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Si au lieu de conclure un contrat de franchise, le franchiseur conclut une convention de développement en vertu de laquelle Novelco aurait le mandat d'acheter ou de construire les immeubles pour les louer au franchiseur. En vertu de la convention, Novelco aurait la faculté de refuser de construire sur un site donné. Les conditions normales de défaut se retrouveraient dans la convention et les loyers seraient établis selon les conditions du marché. ...

Il n’y a aucun mécanisme de prévu dans une convention quelconque décrivant l’utilisation du produit d’une police qui serait reçu par CCO par suite du décès d’un assuré. 13. ... Une convention unanime entre actionnaires sera conclue entre les actionnaires de FUCO. Cette convention stipulera entre autres que le rachat des actions de catégorie D du capital-actions de FUCO au décès d’un détenteur sera financé en partie avec la prestation de décès payable en vertu de la Police du détenteur décédé dont FUCO est bénéficiaire. ...

Tout ce que peuvent faire les parties parfois est de couvrir l'irrégularité du contrat par un nouveau contrat, dit de réfection, ou une nouvelle convention. ...

C-44; "CRA" means the Canada Revenue Agency; "Canada-US Treaty" means the Canada-United States Tax Convention (1980), as amended; "Completed Transactions" means the completed transactions described in Paragraphs 7 through 32; "Contingent Payments" means the contingent payments as described in Paragraph 25; "disregarded entity" means, for US federal tax purposes, an entity that is disregarded as separate from its owner. ...

That neither Section 10(1)(c) of the Income Tax Act nor Article V of the Tax Convention exempts earnings of the appellant from managing or agency or stevedoring services which it renders in Canada to other corporations. 2. ...

Les Régimes ne constitueront pas une convention de retraite au sens du paragraphe 248(1). ...

For the purposes of the Canada- United States Tax Convention (1980), the value of the shares of Amalco, both before and immediately following the Distributions, will not be derived principally from real property situated in Canada. ...

With regard to the purchase by Pubco 1 of existing Pubco 1 Common Shares from a Dissenting Shareholder as described in Paragraph 7: (a) subject to the application of subsection 55(2), Pubco 1 will be deemed by paragraph 84(3)(a) to have paid, and the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received, a dividend equal to the amount, if any, by which any payment from Pubco 1 to the Dissenting Shareholder (exclusive of any interest awarded by the court) in respect of the purchase of such Dissenting Shareholder's Pubco 1 Common Shares exceeds the amount of paid-up capital attributable to such shares immediately before their purchase; (b) the amount of any such dividend will be included in computing such Dissenting Shareholder's income under subsection 82(1) and paragraph 12(1)(j); and (c) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require Pubco 1 to withhold and remit 25% of the amount of each such dividend deemed to have been paid to a Dissenting Shareholder who does not reside in Canada. ...

