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Alternatively, the issuance of a Right may be considered to be an amount distributed in respect of a Holder's capital interest in the REIT such that the fair market value thereof, if any, will be deducted from the adjusted cost base of the Holder's existing Units. ...

Waste Connections and Progressive have considered the effect of the proposed Treasury Regulations on the combined company and believe that, if adopted in the form proposed, the proposed Treasury Regulations could cause intercompany debt if it were to exceed the currently outstanding debt of Waste Connections to be treated as equity, reducing the amount of deductible interest expense available to the combined company, which could reduce the adjusted free cash flow expected in the first year following the Merger by less than 3%. ...

Canadian tax consequences Resident Holders who receive Common Shares pursuant to the spin-off will be considered to have received a taxable dividend equal to the aggregate fair market value of the Common Shares so received plus the amount of any cash received in lieu of fractional Common Shares. ...

Management is of the view that the Return of Capital can reasonably be considered to have been derived from proceeds of disposition realized by a person or partnership in which the Company has a direct or indirect interest from a transaction that occurred outside the ordinary course of business of that person or partnership and, as a result, s. 84(4.1) should not apply to deem the amount paid to holders of Restricted Voting Shares of the Return of Capital to be a dividend. ...

A deduction will be available to the extent dividends received by the Trust are considered to have been paid out of FAPI that has previously been included in the Trust’s income. ...

This should generally include income of a CFA where, throughout the period in the taxation year during which the business was carried on, the business is the leasing of property conducted principally with persons with whom the CFA deals at arm's length for purposes of the Tax Act and the CFA employs more than five employees full-time in the active conduct of the business (the "Employee Exception") and should also generally include income derived by a CFA from activities that can reasonably be considered to be directly related to active business activities carried on in a country other than Canada by another CFA (including a CFA that is considered to carry on an active business by virtue of the Employee Exception) to the extent that such income would, if it were earned by such other CFA, be included in computing amounts prescribed to be its earnings or loss from an active business carried on in a country other than Canada for purposes of the FAPI provisions of the Tax Act (the "Direct Relation Exception"). ... Foreign tax credits Taxes paid or considered to have been paid by Investment L.P.'s or SIP will be allocated pursuant to their limited partnership agreements and the Fund's allocated share will be allocated to Unitholders pursuant to the Fund limited partnership agreement. ...

A Resident Holder that exercises the Secured Noteholder Conversion Right and converts Secured Notes into New Common Shares will, provided that s. 51 applies to such conversion, be deemed not to have disposed of its Secured Notes and, accordingly, will not be considered to realize a capital gain (or a capital loss) on such conversion. Exchange of Unsecured Notes On the exchange of Unsecured Notes for New Common Shares, a Resident Holder will be considered to have disposed of its Unsecured Notes for proceeds of disposition equal to the fair market value of the New Common Shares and the fair market value of the Unsecured Noteholder's Pro Rata Portion of New Series 1 Warrants received in exchange for such Unsecured Notes. ...

UPREIT structure The REIT is considered an umbrella partnership real estate investment trust (an “UPREIT”) for U.S. federal income tax purposes. ... Under FIRPTA, such gains are considered effectively connected with a U.S. trade or business of the foreign shareholder and are taxed at the normal graduated rates applicable to U.S. ...

Upon distribution of Class A Preferred shares to Unitholders, Crombie will be considered to have disposed of such Class A Preferred shares for proceeds of disposition equal to the fair market value of such Class A Preferred shares. ... Consolidation of Units The consolidation of the Units in Steps 10 and 20 will not be considered to result in a disposition of Units. ...

The REIT, Investment LP1 and GAR B will elect to be corporations under the Code and they each will be considered to have a permanent establishment in the U.S. ...