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DEFINITIONS: “ACB” means the adjusted cost base as this expression is defined in section 54; “Affected Claims” has the meaning ascribed in Paragraph 5; “Affected Creditors” means the holder of an Affected Claim in respect of and to the extent of such Affected Claim; “Affected Creditor Shares” means the XXXXXXXXXX New Common Shares to be issued under the Plan to the Affected Creditors in satisfaction of their Affected Claims; “Bank Loans” has the meaning ascribed in Paragraph 5; XXXXXXXXXX XXXXXXXXXX “Cash Amount” in respect of a Cash Election Creditor means the aggregate amount of cash payable to that Cash Election Creditor in respect of a validly made Cash Election; “Cash Consideration Shares” means the New Common Shares to be issued to the Plan Sponsor and the Equity Subscribers in accordance with the Plan; “Cash Election” means an election validly made by an Affected Creditor to receive cash in lieu of Affected Creditor Shares which would otherwise be issued to them; “Cash Election Creditor” means an Affected Creditor who makes a Cash Election; “CCAA” means the Companies’ Creditors Arrangement Act (Canada); “Claim Settlement Shares” means the Affected Creditor Shares less the number of Cash Consideration Shares; XXXXXXXXXX; “Current Year Accrued Interest” has the meaning ascribed in Paragraph 5; “Elected Share Amount” in respect of a Cash Election Creditor means the aggregate number of New Common Shares which that Cash Election Creditor would have been otherwise entitled to receive under the Plan in respect of which it is entitled to receive its Cash Amount in lieu of receiving such New Common Shares; “Equity Subscribers” means those certain Affected Creditors, who, in accordance with the terms of the Plan, subscribed for New Common Shares; “Filing” means the date of the Initial Order, being XXXXXXXXXX; XXXXXXXXXX; XXXXXXXXXX; “Implementation Date” means the date on which the Plan becomes effective, as set out in the Plan; “Initial Order” means the initial Order of Court granted on XXXXXXXXXX, as amended, restated or varied from time to time; “Monitor” means XXXXXXXXXX, in its capacity as XXXXXXXXXX Monitor of the Applicants in the CCAA Proceedings; “New Common Shares” means the XXXXXXXXXX common shares in the capital of the Taxpayer to be issued pursuant to the Plan; “Notes” has the meaning ascribed in Paragraph 5; “Paragraph” refers to a numbered paragraph in this letter; “Plan” means the Plan of Compromise and Arrangement proposed by the Taxpayer pursuant to the CCAA and any amendments, restatements, modifications or supplements thereto made in accordance with the terms thereof or made at the direction of XXXXXXXXXX in the Sanction Order; “Plan Sponsor” means XXXXXXXXXX, the sponsor of the Plan; “Prior Year Accrued Interest” has the meaning ascribed in Paragraph 5; “Proposals” has the meaning ascribed in Paragraph 10: “Remaining Indebtedness” has the meaning ascribed in Paragraph 7(iv); “Sanction Order” means the order of XXXXXXXXXX sanctioning the Plan; “Share Amount” in respect of an Affected Creditor means the number of New Common Shares that such Affected Creditor would be entitled to receive under the Plan if such Affected Creditor did not make a Cash Election; “Subco” means XXXXXXXXXX, a wholly owned subsidiary of the Taxpayer; XXXXXXXXXX “Unpaid Interest” has the meaning ascribed in Paragraph 5, and includes both the Prior Year Accrued Interest and the Current Year Accrued Interest; “Wind-Up” means the wind-up of Subco into Taxpayer as described in Paragraph 7(ii). ...

The depreciable property, as defined in section 248, that was transferred to the Old Partnership was transferred for consideration equal to its fair market value (approximately $XXXXXXXXXX) and no election was filed pursuant to subsection 97(2) in respect of the transfer of the depreciable property. 3) Pubco owns all the issued and outstanding shares of GP. 4) As part of the Reorganization, Old Partnership and GP entered into a partnership agreement giving rise to the Partnership. 5) The assets of the Business were transferred to the Partnership in XXXXXXXXXX, on a partially tax-deferred basis under subsection 97(2). ... PROPOSED TRANSACTIONS 10) The directors of Pubco will authorize Pubco to and Pubco will: (a) enter into an agreement with a number of underwriters providing for the sale by the underwriters of Fund Units for cash and the remittance of that cash to the Non-Resident Shareholders, as the Fund Units may not be offered or sold in the United States; (b) exercise its Exchange Right and exchange for Fund Units some Exchangeable LP Units and GP Shares having a fair market value equal to the Reduction Amount; (c) reduce the Capital of each Class of Shares by an amount equal to the lesser of (i) the Capital of the Class of Shares, (ii) the Paid-up Capital of the Class of Shares and (iii) the proportionate share of the total Reduction Amount of the Class of Shares; (d) remit Fund Units having a fair market value equal to the aggregate of the Non-Resident Shareholder's share of the Capital Reduction to a distribution agent for the sale of such Fund Units to the underwriters in consideration for cash proceeds which will be remitted to the Non-Resident Shareholders; and (e) make one distribution to the other Shareholders of Fund Units having a fair market value equal to those shareholders' share of the Capital Reduction. ...