Definitions: (a) XXXXXXXXXX; (b) "Act" means the Income Tax Act (Canada) and the regulations thereto, as amended, and unless otherwise stated, every reference herein to a part, division, subdivision, section, subsection, paragraph, subparagraph or clause is a reference to the corresponding provision of the Act; (c) "affiliated" has the meaning described in section 251.1 of the Act; (d) "Aggregate Settlement Payment" means the Canadian dollar denominated payment which XXXXXXXXXX Co will pay to NR Subco pursuant to the Swap Termination Agreement, and which will include the Notional Principal Commutation Payment and the Periodic Commutation Payment, on the basis described in 24 below; (e) "arm's length" has the meaning assigned by section 251 of the Act; (f) "avoidance transaction" has the meaning assigned by subsection 245(3) of the Act; (g) "Code" means the Internal Revenue Code (United States) and the regulations promulgated thereunder, as amended; (h) "CRA" means the Canada Revenue Agency, (i) "DCL Regulations" the regulations which have been recently promulgated by the US Treasury and Internal Revenue Service under section 1503(d) of the Code addressing dual consolidated losses; (j) "Debt Assumption XXXXXXXXXX Co Agreement" means the agreement which will be entered into between NR Subco and, pursuant to which NR Subco will agree to assume the obligations of XXXXXXXXXX Co under the Public Notes and the Indenture, effective on the Debt Assumption Date, in exchange for a payment by XXXXXXXXXX Co to NR Subco of the Debt Assumption Payment, as described in 23 below; (k) "Debt Assumption Date" means the date that NR Subco will assume the obligations of XXXXXXXXXX Co under the Public Notes and the Indenture and XXXXXXXXXX Co will be correspondingly released and discharged, pursuant to the Debt Assumption Agreement, which date shall be immediately after the payment by XXXXXXXXXX Co of any interest accruing on the Public Notes on the next Interest Payment Date following the receipt of the Rulings; (l) "Debt Assumption Payment" means the payment which will be made by XXXXXXXXXX Co to NR Subco pursuant to the Debt Assumption Agreement, on the basis described in 23 below; (m) "FMV" means fair market value, being that amount at which property would be transferred by a willing buyer to a willing seller, in an open and unrestricted market, between informed parties under no compulsion to act; (n) "Holdco" means XXXXXXXXXX; (o) "Holdco Notes" means the two Canadian-dollar denominated interest-bearing promissory notes issued by Holdco to XXXXXXXXXX Co, to evidence monies previously borrowed by Holdco from XXXXXXXXXX Co, on the basis described in the Previous Ruling and summarized in 12 and 16 below; (p) "Holdco Preferred Shares" means Class A Preferred Shares without nominal or par value in the capital of Holdco which have limited voting rights, bear floating rate cumulative dividends and are redeemable and retractable at a fixed redemption amount of CDN$XXXXXXXXXX per share; (q) "Indenture" means the trust indenture dated as of XXXXXXXXXX between XXXXXXXXXX Co, as issuer, and XXXXXXXXXX as trustee, pursuant to which XXXXXXXXXX Co issued Public Notes with an aggregate Principal Amount of US$XXXXXXXXXX, as supplemented by the first supplemental indenture dated as of XXXXXXXXXX, pursuant to which XXXXXXXXXX Co issued further Public Notes with an aggregate Principal Amount of US$XXXXXXXXXX; (r) "Interest Payment Date" means each date that accrued interest is paid by XXXXXXXXXX Co under the Public Notes, being XXXXXXXXXX of each year; (s) "non-resident" has the meaning assigned by subsection 248(1) of the Act; (t) "Notional Principal Payments" means the amounts that XXXXXXXXXX Co and Parentco have agreed to pay, in Canadian dollars and US dollars, respectively, on the maturity date of the Public Notes pursuant to the Swap Arrangements, on the basis described in 10(b) below; (u) "Notional Principal Commutation Payment" means the amount that XXXXXXXXXX Co will pay to NR Subco pursuant to the Swap Termination Agreement, which will compensate NR Subco for not receiving net payments of Notional Principal Payments under the Swap Arrangements, on the basis described in 24(a) below; (v) "NR Subco" means XXXXXXXXXX; (w) "NR Subco-XXXXXXXXXX Co Contribution Agreements" means the two agreements between NR Subco and XXXXXXXXXX Co, pursuant to which NR Subco has agreed to make certain payments to XXXXXXXXXX Co in exchange for certain property, or shares in the capital, of XXXXXXXXXX Co, as described in 11 and 17 below; (x) "NR Subco-XXXXXXXXXX Co Subscription Agreement" means the agreement which will be entered into between NR Subco and XXXXXXXXXX Co, pursuant to which NR Subco will agree to subscribe for, and XXXXXXXXXX Co will agree to issue, XXXXXXXXXX Co Class A Shares in exchange for payment of the Subscription Price, on the basis described in 22 below; (y) XXXXXXXXXX; (z) "XXXXXXXXXX Co" means XXXXXXXXXX; (aa) "XXXXXXXXXX Co Class A Shares" means Class A common shares without nominal or par value in the capital of XXXXXXXXXX Co, which class of shares will be authorized on the basis described in 21 below; (bb) "XXXXXXXXXX Co Class A PUC Reduction Amount" means the amount by which the PUC of the issued XXXXXXXXXX Co Class A Shares will be reduced by virtue