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Under the agreement, for consideration at FMV, BCo undertakes to have the Production XXXXXXXXXX Canadian Broadcaster within XXXXXXXXXX that begins at the earliest time after the Production is completed that it is commercially exploitable. ii) An agreement with Master Distributor wherein Prodco grants to Master Distributor, for exploitation in all languages throughout XXXXXXXXXX, for a period commencing on the date of entering into the agreement and ending XXXXXXXXXX years from delivery of the Production, the exclusive right to exhibit, distribute and license the exhibition and distribution of the Production XXXXXXXXXX. ...

With respect to the efficiency and repatriation considerations, following the Salesco Share Redemption and the Opco2 Share Redemption, a larger proportion of future income earned by Salesco and Opco2 can be distributed directly to Parentco with the result that U.S. corporate income and withholding tax will be mitigated on funds ultimately repatriated from Canada. ...

The Lossco Class B Preferred Shares which will be issued as described in paragraph 20 above, will not be at any time during the implementation of the proposed transactions described in paragraphs 16 to 25 above: a. the subject of any undertaking that is referred to in subsection 112(2.2) as a "guarantee agreement"; b. the subject of a dividend rental arrangement; c. the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or d. issued for consideration that is or includes: i. an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or ii. any right of the type described in subparagraph 112(2.4)(b)(ii). 27. ...

The Issued Newco Preferred Shares will not be, at any time during the implementation of the proposed transactions described herein: (1) the subject of any undertaking that is referred to in subsection 112(2.2) of the Act as a "guarantee agreement"; (2) the subject of a dividend rental arrangement as that term is defined in subsection 248(1) of the Act; (3) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (4) issued for consideration that is or includes: (a) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (b) any right of the type described in subparagraph 112(2.4)(b)(ii). 19. ...

The Lossco Preferred Shares which will be issued as described in 15 above, will not, at any time during the implementation of the Proposed Transactions described in 12 to 19 above, be: (a) the subject of any undertaking that is referred to in XXXXXXXXXX; (b) the subject of a dividend rental arrangement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 22. ...

X in consideration of common shares of the capital stock of Gesco. Whether paragraphs 85(1)(e.2) and 110.6(7)(b) would apply in the particular situation. ...

If the amounts represent consideration for services rendered by the limited partner, the amounts could be included in the limited partner's business income as long as the services are rendered in the course of a business that is separate from the partnership's business. ...

Furthermore the consideration for which any of the shares are issued will not include an obligation of an unrelated investor to make payments, any portion of which would be required to be included in computing the income of the issuer nor will it include any right to receive payments or property that may revert to the investor. 13. ...

The Lossco Preferred Shares which will be issued as described in 15 above, will not, at any time during the implementation of the Proposed Transactions described in 12 to 18 above, be: (a) the subject of any undertaking that is referred to in XXXXXXXXXX; (b) the subject of a dividend rental arrangement (and nor will any of the dividends paid on the Lossco Preferred Shares in the course of the Proposed Transactions be received as part of a dividend rental arrangement); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration (nor will Lossco receive any other property, directly or indirectly, from an investor or any property substituted therefor) that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that would be related to Lossco (if the Act were read without reference to paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 22. ...

RealLPGPCo will acquire its XXXXXXXXXX% general partnership interest in RealLP for cash consideration. 12. ...