A Co will use the proceeds received from the Daylight Loan to invest in $XXXXXXXXXX of Preferred Shares which have an aggregate adjusted cost base, fair market value, redemption and retraction price equal to the consideration for which such shares are issued, namely, $XXXXXXXXXX ("A Co Investment"). 13. ... The A Co Investment, which will be issued as described in 12 above, will not be, at any time during the implementation of the Proposed Transactions described herein: (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); (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); or (e) a share that is issued or acquired as part of a transaction or series of transactions or events of the type described in subsection 112(2.5). 18. ...

2006 Ruling 2004-0089251R3- Freezing an estate Unedited CRA Tags 104(4) 104(5.8) Principal Issues: Whether GAAR applies to the transfer of the property of a testamentary spousal trust to a corporation as consideration for preferred shares where a non-spousal mirror trust acquires the common shares of the corporation for nominal value. ... The only consideration received by the Estate Residue Trust from Newco on that transfer will be the Class B Shares and the increase in the paid-up capital in respect of all shares of Newco as a result of the issue of the Class B Shares on that transfer will be equal to the greater of the paid-up capital and the adjusted cost base (determined subject to paragraphs 84.1(2)(a) and (a.1)) of the Shares. ...

However, Lco will not be indemnified against commercial risks and will be subject to market considerations subsequent to its acquisition of the shares of the Newcos and the proposed resale of the Pubco shares. ... ADDITIONAL INFORMATION None of the shares of the Newcos is, or will be at any time during the implementation of the Proposed Transactions: (i) the subject of any undertaking that is referred to in subsection 112(2.2) as a "guarantee agreement"; (ii) the subject of a dividend rental arrangement referred to in subsection 112(2.3), as that term is defined in subsection 248(1); (iii) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (iv) issued for consideration that is or includes: A. an obligation of the type described in subparagraph 112(2.4)(b)(i); or B. any right of the type described in subparagraph 112(2.4)(b)(ii). ...

(b) In connection with the Merger, the rights and restrictions attached to the Class A shares of Canco #1 will be amended to allow them to be issued to each of Canco #2, Canco #3 and Canco #4 as consideration for the purchase of the assets of Canco #2, Canco #3 and Canco #4 and to be immediately thereafter transferred and distributed to the Class A shareholders of Canco #2, Canco #3 and Canco #4 under the Merger redemption procedure referred to above. ... (d) As consideration for the Assets, Canco #1 will issue Class A shares (the "Merger Shares") to each of Canco #2, Canco #3 and Canco #4. ...

As consideration for the purchase of the Land, Club 2 borrowed $XXXXXXXXXX from Club 1. ... Consideration was given to seeking registered charity status for Club 2. ...

DEFINITIONS In this letter, unless otherwise expressly stated, the following terms have the meanings specified: "Account" means any account XXXXXXXXXX "Alliance Agreement" means the proposed Program Agreement contemplated by Seller 1 and AlliedCo pursuant to the terms of the Purchase Agreement; "AlliedCo" means XXXXXXXXXX; "Business" means the XXXXXXXXXX; "Buyer" means XXXXXXXXXX; "Exchange 1" means the XXXXXXXXXX Stock Exchange; "XXXXXXXXXX" means XXXXXXXXXX; "Licensing Agreement" means an agreement pursuant to which AlliedCo will receive a license to use certain Seller 1 trademarks XXXXXXXXXX in connection with the activities governed by the Alliance Agreement; "Management Committee" means a committee consisting of XXXXXXXXXX members, XXXXXXXXXX appointed by Seller 1 and XXXXXXXXXX AlliedCo; "XXXXXXXXXX Agreement" means an agreement governing XXXXXXXXXX operating procedures in connection with the Alliance Agreement; "Operations" means the following operations: XXXXXXXXXX "Operating Assets" means all the property that can reasonably be regarded as being necessary to be capable of carrying on the Operations, XXXXXXXXXX "Paragraph" means a numbered paragraph in this advance income tax ruling; "Pre-1972 CSOH" means pre-1972 capital surplus on hand as that expression is defined in subsection 88(2.1); "Program Agreement" means a XXXXXXXXXX agreement under the terms of which AlliedCo will become an important service supplier to Seller 1"; "Purchase Agreement" means the Purchase Agreement entered into by Seller 1 and the Buyer on XXXXXXXXXX in respect of the sale of the Operating Assets in consideration for the Purchase Price; "Purchase Price" means the amount of cash paid by the Buyer as consideration for the Operating Assets, XXXXXXXXXX; "Seller 1" means XXXXXXXXXX., a corporation XXXXXXXXXX under the Canada Business Corporations Act of XXXXXXXXXX "Seller 2" means XXXXXXXXXX "Seller 3" means XXXXXXXXXX; "Services Agreement" means the XXXXXXXXXX Services Agreement entered into by Seller 1 and Seller 2 on XXXXXXXXXX; "Shares" means the common shares of Seller 1 which are its only issued and outstanding class of shares; and "Transition Agreement" means the XXXXXXXXXX Agreement to be entered into between Seller 1 and Seller 2 and to be assigned on the sale by Seller 2 to AlliedCo. ...

Pursuant to the terms of the Consent, Assignment and Release Agreements, Opco will assign to Parent, and Parent will agree to assume, all of the SERP Obligations for no consideration. ... Opco will transfer certain of its assets, if any, that have accrued gains to Holdco for cash consideration equal to the FMV of such assets so transferred. 21. ...

(par. 4.122) The arguments raised by the Taxpayer in order for paragraph 95(2)(b) not to be applied in respect of the situation submitted are essentially driven by tax policy considerations. ... Any tax policy concern should be addressed to the DOFC for its consideration. ...