of the XXXXXXXXXX Co Class A PUC Reduction Resolution, on the basis described in 27 below; (cc) "XXXXXXXXXX Co Class A PUC Reduction Resolution" means the special resolution of the sole shareholder of XXXXXXXXXX Co to effect the reduction of the PUC of the issued XXXXXXXXXX Co Class A Shares, which is referred to in 27 below; (dd) "XXXXXXXXXX Co Loan Amount" means the amount to be loaned by NR Subco to XXXXXXXXXX Co pursuant to the XXXXXXXXXX Co-NR Subco Loan Agreement, on the basis described in 25 below; (ee) "XXXXXXXXXX Co Note" means the Canadian dollar denominated interest-bearing promissory note to be issued by XXXXXXXXXX Co to NR Subco, to evidence the monies to be borrowed by XXXXXXXXXX Co from NR Subco, on the basis described in 25 below; (ff) "XXXXXXXXXX Co NPV PUC Reduction Amount" means the amount by which the PUC of the issued XXXXXXXXXX Co NPV Shares will be reduced by virtue of the XXXXXXXXXX Co NPV PUC Reduction Resolution, on the basis described in 26 below; (gg) "XXXXXXXXXX Co NPV PUC Reduction Resolution" means the special resolution of the sole shareholder of XXXXXXXXXX Co to effect the reduction of the PUC of the issued XXXXXXXXXX Co NPV Shares, which is referred to in 26 below; (hh) "XXXXXXXXXX Co NPV Shares" means common shares without nominal or par value in the capital of XXXXXXXXXX Co; (ii) "XXXXXXXXXX Co PV Shares" means common shares with a par value of CDN$XXXXXXXXXX per share in the capital of XXXXXXXXXX Co; (jj) "XXXXXXXXXX Co thin-capitalization equity value" means the aggregate of the amounts described in subparagraph 18(4)(a)(ii) of the Act in respect of XXXXXXXXXX Co; (kk) "XXXXXXXXXX Co-NR Subco Loan Agreement" means the agreement between NR Subco and XXXXXXXXXX Co, pursuant to which NR Subco will make a loan to XXXXXXXXXX Co, on the basis described in 25 below; (ll) "Opco" means XXXXXXXXXX; (mm) "outstanding debts to specified non-residents" has the meaning assigned by subsection 18(5) of the Act; (nn) "Parentco" means XXXXXXXXXX; (oo) "Periodic Commutation Payment" means the amount that XXXXXXXXXX Co will pay to NR Subco pursuant to the Swap Termination Agreement, which will compensate NR Subco for not receiving net payments of Periodic Payments under the Swap Arrangements, on the basis described in 24(b) below; (pp) "Periodic Payments" means the periodic payments XXXXXXXXXX Co and Parentco agreed to pay, in Canadian dollars and US dollars, respectively, on each Interest Payment Date pursuant to the Swap Arrangements, on the basis described in 10(c) below; (qq) "permanent establishment" has the meaning assigned by Article V of the Treaty; (rr) "person" has the meaning assigned by subsection 248(1) of the Act; (ss) "Previous Ruling" means Advance Tax Ruling 2001-009728 dated XXXXXXXXXX, 2001, which was issued by the CRA in respect of certain of the Canadian federal income tax considerations arising from the implementation of the Previous Ruling Transactions; (tt) "Previous Ruling Transactions" means the transactions which were previously undertaken by the parties which were the subject of the Previous Ruling, and which are summarized in 8 to 13 below; (uu) "Principal Amount" means the principal amount of each Public Note, the Holdco Notes, or the XXXXXXXXXX Co Note, as the case may be, as defined in subsection 248(1) of the Act; (vv) "Proposed Transactions" means the transactions which are described in 21 to 30 below; (ww) "public corporation" has the meaning assigned by subsection 89(1) of the Act; (xx) "Public Noteholders" means the persons who hold the Public Notes; (yy) "Public Notes" means the US dollar denominated promissory notes issued by XXXXXXXXXX Co to the Public Noteholders pursuant to the Indenture, on the basis described in the Previous Ruling and summarized in 8 and 9 below; (zz) "PUC" means "paid-up capital" as that expression is defined in subsection 89(1) of the Act; (aaa) "Rulings" means the rulings which are given in this letter; (bbb) "Subscription Price" means the Canadian dollar denominated subscription price to be paid by NR Subco to acquire XXXXXXXXXX Co Class A Shares pursuant to the NR Subco-XXXXXXXXXX Co Subscription Agreement, on the basis described in 22 below; (ccc) "Swap Arrangements" means the ISDA (Multicurrency- Cross Border) Master Agreement between Parentco and XXXXXXXXXX Co, dated XXXXXXXXXX, together with the schedule related thereto dated XXXXXXXXXX and the confirmations related thereto dated XXXXXXXXXX, each as amended from time to time, pursuant to which Canadian and US dollar payments are made, on the basis described in the Previous Ruling and summarized in 10 and 18 below; (ddd) "Swap Termination Agreement" means the agreement which will be entered into between XXXXXXXXXX Co and NR Subco which will provide for the early termination of the Swap Arrangements and the close-out of the payment obligations thereunder at such time as XXXXXXXXXX Co is released and discharged from its obligations under the Public Notes and the Indenture, on the basis described in 24 below; (eee) "tax benefit" has the meaning assigned by subsection 245(1) of the Act; (fff) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (ggg) "taxation year" has the meaning assigned by subsection 249(1) of the Act; and (hhh) "Treaty" means the Canada-United States Tax Convention (1980). ...

