Search - contravention

" Par conséquent, le fait qu'un fiduciaire ait agit en contravention de ses devoirs et obligations à titre de fiduciaire sera sans effet quant aux conséquences fiscales découlant de son acte. ...

Citizen can recover some or all of the U.S. alternative minimum tax (the "USAMT") he or she is required to pay to the United States through a Canadian foreign tax credit (an "FTC"), notwithstanding that such tax is in contravention of the Canada-United States Income Tax Convention (the "Convention"). ...

Reasons: The amendments will not result in any contravention of the provisions. ...

The agreement provides that in the event of a violation, contravention or breach of the covenants agreed upon, each of the Subsidiaries of Target Amalco, on the one hand, considered globally, or New Pubco and its Subsidiaries, on the other hand, considered globally, as the case may be, shall pay for every such violation, contravention or breach a penalty of $XXXXXXXXXX for each day that such violation, contravention or breach continues after the end of an applicable cure period; (nnn) XXXXXXXXXX; (ooo) "Principal Shareholders" means XXXXXXXXXX, Numberco and Family Trust; (ppp) "XXXXXXXXXX Group" means the activities or divisions of Target and its Subsidiaries that XXXXXXXXXX; (qqq) "XXXXXXXXXX IP" means the intellectual property related to the XXXXXXXXXX Group; (rrr) "Profit Sharing Program" means the profit sharing program intended for certain employees of Target; (sss) "Proposed Transactions" means the transactions described in paragraphs 140 to 142 below; (ttt) "Public Corporation" has the meaning assigned by subsection 89(1); (uuu) "XXXXXXXXXX Group" means the activities or divisions of Target Amalco and its Subsidiaries that specialize in the XXXXXXXXXX; (vvv) "XXXXXXXXXX IP" means the intellectual property owned by Target Amalco and related to the XXXXXXXXXX Group; (www) "Purchase Date" means XXXXXXXXXX; (xxx) "Purchase Price" means $XXXXXXXXXX per Target Share payable in cash, for a total cash consideration on a non-diluted basis of $XXXXXXXXXX; (yyy) "Purchase Time" means XXXXXXXXXX on the Purchase Date; (zzz) "XXXXXXXXXX Agreement" means the agreement between Bidco, Buyerco and Target Amalco dated XXXXXXXXXX which contains the irrevocable undertaking from Bidco to acquire the Target Shares for a cash consideration equal to the Purchase Price, and the irrevocable undertaking from Target Amalco, on behalf of the holder of the Target Shares, to sell the Target Shares to Bidco, the whole pursuant to the attributes of the Target Shares. ... As part of the XXXXXXXXXX Agreement, the Indemnity Adjustment provides: (i) that the Subsidiaries of Target Amalco solidarily agree to assume and to be responsible for, and to indemnify and save the SpinCo Indemnified Persons harmless of and from, to the maximum extent permitted by law, any Damages suffered by, imposed upon or asserted against any of SpinCo or the SpinCo Indemnified Persons after the Carve-Out Effective Time hereof as a result of, in respect of, or connected with, or arising out of, under, or pursuant to: any violation, contravention or breach of any covenant, agreement or obligation of Target Amalco, SpinCo Holdco XXXXXXXXXX Target Amalco's Subsidiaries under or pursuant to the XXXXXXXXXX t Agreement or any transfer agreement giving effect to the XXXXXXXXXX Agreement, which, by its terms, is to be performed or fulfilled after the Carve-Out Effective Time; the operations carried on by or on behalf of Target Amalco and its Subsidiaries prior to the Carve-Out Effective Time relating to the XXXXXXXXXX Group, including product liability, product warranty or service warranty liabilities and obligations and further including any negligence by any persons in connection with such operations; Taxes of Target Amalco and its Subsidiaries (other than the Subsidiaries forming part of the Carve-Out Operations) relating to their operations prior to the Carve-Out Effective Time; any violation, contravention or breach of any covenant, agreement or obligation of Target Amalco, or of any Subsidiaries of Target Amalco which are parties thereto, under or pursuant to the Non-Competition and Non-Solicitation Agreement or an IP license agreement; and/or any reinsurance payment made by CarveOut XXXXXXXXXX to insurers with respect to claims relating to the XXXXXXXXXX Group. (ii) that New Pubco and its Subsidiaries agree to assume and to be responsible for, and to indemnify and save the Target Indemnified Persons harmless of and from, to the maximum extent permitted by law, any Damages suffered by, imposed upon or asserted against any of Target Amalco or the Target Indemnified Persons after the Carve-Out Effective Time as a result of, in respect of, or connected with, or arising out of, under, or pursuant to: any violation, contravention or breach of any covenant, agreement or obligation of Target Amalco and its Subsidiaries under or pursuant to the XXXXXXXXXX Agreement or any transfer agreement giving effect to the XXXXXXXXXX Agreement which, by its terms, is to be performed or fulfilled on or prior to the Carve-Out Effective Time and of any covenant, agreement or obligation of SpinCo, New Pubco and their Subsidiaries, whether it is to be performed or fulfilled prior to, on or after the Carve-Out Effective Time; the operations carried on by or on behalf of Target Amalco and its Subsidiaries forming part of the Carve-Out Operations prior to the Carve-Out Effective Time, relating to the Carve-Out Operations, including any product liability, product warranty or service warranty liabilities and obligations and further including any negligence by any Persons in connection with such operations; * Taxes of Subsidiaries of Target Amalco forming part of the Carve-Out Operations and relating to their operations carried on prior to the Carve-Out Effective Time; the Carve-Out Taxes in excess of $XXXXXXXXXX; misrepresentations in the disclosure relating to New Pubco or the Carve-Out Operations in the Circular or in any press release or other public disclosure document in relation to the transactions contemplated in the Support Agreement; any Damages suffered by, imposed upon or asserted against Target Amalco or its Subsidiaries in connection with the transfer to SpinCo or its Subsidiaries and the assumption by SpinCo or its Subsidiaries of all employees of the Carve-Out Operations; any violation by SpinCo or any of its Subsidiaries of any software licenses of Target Amalco in effect on or prior to the Carve-Out Closing Date; the failure of the parties to the XXXXXXXXXX Agreement to comply with any applicable bulk sales laws in respect of the transaction of purchase and sale of the assets contemplated under the XXXXXXXXXX Agreement and the transfer agreements giving effect to such agreement; any Damages suffered by, imposed upon or asserted against Target Amalco or any of its Subsidiaries in connection with any Non-Transferred Carve-Out Assets as a result of the failure of the parties to the XXXXXXXXXX Agreement to obtain consents; and/or any violation, contravention or breach of any covenant, agreement or obligation of SpinCo, or of any of its Subsidiaries which are parties thereto, under or pursuant to the Non-Competition and Non-Solicitation Agreement or the IP License Agreement. 106. ...

