) to the extent that any revenue-producing real property owned by DC2, which has been held as capital property, is listed for sale to an arm's length party (where such property is to be disposed of regardless of the Proposed Transactions) such property will be classified as business property; (o) advances to related persons will be considered cash or near-cash property, except any amounts receivable from any corporation or partnership over which DC2 has the ability to exercise significant influence; (p) advances to employees, if any, will be considered cash or near-cash property; (q) in connection with a mortgage payable that will mature within 12 months of the date of the transfers of property described in Paragraph 100, only that part of the mortgage payable which is certain to be paid off within the succeeding twelve month period will be treated as the current portion of a long term debt; (r) demand lines of credit, other demand bank loans and short-term banker's acceptances payable, which are secured by a general assignment of book debts and by a floating debenture over certain assets of DC2, will be treated as current liabilities; and (s) rental and other deposits are considered to be liabilities for the purposes of the Proposed Transactions to the extent that the amount of such deposits gives rise to a legal obligation to repay such amount, should the amounts not be offset against future rental or other liabilities of the particular tenant. 98. ...

You have advised us that to the best of your knowledge and that of the taxpayers involved none of the issues involved in this ruling request are: (i) in an earlier return of any of the taxpayers or a related person; (ii) being considered by a tax services office ("TSO") or taxation centre ("TC") in connection with a previously filed tax return of any of the taxpayers or a related person; (iii) under objection by any of the taxpayers or a related person; (iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... In connection with the DC Sub share exchanges: (a) the aggregate of the additions to the stated capital accounts of the DC Sub New Common Shares and the DC Sub Special Shares will not exceed the paid-up capital of the DC Sub Common Shares immediately prior to the DC Sub share exchanges. ... In connection with the DC share exchanges: (a) the aggregate of the additions to the stated capital accounts of the DC New Class B Shares and the DC Special Shares will not exceed the paid-up capital of the DC Class B Shares immediately prior to the DC share exchanges. ...

To the best of your knowledge, and that of the taxpayer involved, none of the issues involved in this ruling request is: (i) in a previously filed tax return of the taxpayer or a person related to the taxpayer; (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayer or a person related to the taxpayer; (iii) under objection by the taxpayer or a person related to the taxpayer; (iv) the subject of a current or completed court process involving the taxpayer or a person related to the taxpayer; or (v) the subject of an advance income ruling previously issued by the Income Tax Rulings Directorate. ... The split in short-term and long-term debt financing is XXXXXXXXXX%/XXXXXXXXXX%; and (ii) accounts payable (DC Current Liabilities) of approximately $XXXXXXXXXX (including amounts owing to related foreign corporations from the purchase of goods) and other accrued expenses incurred in connection with the Canadian Retained Businesses. ... The liabilities of Newco include: (a) accounts payable of approximately $XXXXXXXXXX (including amounts owing to related foreign corporations from the purchase of goods) and other accrued expenses incurred in connection with the Canadian Transferred Businesses, and (b) the Newco Debt of approximately $XXXXXXXXXX owing to DC, as described in Paragraph 23(b). ...

