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.), as amended to the date hereof, and, unless otherwise stated, statutory references in this letter are to the Act; (b) "business" has the meaning assigned by subsection 248(1); (c) "Canadian corporation" has the meaning assigned by subsection 89(1); (d) "Canco" means XXXXXXXXXX; (e) "carrying on business" includes the extended meaning under subsection 253(1); (f) "corporation" has the meaning assigned by subsection 248(1); (g) "paid-up capital" has the meaning assigned by subsection 89(1); (h) "Plan" means the XXXXXXXXXX; (i) "public corporation" has the meaning assigned by subsection 89(1); (j) "Service Provider" as per Section XXXXXXXXXX of the Plan, means an employee or insider (as defined in the Plan) of Canco or any of its subsidiaries and any other person or company engaged to provide ongoing management or consulting services for Canco or for any entity controlled by Canco; (k) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (l) "Treaty" means the Canada-United Kingdom Tax Convention signed on September 8, 1978, as amended; and (m) "UKCO" means XXXXXXXXXX. ...

Our understanding of the facts, proposed transactions, purpose of the proposed transactions, and additional information is as follows: Definitions In this letter: “Canco” means XXXXXXXXXX; “GP Co” means XXXXXXXXXX, the general partner of each XXXXXXXXXX LP; “Limited Partners” means the limited partners of each XXXXXXXXXX LP; “LPA” means the limited partnership agreement of each XXXXXXXXXX LP; “Particular Interest Payment” means a particular interest payment made by Canco on the XXXXXXXXXX Loans to a particular XXXXXXXXXX LP as described in paragraph 16 under the heading “Proposed Transactions”; “UK” means the United Kingdom of Great Britain and Northern Ireland; “UK Limited Partners” means those limited partners of a particular XXXXXXXXXX LP who are resident in the UK for purposes of the UK Tax Treaty; “XXXXXXXXXX Loans” has the meaning set out in paragraph 12 under the heading “Facts”; “XXXXXXXXXX LP” means XXXXXXXXXX; and “UK Tax Treaty” means the Convention between the Government of Canada and the Government of the United Kingdom of Great Britain and Northern Ireland For the Avoidance of Double Taxation and the Prevention of Fiscal Evasion With Respect to Taxes on Income and Capital Gains, as Amended by the Protocols Signed on April 15, 1980, October 16, 1985, May 7, 2003 and July 21, 2014. ...

Subject to the provisions of the Canada-XXXXXXXXXX Income Tax Convention, withholding tax under Part XIII of the Act will apply to such dividend. ...

Income Tax Convention (1980) provided that the value of the outstanding shares of Canco is not derived principally from real property situated in Canada as defined in the afore-noted Article XIII; and (F) Section 245 will not be applied as a result of the proposed transactions, in and by themselves, to redetermine the tax consequences confirmed in the rulings given. ...

.), 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). ...

.), 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). ...

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"). ...