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Predecessor Parent acquired all of the issued and outstanding shares of Predecessor Subsidiary from an Arm’s-Length person for FMV cash consideration (approximately $XXXXXXXXXX) in XXXXXXXXXX. ... As consideration for the DC Transfer 1, Newco: (a) assumed DC’s liabilities that related to the Canadian Transferred Businesses; (b) issued a promissory note (Newco Debt) to DC, the amount of which (approximately $XXXXXXXXXX) corresponded to a portion of the DC Debt 1 that was approximately equivalent to the proportion that the aggregate FMV at that time of the Canadian Transferred Businesses was of the aggregate FMV at that time of the Canadian Transferred Businesses and the Canadian Retained Businesses, and the interest rate on which is one basis point higher than the interest rate on the corresponding DC Debt 1; and (c) issued additional Newco Common Shares to DC, having an aggregate FMV at that time equal to the amount by which the aggregate FMV at that time of the Canadian Transferred Businesses so transferred to Newco, exceeded the total amount of DC’s liabilities assumed by Newco and the Newco Debt issued by Newco to DC, as described in Paragraph 23(a) and (b), respectively. ... As consideration for the Distribution Property, TCo will: (a) with respect to the DC Receivable, assume (TCo Assumed Liability 1) a portion of the DC Debt 1, which portion will be equal to the outstanding Principal Amount of the DC Receivable; and (b) with respect to the Newco Common Shares and the DC Cash Transfer (if that transfer is required to be made): (i) assume (TCo Assumed Liability 2) a portion of the DC Current Liabilities (if required), and (ii) issue TCo Preferred Shares to DC having an aggregate FMV at that time equal to the amount by which the aggregate FMV of the Newco Common Shares transferred by DC to TCo at that time and the DC Cash Transfer (if that transfer is required to be made), exceeds the TCo Assumed Liability 2 (if any is required to be assumed), as described in Paragraph 41(b)(i). ...