" means a United States Qualified Subchapter "S" Corporation; "safe income on hand" in respect of a particular share of a corporation at a particular time means the portion of the unrealized gain inherent in such share of the corporation at that time that cannot reasonably be considered to be attributable to anything other than income earned or realized (as determined pursuant to subsection 55(5)), to the extent that it is on hand, by any corporation after 1971 and before the relevant safe-income determination time; "series of transactions or events" has the meaning assigned by subsection 248(10); "significant influence" has the meaning assigned by section 3050 of the CICA Handbook; "Share Exchange" has the meaning assigned in Paragraph 30 below; "Sib1" means XXXXXXXXXX, an individual resident in the United States for the purposes of the Act and the Treaty; "Sib2" means XXXXXXXXXX, an individual resident in the United States for the purposes of the Act and the Treaty; "Sib3" means XXXXXXXXXX a resident of the United States for the purposes of the Act and the Treaty; "specified class" has the meaning assigned by subsection 55(1); "specified investment business" has the meaning assigned by subsection 125(7); "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable dividend" has the meaning assigned by subsection 89(1); "TechCo" means the ULC described in Paragraph 17 below; "TechCo Butterflied Assets" means the assets described in Paragraph 33 below; "TechCo Butterfly Proportion" means the proportion that (i) the net fair market value of the business property of DC that is to be transferred to TechCo as described in Paragraph 33 below (determined on a consolidated look-through basis) immediately before the Butterfly Reorganization is of (ii) the net fair market value of all the business property of DC (determined on a consolidated look-through basis) immediately prior to the Butterfly Reorganization; "TechCo Redemption Amount" means the aggregate redemption amount of the TechCo Reorganization Shares, as described in Paragraph 33 below; "TechCo Redemption Note" means the note payable described in Paragraph 36 below; "TechCo Reorganization Shares" means the preferred shares of TechCo described in Paragraph 17 below; "Treaty" means the Canada-United States Income Tax Convention (1980); "ULC" means an unlimited liability company governed by the Companies Act; and "Xco" means XXXXXXXXXX, an ULC existing prior to the amalgamation referred to in Paragraph 12. ...