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Aco will subscribe for XXXXXXXXXX Newco Common Shares for nominal consideration of $XXXXXXXXXX. 24. ...

Each of the Opco1 Preferred Shares and the Opco2 Preferred Shares, which will be issued as described in 27 and 29 above, respectively, will not, at any time during the implementation of the Proposed Transactions, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) of the Act as a “guarantee agreement”; (b) the subject of a dividend rental arrangement as that term is defined in subsection 248(1) of the Act; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a) of the Act; or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i) of the Act, other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b) of the Act); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii) of the Act. 41. ...

As consideration for the Transfer, BCo will: (a) assume Amalco Obligations and a portion of the Amalco Certificates of Indebtedness; and (b) issue to Amalco XXXXXXXXXX BCo Membership Shares having an aggregate FMV equal to the aggregate FMV of the Business 1 Assets so transferred to BCo less the aggregate FMV of the liabilities and obligations assumed by BCo as described in Paragraph 20(a). ...

At no time during the implementation of the Loss Utilization Arrangement described in this letter will the Preferred Shares be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”, including any guarantee, covenant, or agreement to purchase the Preferred Shares and including the lending of funds to or the placing of amounts on deposit with, or on behalf of, Profitco or a specified person in relation thereto (as contemplated by subsection 112(2.2)) given to ensure that (i) any loss that Profitco or a specified person in relation thereto may sustain by reason of the ownership, holding or disposition of the Preferred Shares or any other property is limited in any respect, or (ii) Profitco or a specified person in relation thereto will derive earnings by reason of the ownership, holding or disposition of the Preferred Shares or any other property; (b) the subject of a dividend rental arrangement (nor will any of the dividends paid on the Preferred Shares in the course of the Loss Utilization Arrangement be received as part of a dividend rental arrangement); further, the Preferred Shares will not be the subject of a dividend rental arrangement pursuant to the amended definition of dividend rental arrangement in accordance with the Draft Legislation issued by the Department of Finance (Canada) on July 31, 2015, and including as described in proposed paragraphs (c) and (d) of that definition; or (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); (d) issued for consideration (nor will Profitco 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 Newco (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. ...

At no time during the implementation of the Proposed Transactions will the Lossco Preferred Shares be: (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" as contemplated in subsection 112(2.3) and as defined in subsection 248(1); (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); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 23. ...

LP employs the equivalent of more than XXXXXXXXXX employees full time, taking into consideration the services provided by the employees of FA4. ...

Definitions The following definitions have been used in this letter: (a) “Association” means the XXXXXXXXXX; (b) “BCA” means the XXXXXXXXXX Business Corporations Act; (c) “CCPC” refers to a “Canadian-controlled private corporation” as defined under subsection 125(7) of the Act; (d) “Clinic” refers to XXXXXXXXXX or XXXXXXXXXX as the context requires; (e) “College” refers to the College of Physicians and Surgeons of the Province; (f) “Contract” refers to a written agreement between any ProCorp and the Partnership which will set out the terms and conditions by which a ProCorp will provide Professional Services to the Partnership; (g) “CRA” refers to the Canada Revenue Agency; (h) “Electing Partner” means a Partner who elects to provide Professional Services to the Partnership through a ProCorp; (i) “Existing Partner” means each of, or any one of, the Medical Practitioners or the Existing PCs who is a member of the Existing Partnership, and collectively such persons are referred to as the “Existing Partners”; (j) “Existing Partnership” means XXXXXXXXXX, Business Number XXXXXXXXXX; (k) “Existing Partnership Agreement” means the signed written partnership agreement entered into by the Existing Partners on XXXXXXXXXX, and which governs the Existing Partnership; (l) “Existing PCs” refers to those corporations which are owned by Medical Practitioners and which are Existing Partners in the Existing Partnership; (m) “Fees” means the fair market value to be paid by the Partnership to a particular ProCorp as consideration for Professional Services rendered by the ProCorp under the Contract; (n) “Income” refers to the income or loss for a particular taxation year of the Partnership or Existing Partnership (as the case may be), as computed under subsection 96(1) of the Act; (o) “Medical Practitioner” means an individual who is a medical doctor registered with the College; (p) “Non-Electing Partner” means a Partner who does not elect to provide Professional Services to the Partnership through a ProCorp but who provides them directly; (q) “Non-Professional Services” means any service provided by the Partners on behalf of the Partnership, other than Professional Services, including the administrative and managerial activities currently carried on by the Partners; (r) “Paragraph” refers to a numbered paragraph in this advance income tax ruling; (s) “Partner” means each of, or any one of, the Medical Practitioners and who is or will be a member of the Partnership; (t) “Partnership Agreement” means the new written partnership agreement to be entered into by the Partners for purposes of governing the Partnership; (u) “Personal Service Business" has the meaning assigned by subsection 125(7); (v) “Practice” means the business of providing both Professional Services and Non-Professional Services; (w) “Principal” means a Medical Practitioner who controls an Existing PC; (x) “ProCorp” means a corporation that will be incorporated pursuant to the BCA and licensed by the Province to carry on the practice of medicine in the Province and will be engaged by the Partnership under a Contract to provide Professional Services as independent contractors; (y) “Professional Services” means the practice of medicine in the Province; (z) “Province” means the Province of XXXXXXXXXX; (aa) “Related Persons” has the meaning assigned by subsection 251(2); (bb) “Specified Partnership Income” has the meaning assigned by subsection 125(7); and (cc) “Taxable Canadian Corporation” or TCC” has the meaning assigned by subsection 89(1). ...

Upon the amalgamation of Canco1 and Canco2 to form Amalco, each of the New Trusts will subscribe for XXXXXXXXXX class XXXXXXXXXX common shares in the capital of Amalco in consideration for $XXXXXXXXXX. ...

Xco will use the funds received from Cco to pay down a note payable owing to its sole shareholder, XXXXXXXXXX, which note was issued by Xco in consideration for acquiring the XXXXXXXXXX companies. ...

As sole consideration for such transfer, Dco will issue a secured debenture (the "Dco Note") to Aco that will have a principal amount equal to the aggregate redemption amount of such Newco1 Preferred Shares. ...