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DEFINITIONS In this letter, all monetary amounts are expressed in Canadian dollars unless otherwise indicated, and the following terms or expressions have the meaning specified: "Act" means the Income Tax Act R.S.C. 1985 (5th Supp.) c.1 as amended from time to time and consolidated to the date of this letter and unless otherwise expressly stated every reference herein to a part, section or subsection, paragraph or subparagraph, and clause or subclause is a reference to the relevant provision of the Act; "BCA" means the Business Corporations Act (XXXXXXXXXX); "Canadian controlled private corporation" ("CCPC") has the meaning assigned by subsection 125(7); "Contracting Professional Corporation" means a corporation that is or will be incorporated pursuant to the BCA and licensed by XXXXXXXXXX to carry on the practice of XXXXXXXXXX in the Province and engaged by the Partnership to provide Professional Services as independent contractors; "Controlling Shareholder" means an Electing Partner who will provide Professional Services to the Partnership as an employee of the particular Contracting Professional Corporation; XXXXXXXXXX "CRA" means the Canada Revenue Agency; "Electing Partner" means a Partner who elects to provide Professional Services to the Partnership through a Contracting Professional Corporation; "Fees" means the fair market value to be paid by the Partnership to a particular Contracting Professional Corporation as consideration for Professional Services rendered by the Contracting Professional Corporation; XXXXXXXXXX "Income Distribution Plan" means the agreement entered into by the Partners dated XXXXXXXXXX, which is effective as of XXXXXXXXXX, and which is deemed to form part of the Partnership Agreement. ... Provided that the amount of the Partnership income allocated to each Named Partner is reasonable, having regard to all the relevant circumstances, the sharing of the income between the Partners will not be subject to adjustment pursuant to subsection 103(1) of the Act solely as a result of the Partners being allowed, pursuant to amendments to the Partnership Agreement described herein, to incorporate a Contracting Professional Corporation and to provide all of his or her Professional Services to the Partnership through that Contracting Professional Corporation in consideration for the Fees. ...

On XXXXXXXXXX, Acquireco, directly and indirectly, acquired approximately XXXXXXXXXX % of the issued and outstanding common shares of Target pursuant to a take-over bid in consideration for cash. ... The Preferred Shares will not be the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or issued for consideration that is or includes: 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 any right of the type described in subparagraph 112(2.4)(b)(ii). 35. ...

Principal Issues: a) Before the acquisition of control of a target corporation ("Targetco"), a specified shareholder of Targetco acquires a property from Targetco for cash consideration. ... Stéphane Prud'Homme (613) 957-8975 Le 5 octobre 2007 2007-024326 ROUND TABLE ON THE FEDERAL TAXATION APFF- 2007 CONFERENCCE Question 23 Bump-up of the Tax Cost of Capital Property Following a Winding-Up- Paragraphs 88(1)(c) and (d) of the ITA a) Situation concerning the restriction in subparagraph 88(1)(c)(vi) of the ITA A specified shareholder of a corporation ("Targetco"), acquires property from the latter before its acquisition of control by a third party ("Buyerco") for cash consideration. ...

The Trust property is any and all tangible or intangible property held in the Trust from time to time, including the consideration paid by Unitholders in respect of their Units, any cash deposits, and any securities acquired by the Trust. ... The Trust property is and will remain any and all tangible or intangible property held in the Trust from time to time, including the consideration paid by Participants in respect of their Units, any cash deposits, and any securities acquired by the Trust. ...

Adjusted cost base of transferred shares determined under s. 84.1(2) will be equal to the fair market value of the non-share consideration taken back by transferor. 2. ... The Proposed Transactions were identified by the Executors after the death of X as an appropriate means of preventing double taxation, and were proposed by the Executors on or about XXXXXXXXXX for consideration by the Beneficiaries. ...

These calculations consider both the Partners' XXXXXXXXXX services, and may, for example, include consideration for time spent serving on the Executive Committee; and (d) each Partner's monthly drawings is normally determined as XXXXXXXXX % of XXXXXXXXXX of their annual gross income target, which is set by the Executive Committee in consultation with each Partner. ... Pursuant to a written agreement and in consideration for a fair market value fee, Partnership E will provide the Contracting Companies with certain supplies, personnel, facilities and equipment that are required to provide XXXXXXXXXX Services. ...

These calculations consider both the Partners' XXXXXXXXXX services, and may, for example, include consideration for time spent serving on the Executive Committee; and (d) the Partners receive bimonthly draws based on the anticipated profits of Partnership G. ... Pursuant to a written agreement and in consideration for a fair market value fee, Partnership G will provide the Contracting Companies with certain supplies, personnel, facilities and equipment that are required to provide XXXXXXXXXX Services. ...

The shareholders of Newco received shares of XXXXXXXXXX as consideration for their shares of Newco that they held immediately before the merger. 12. ... Legislation Where there has been an amalgamation of two or more corporations after May 6, 1974, subsection 87(4) of the Act provides that each shareholder of a predecessor corporation will be deemed by paragraph 87(4)(a) to have disposed of their shares of the predecessor corporation for proceeds of disposition equal to the adjusted cost base to that shareholder of such shares immediately before the amalgamation and will be deemed by paragraph 87(4)(b) to have acquired the shares of the new corporation formed on the amalgamation at an aggregate cost equal to those proceeds of disposition in those situations where the original shares were capital property to the shareholder and where the shareholder received no consideration, other than shares of the capital stock of the new corporation, for the disposition of the shares of a predecessor corporation. ...

This second line of authority declined to apply statutory and common law sale of goods rules but advocated a literal construction of the word "sale", such that any transfer of property manufactured by a taxpayer to a customer for a consideration, regardless of the nature of the contract between them, would amount to a sale within the meaning of the legislation. ... " In determining whether or not a contract is for the sale of goods, the point in time when ownership of the product passes to the customer is an important consideration. ...

As consideration therefor, Newco will issue to the Estate a non-interest bearing demand promissory note ("Newco Demand Note"), having a fair market value and principal amount equal to the adjusted cost base of the XXXXXXXXXX Holdco Common Shares to the Estate immediately before the transfer less $XXXXXXXXXX, and XXXXXXXXXX Class A common shares of Newco ("Newco Class A Shares"). ... The aggregate amount to be added to the stated capital account maintained for the Newco Class A Shares under the BCA that are issued as consideration for the XXXXXXXXXX Holdco Common Shares will be $XXXXXXXXXX. 8.1 Immediately prior to the amalgamation of Newco and Holdco described in Paragraph 9, all money held by Holdco at that time will be used to pay down Holdco's operating line of credit with the XXXXXXXXXX, such that no money will be on hand in Holdco at the time of such amalgamation. 9. ...