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.), c.1, as amended; "arm's length" has the meaning ascribed by section 251; "Back-to-Back Currency Hedging Transaction" means a contract between CanULC and A-Co for the forward purchase or sale of USD, fixing the amount of CAD to be paid or received in respect of USD at a future date, where the amount of CAD to be paid or received under the contract is determined pursuant to a Currency Hedging Transaction between CanULC and either B-Co1 or B-Co2; "B-Co1" XXXXXXXXXX; "B-Co2" XXXXXXXXXX; "CAD" means the currency of Canada; "Canadian tax results" has the meaning ascribed by subsection 261(1); "CanULC" means XXXXXXXXXX; "Commodity" or "Commodities" means XXXXXXXXXX; "Commodity Contract" means a contract for the purchase or sale of a Commodity with delivery at a date subsequent to the date of contract execution; "Country A" means the XXXXXXXXXX; "Country A Treaty" means the Convention between Canada and XXXXXXXXXX; "Country B" means XXXXXXXXXX; "Country B Treaty" means the Convention between Canada and XXXXXXXXXX; "CRA" means the Canada Revenue Agency; "Currency Hedging Transaction" means a contract for the forward purchase or sale of CAD, fixing the amount of USD to be paid or received in respect of CAD at a future date; "Existing Back-to-Back Currency Hedging Transaction" means any Back-to-Back Currency Hedging Transaction described in paragraph 27 that was entered into by CanULC prior to the Transition Day, and that was unsettled as of the close of the day that was immediately before the Transition Day; "Existing Currency Hedging Transaction" means any Currency Hedging Transaction described in paragraphs 25 or 26 that was entered into by CanULC prior to the Transition Day, and that was unsettled as of the close of the day that was immediately before the Transition Day; "Future Back-to-Back Currency Hedging Transaction" means any Back-to-Back Currency Hedging Transaction described in paragraph 35 that was entered into by CanULC on or after the Transition Day; "Future Currency Hedging Transaction" means any Currency Hedging Transaction described in paragraphs 33 or 34 that was entered into by CanULC on or after the Transition Day; "IFA" means an internal financing arrangement specifying legal and financial terms for deposits and borrowing between entities within the Pubco Group; XXXXXXXXXX; "Pubco" means XXXXXXXXXX; "Pubco Group" means Pubco and any or all of its subsidiary companies; "related persons" has the meaning ascribed by subsection 251(2); "tax reporting currency" has the meaning ascribed by subsection 261(1); "taxable Canadian corporation" has the meaning ascribed by subsection 89(1); "Transition Day" means XXXXXXXXXX; and "USD" means the currency of United States of America. ...

Definitions Unless otherwise stated, the terms and conditions used herein are defined as follows: "ACB" means adjusted cost base, as defined in section 54; "Acquiror" means XXXXXXXXXX; "Acquisition" means the acquisition by Bidco of all of the issued and outstanding shares of the Corporation held by the Public; XXXXXXXXXX; "Bidco" means a wholly owned Canadian subsidiary of the Acquiror; "CFC" means controlled foreign company; "Circular Shareholdings" means the Common Shares held collectively by the Corporate Group; "Class A Shares" means the issued and outstanding common shares to be issued to the public shareholders of the Corporation in the course of the Proposed Transactions; "Common Shares" means the current issued and outstanding common shares of the Corporation; "Corporate Group" means Sub 1, Sub 2 and Sub 3 collectively; "Corporation" means XXXXXXXXXX, having its address at XXXXXXXXXX; "FAPI" means foreign accrual property income, as defined by subsection 95(1); "First Exchange" means the XXXXXXXXXX Stock Exchange; "First Treaty" means the Canada-XXXXXXXXXX Income Tax Convention; "FMV" means fair market value; "Management" means the management of the Corporation; "Proposed Transactions" means the proposed transactions described under "Proposed Transactions" in this ruling; "Public" means the Canadian resident and non-resident shareholders of the Corporation, other than the Corporate Group, who collectively hold approximately XXXXXXXXXX % of the Common Shares; "PUC" means paid-up capital, as defined in subsection 89(1); "Second Exchange" means the XXXXXXXXXX Stock Exchange; "Second Treaty" means the Canada-XXXXXXXXXX Income Tax Convention; "Sub 1" means XXXXXXXXXX, a company formed under the laws of XXXXXXXXXX that is a resident of XXXXXXXXXX for Canadian and XXXXXXXXXX tax purposes; "Sub 2" means XXXXXXXXXX, a company formed under the laws of XXXXXXXXXX that is a resident of XXXXXXXXXX for Canadian and XXXXXXXXXX tax purposes; "Sub 3" means XXXXXXXXXX, a company formed under the laws of XXXXXXXXXX that is resident in XXXXXXXXXX for Canadian and XXXXXXXXXX tax purposes; and "TCP" means taxable Canadian property, as defined in subsection 248(1). ...

b) Clauses permettant d'établir la JVM des actions et bien substitué Certaines clauses d'une convention d'achat/vente d'actions d'une société causent des incertitudes quant à la disponibilité de la majoration du coût fiscal en vertu des alinéas 88(1)c) et d) L.I.R. ... Nous comprenons que l'ARC accepte tout de même d'appliquer ce raisonnement à tout autre type de clause ou de convention qui vise directement ou indirectement à établir la JVM des actions de la filiale (par exemple des clauses restrictives de non-concurrence, des clauses d'indemnités,...). ...

