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In consideration for the transfer of the assets of XXXXXXXXXX and the issuance of the XXXXXXXXXX Note, XXXXXXXXXX will assume the liabilities of XXXXXXXXXX and will issue to XXXXXXXXXX preferred shares with a redemption amount equal to the aggregate of the fair market value of the assets transferred by XXXXXXXXXX and the XXXXXXXXXX Note less the fair market value of the liabilities assumed by XXXXXXXXXX. ...

Definitions Non-Statutory Terms In this letter unless otherwise expressly stated: (a) "XXXXXXXXXX Transactions" means the closing under the XXXXXXXXXX Agreement, the execution of the XXXXXXXXXX Agreement and the XXXXXXXXXX Agreement and any ancillary transactions; (b) "XXXXXXXXXX Agreement" means an agreement, which bears the date of XXXXXXXXXX, among XXXXXXXXXX, as amended; (c) "Dissent Rights" means the rights of holders of XXXXXXXXXX Common Shares to dissent with respect to the Plan of Arrangement, as described in XXXXXXXXXX; (d) "Dissent Compensation" means the amount and value of the consideration to which a Dissenting Shareholder is entitled as a result of having exercised Dissent Rights, as determined in accordance with XXXXXXXXXX; (e) "Dissenting Shareholder" means any holder of XXXXXXXXXX Common Shares who has the statutory right to vote on the Plan of Arrangement and the opportunity to dissent pursuant toXXXXXXXXXX and exercises such Dissent Rights; (f) "Effective Date" means the effective date of the Plan of Arrangement; (g) "XXXXXXXXXX Business" means the business of XXXXXXXXXX, or any portion of such business; (h) "XXXXXXXXXX Shares" means shares of XXXXXXXXXX which are expected to have the following terms and conditions: XXXXXXXXXX XXXXXXXXXX (i) "FMV" means fair market value, being that amount at which property would be transferred by a willing buyer to a willing seller, in an open and unrestricted market, between informed parties under no compulsion to act; (j) XXXXXXXXXX (k) XXXXXXXXXX (l) XXXXXXXXXX (m) "Paragraph" refers to a numbered paragraph in this letter; (n) "Participant" means each holder of XXXXXXXXXX Common Shares, other than a Dissenting Shareholder; (o) "Plan of Arrangement" means a plan of arrangement pursuant to XXXXXXXXXX to effect the acquisition of XXXXXXXXXX Common Shares by XXXXXXXXXX; (p) "Proposed Transactions" means the transactions described in Paragraphs 19, 20 and 21; (q) "XXXXXXXXXX Agreement" means an agreement, which bears the date of XXXXXXXXXX; (r) "XXXXXXXXXX Agreement" means an agreement, which bears the date of XXXXXXXXXX; (s) XXXXXXXXXX; (t) "XXXXXXXXXX Common Shares" means common shares in the capital of XXXXXXXXXX; (u) "XXXXXXXXXX Debenture" means a Senior Subordinated Debenture, with a principal amount of $XXXXXXXXXX, which was issued by XXXXXXXXXX, pursuant to the XXXXXXXXXX Agreement; (v) "Partnership" means XXXXXXXXXX; (w) XXXXXXXXXX; (x) XXXXXXXXXX; (y) XXXXXXXXXX; (z) XXXXXXXXXX; (aa) XXXXXXXXXX; (bb) "XXXXXXXXXX GAAP" means generally accepted accounting principles in effect XXXXXXXXXX, from time to time; (cc) XXXXXXXXXX; (dd) XXXXXXXXXX; (ee) XXXXXXXXXX; Statutory Terms In this letter unless otherwise expressly stated: (a) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended to the date hereof, and unless otherwise stated, every reference herein to a part, section, subsection, paragraph, subparagraph or clause is a reference to the relevant provision of the Act; (b) XXXXXXXXXX; (c) "ACB" means adjusted cost base as defined in section 54 and subsection 248(1); (d) "affiliated person" has the meaning assigned by subsection 251.1(1); (e) "agreed amount" has the meaning assigned by subsection 85(1); (f) "Canadian partnership" has the meaning assigned by subsection 102(1); (g) XXXXXXXXXX; (h) "capital property" has the meaning assigned by section 54; (i) "depreciable property" has the meaning assigned by subsection 248(1); (j) "eligible property" has the meaning assigned by subsection 85(1.1); (k) XXXXXXXXXX; (l) "prescribed stock exchange in Canada" has the meaning assigned by Regulation 3200; (m) XXXXXXXXXX; (n) "private corporation" has the meaning assigned in subsection 89(1); (o) "proceeds of disposition" has the meaning assigned by section 54; (p) "public corporation" has the meaning assigned in subsection 89(1); (q) "PUC" means paid-up capital as defined in subsection 89(1); (r) "Regulations" means the Income Tax Regulations (Canada); (s) "related person" has the meaning assigned in subsection 251(2); (t) "replacement property" has the meaning assigned in subsection 44(5); (u) "safe income" means income earned or realized by a corporation within the meaning of paragraph 55(5)(b); (v) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (w) "taxable dividend" has the meaning assigned by subsection 89(1). ...

XXXXXXXXXX will subscribe for a nominal amount of common shares of Newco for nominal cash consideration. ...

The shareholders of the Purchaser will not constitute a group of persons described in subclause 88(1)(c)(vi)(B)(II) on the assumption that, in applying that provision, the subsidiary is XXXXXXXXXX and the parent is the Purchaser. 21.1 The Purchaser will acquire, for cash consideration, all of the issued and outstanding shares of XXXXXXXXXX (the "Share Acquisition"), being the Class A and C Shares and the Residual Share (the “Acquired Shares”), from XXXXXXXXXX. ...

For example, consideration may be given to whether the other person assumes all the costs of maintaining the SCDE while the employee is away. 3. ...

Toutefois, lorsqu'il est raisonnable de considérer qu'un montant reçu d'une personne représente en partie la contrepartie de la prestation de services rendus, la Loi répute cette partie de la contrepartie comme ayant été payée en considération de la prestation de ces services (art. 68 de la Loi). ...

. $200,000 of the consideration re assuming the mortgage is allocated to the capital property with the remaining $100,000 allocated to the note created to accommodate the transaction. ...

Revenue is broadly defined under the OMTA as the total consideration that is received or is receivable from another person for the Ontario-produced mineral substances or processed mineral substances sold. ...

If situations arise which do not fit within the examples listed in the guidelines, we will be pleased to receive your representations in that regard so that they may be given due consideration. ...

Existe-t-il une entente entre la contribuable et la société concernant l'administration générale de l'immeuble-condo ou de location ou prévoyant que la contribuable exploiterait le bien à titre personnel en contrepartie d'un loyer ou autre considération payé à la société? ...