We understand that, to the best of your knowledge and that of the taxpayers involved, none of the issues involved in the requested rulings is being considered by a taxation services office or a taxation centre in connection with a tax return already filed, or is under objection or appeal. ... The amount to be specified in respect of each XXXXXXXXXX Preferred Share will (i) be pursuant to a resolution of the board of directors of XXXXXXXXXX, (ii) be expressed as a dollar amount, (iii) not be determined by a formula, and (iv) not exceed the FMV of the property received by XXXXXXXXXX in consideration for its issuance; "XXXXXXXXXX Redemption Amount" means an amount equal to the aggregate FMV of all issued and outstanding XXXXXXXX Common Shares immediately prior to the Share Exchange, multiplied by the proportion that the net FMV of the Transferred Property immediately before the Distribution is of the net FMV of all property of XXXXXXXXX immediately before the Distribution (in both cases determined using the rules and principles described in Paragraphs III.23 to Paragraph III.35), divided by the number of XXXXXXXXX Preferred Shares then outstanding; "XXXXXXXXXX Redemption Note" means the demand promissory note to be issued by XXXXXXXXXX in satisfaction of the redemption of the XXXXXXXXXX Preferred Shares, as described in Paragraph III.47, with a principal amount and FMV equal to the aggregate of the XXXXXXXXXX Redemption Amounts for all such redeemed XXXXXXXXXX Preferred Shares, with interest payable only from the date of demand for payment by the holder thereof to the date of payment of the amount owing thereunder at a rate equal to the average monthly prime rate of a Canadian chartered bank; “XXXXXXXXXX Shareholder Rights Plan” means a plan which is intended to ensure, to the extent possible, that all shareholders of XXXXXXXXXX will be treated fairly in connection with any take-over offer for XXXXXXXXXX and pursuant to which: (1) XXXXXXXXXX will distribute certain rights to its shareholders enabling them to purchase certain shares of XXXXXXXXXX; and (2) the exercise price in respect of such rights will initially be an amount which will be significantly in excess of the FMV of the shares to be acquired upon the exercise of such rights but will be reduced to an amount which will be significantly less than the FMV of such shares in the event that a take-over offer is made for XXXXXXXXXX by a person who does not comply with certain provisions of the plan in relation to such take-over offer; and includes the plan as amended, from time to time, and any other similar plan which may be substituted for this plan; "XXXXXXXXXX Stock Options" means stock options which constitute rights under agreements referred to under either of subsections 7(1) or (1.1) to acquire XXXXXXXXXX Common Shares and which have been granted to persons who were, at the time of the grant, employees of XXXXXXXXXX or any corporation which did not deal at arm’s-length with XXXXXXXXXX at such time, as described in Schedule B; “XXXXXXXXXX SUB1" means a corporation to be incorporated under the XXXXXXXXXX, as described in Paragraph III.10; “XXXXXXXXXX SUB2" means a corporation to be incorporated under the XXXXXXXXXX, as described in Paragraph III.11; "XXXXXXXXXX Voting Common Shares" means fully participating and voting common shares of XXXXXXXXXX immediately after the amendment of the Articles of XXXXXXXXXX, as described in Paragraph III.22; XXXXXXXXXX; "Transaction Date" means the date referred to in Paragraph III.12; "transferee corporation" has the meaning assigned by subsection 55(1); "Transferred Property" means the property which is to be transferred by XXXXXXXXXX to NEWCO on the Distribution in exchange for the assumption by NEWCO of a portion of the Assumed Liabilities and the issuance by NEWCO of the NEWCO Preferred Shares, as described in Paragraphs III.42 and III.43; "Treaty" means XXXXXXXXXX; XXXXXXXXXX; XXXXXXXXXX; "XXXXXXXXXX Non-Voting Common Shares" means the XXXXXXXXXX outstanding non-voting, fully participating non-voting common shares in XXXXXXXXXX; XXXXXXXXXX; "XXXXXXXXXX Preferred Shares" means the XXXXXXXXXX outstanding non-dividend-paying shares in XXXXXXXXXX which entitle the holders thereof to one vote per share and to receive on the liquidation, dissolution or winding-up of XXXXXXXXXX one dollar per share, rateably with the holders of the XXXXXXXXXX Non-Voting Common Shares; and XXXXXXXXXX. ... V.6 The purpose of the XXXXXXXXXX Shareholder Rights Plan is to ensure, to the extent possible, that all shareholders of XXXXXXXXXX will be treated fairly in connection with any take-over offer for XXXXXXXXXX V.7 The purpose of the restructuring of the XXXXXXXXXX Bank Debt is to facilitate the assumption of that component of the Assumed Liabilities by NEWCO, and thereafter by NEWCO SUB, having regard to presently existing contractual limitations which would prevent such assumption. ...

You have advised us that to the best of your knowledge and that of the taxpayers involved none of the issues involved in this ruling request are: (i) in an earlier return of the taxpayer or a related person; (ii) being considered by a tax services office ("TSO") or taxation centre ("TC") in connection with a previously filed tax return of the taxpayers or a related person; (iii) under objection by the taxpayers or a related person; (iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; or (v) the subject of a ruling previously issued by the Income Tax Rulings Directorate. ... The employees employed in respect of the Segment3 and Segment2 operations will become employees of Forsub1 and Forsub4, respectively, in connection with the transfer of assets. ... In connection with the winding-up of Subco, Subco will distribute all of its property to SpinCo, including all of Subco's common shares in the capital of Newco1, and all the liabilities and obligations of Subco will be assumed by SpinCo, including the liability of Subco under the Subco Promissory Note. ...

We also acknowledge the information provided in subsequent correspondence and during our various telephone conversations in connection with your request. You have advised that to the best of the knowledge of the responsible officers of each of the Applicants and yourselves, none of the issues involved in this Ruling: is in an earlier tax return of any of the Applicants or a related person; (i) is being considered by a tax services office or taxation centre in connection with a previously filed tax return or of any of the Applicants or a related person; (ii) is under objection by any of the Applicants or a related person; (iii) is before the courts; or (iv) is the subject of a ruling previously issued by the Income Tax Rulings Directorate of Canada Customs and Revenue Agency ("CCRA") You have advised that to the best of the knowledge of the responsible officers of each of the Applicants, the Proposed Transactions will not have any impact on existing outstanding tax liabilities, if any, of any of the Applicants. ... Opco, formerly a public corporation, elected in connection with the Plan of Arrangement to no longer be a public corporation pursuant to subparagraph (c)(i) of the definition of "public corporation" in subsection 89(1). 9. ...

We acknowledge your letters of XXXXXXXXXX and our telephone conversations in connection herewith. To the best of your knowledge, and that of the taxpayers named herein, none of the issues involved in this advance income tax ruling request is under objection or appeal or is being considered by any tax services office or taxation centre of the Canada Customs and Revenue Agency in connection with any income tax return already filed. ... The plan is intended to ensure, to the extent possible, that all shareholders of XXXXXXXXXX/Aco would be treated fairly in connection with any take-over offer (as defined under the plan) for XXXXXXXXXX/Aco. ...

To the best of your knowledge and that of Taxpayers, none of the issues involved in the ruling request is: i. in an earlier return of any of the Taxpayers or a related person; ii. being considered by a tax services office or a tax centre in connection with a tax return already filed by any of the Taxpayers or a related person; iii. under objection by any of the Taxpayers or a related person; iv. before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; and v. the subject of a ruling previously issued by the Directorate to any of the Taxpayers or a related person. ...