The imposition of the AMT, which is assessed in contravention of the Convention, does not justify Canada's accepting the payment of regular U.S. tax in excess of that required by the Convention for Canadian tax purposes. ... Furthermore, such amount represents double taxation caused by the U.S., not Canada, as the AMT is imposed by the U.S. in contravention of the Convention. ... AMT which is assessed in contravention of the Convention. (IV)A Combination of Canadian Source Income and U.S. ...

The imposition of the AMT, which is assessed in contravention of the Convention, does not justify Canada's accepting the payment of regular U.S. tax in excess of that required by the Convention for Canadian tax purposes. ... Furthermore, such amount represents double taxation caused by the U.S., not Canada, as the AMT is imposed by the U.S. in contravention of the Convention. ... AMT which is assessed in contravention of the Convention. (IV)A Combination of Canadian Source Income and U.S. ...

In the event of any failure of a limited partner to comply with such notice, or in the event that the general partner otherwise determines that a person has become a holder or beneficial owner of units in contravention of the residency restrictions, the general partner by written notice to the holder of such units (an "Affected Holder") will require the Affected Holder to sell such units to a person who does not contravene the residency provisions. ... For greater certainty the New Agreement will further provide that in the event the general partner determines that a person has become an Affected Holder of units, then the Affected Holder shall be deemed to have ceased to be a limited partner of the New Partnership in respect of its ownership of such units effective immediately prior to the date of contravention, and shall not be entitled to any New Partnership distributions and its New Partnership units shall be deemed not to be outstanding until acquired by a new holder or beneficial owner; provided that the holders of other units of the New Partnership (and beneficial owners thereof) shall not be entitled to any portion of the distributions paid in respect of any such units that have been so deemed not to be outstanding. 31. ...

The Taxpayer also raised an argument to the effect that a broad interpretation of the FAPI base erosion rules might result in a contravention of the arm’s length principle developed in the OECD Transfer Pricing Guidelines. ...

In Canada's view, the AMT rule that restricts the foreign tax credit to a maximum of 90% of the tentative minimum tax (before the credit) is in contravention of the Convention. 7 Such tax otherwise payable is generally the amount of U.S. tax shown on line 40 of Form 1040 U.S. ...

Such is the Department's administrative practice, which recognizes that the failure to withhold was not intended as a contravention of the Act. ...