Dans ce dossier, le capital déclaré des actions est égal au principal et à la valeur nominale des débentures, ce qui confirme que le montant du remboursement correspond au principal et à la valeur nominale des débentures tel qu'ils sont établis par la convention de débentures. ... Le paragraphe 25(1) de la LCSA prévoit que " sous réserve des statuts, des règlements administratifs et de toute convention unanime des actionnaires et de l'article 28, les administrateurs peuvent déterminer la date des émissions d'actions, les personnes qui peuvent souscrire et l'apport qu'elles doivent fournir ". ...

.), as amended as at the date hereof, and unless otherwise stated every reference herein to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act; (b) "adjusted cost base" has the meaning assigned by section 54; (c) "capital gain" has the meaning assigned by section 39; (d) "capital property" has the meaning assigned by section 54; (e) "cost amount" has the meaning assigned by subsection 248(1); (f) "fair market value" means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale; (g) "fiscal period" has the meaning assigned by subsection 249.1(1); (h) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (i) "net capital loss" has the meaning assigned by subsection 111(8); (j) "paid-up capital" has the meaning assigned by subsection 89(1); (k) "Paragraph" means a numbered paragraph in this letter; (l) "public corporation" has the meaning assigned by subsection 89(1); (m) "specified financial institution" has the meaning assigned by subsection 248(1); (n) "specified shareholder" has the meaning assigned by subsection 248(1); (o) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (p) "Treaty" means the Convention as defined in paragraph 2 of the Canada-Netherlands Income Tax Convention Act, 1986; and (q) "wholly owned corporation" has the meaning assigned by subsection 85(1.3). ...

CONVENTION DE VENTE ET DE RELOCATION Suivant cette solution, la SCA prend possession de la terre agricole puis la loue à son ancien propriétaire pour une période précise. ... TRAITEMENT FISCAL Le paiement fait par Agriculture Canada qui s'applique à une convention de vente et de relocation n'a généralement aucune incidence sur le revenu net de l'agriculteur puisque son inclusion dans le revenu serait compensée par une déduction correspondante des charges locatives. ...

Le projet de convention unanime des actionnaires de Société C prévoit que Entité D et chacun de ses établissement affiliés seront représentés au conseil d'administration de Société C. 12. ... En vertu de l'articleXXXXXXXXXX de la convention de Société en commandite A, Entité A s'est engagé à présenter à Société en commandite B toute nouvelle propriété intellectuelle qui lui sera divulguée par ses chercheurs et à transférer à Société en commandite A, toute propriété intellectuelle retenue par Société en commandite B pour fins de valorisation et de commercialisation. 15. ...

(ii) Whether Article XIII of the Canada-United States Income Tax Convention is applicable where the gain arose as a result of the application of subsection 40(3) of the Income Tax Act (the "Act")? ... Definitions In this letter the following terms have the meanings specified: (a) "Act" means the Income Tax Act R.S.C. 1985 c.1 (5th Supp.), as amended to the date hereof, and unless otherwise stated, every reference herein to a Part, section, subsection, paragraph or subparagraph is a reference to the relevant provisions of the Act; (b) "adjusted cost base" has the meaning assigned by section 54; (c) "Cansub#1'' means XXXXXXXXXX; (d) "Cansub#2'' means XXXXXXXXXX; (e) "Cansub#3'' means XXXXXXXXXX; (f) "Financeco'' means XXXXXXXXXX; (g) "Gco'' means XXXXXXXXXX; (h) "OP'' means XXXXXXXXXX; (i) "paid-up capital" has the meaning assigned by subsection 89(1); (j) "public corporation" has the meaning assigned by subsection 89(1); (k) "Regulations" means Income Tax Regulations, Consolidated as of December 31, 1977; (l) "Rco" means XXXXXXXXXX; (m) "subsidiary wholly-owned corporation'' has the meaning assigned by subsection 248(1); (n) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (o) "Treaty'' means the Canada-United States Income Tax Convention (1980), as amended by subsequent protocols; (p) "USD'' means U.S. dollars; (q) "USHoldco'' means XXXXXXXXXX; (r) "USParentco'' means XXXXXXXXXX, a corporation incorporated in the U.S. ...

Holdco is a foreign affiliate and a controlled foreign affiliate of Pubco, and is resident in the United States for the purposes of the Act and the Canada-United States Income Tax Convention (the "US Treaty"). ... Target is a foreign affiliate and a controlled foreign affiliate of Pubco, and is resident in XXXXXXXXXX for the purposes of the Act and the Canada-XXXXXXXXXX Income Tax Convention (the "XXXXXXXXXX Treaty"). ...

Income Tax Convention ("Treaty") and the submission made in this regard by the taxpayer's representative in his memorandum dated August 18, 2003. ... Functional and Factual Analysis For purposes of attributing profits to a permanent establishment in accordance with Article 7 of the OECD Model Convention or Article VII of the Canada-US treaty, it is necessary to determine the business profits of the permanent establishment which it might be expected to make if it were a distinct and separate person engaged in the same or similar activities under the same or similar conditions and dealing wholly independently with the corporation of which it is a permanent establishment and with any other person related to the corporation (within the meaning of paragraph 2 of Article IX). ...