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DEFINITIONS In this letter, the following terms have the meanings specified below":Canada Group" means Opco1, Opco2 and Salesco; "CBCA" means the Canada Business Corporations Act;"CRA" means the Canada Revenue Agency;"Country X" means XXXXXXXXXX;"XXXXXXXXXXBCA" means the Business Corporations Act (XXXXXXXXXX);"Opco1" means XXXXXXXXXX;"Opco1 Class A Common shares" means the XXXXXXXXXX issued and outstanding Class A Common shares of the capital stock of Opco1;"Opco1 Class J Common shares" means the XXXXXXXXXX issued and outstanding Class J Common shares of the capital stock of Opco1;"Opco2" means XXXXXXXXXX;"Opco2 Class A Common shares" means the XXXXXXXXXX issued and outstanding Class A Common shares of the capital stock of Opco2;"Opco2 Class J Common shares" means the XXXXXXXXXX issued and outstanding Class J Common shares of the capital stock of Opco2;"Opco2 Share Redemption" has the meaning described in paragraph 27;"Parentco" means XXXXXXXXXX;"Parentco Group" has the meaning described in paragraph 13;"Salesco" means XXXXXXXXXX;"Salesco Class A Common shares" means the XXXXXXXXXX issued and outstanding Class A Common shares of the capital stock of Salesco;"Salesco Class J Common shares" means the XXXXXXXXXX issued and outstanding Class J Common shares of the capital stock of Salesco;"Salesco Share Redemption" has the meaning described in paragraph 26;"taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act;"Treaty" means the Convention between Canada and the United States of America with Respect to Taxes on Income and on Capital Signed on September 26, 1980, as Amended by the protocols signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007; "US" means the United States of America;"US Group" means USSalesco1 and the corporations that are related to USSalesco1 within the meaning at subsection 251(2) of the Act, and that carry on an active trade or business in the US, namely, USSalesco2, USOpco1 and USOpco2; "USJVCol" means XXXXXXXXXX;"USJVCo2" means XXXXXXXXXX;"USOpco1" means XXXXXXXXXX;"USOpco2" means XXXXXXXXXX;"USSalesco1" means XXXXXXXXXX;"USSalesco2" means XXXXXXXXXX; FACTS General Corporate Structure 1. ...

Definitions “ACo” means XXXXXXXXXX; “Alpha Debts” means the various loans owing from CCo to ACo; “BCo” means XXXXXXXXXX; “Beta Debts” means the various loans owing from CCo to BCo; “Brand 1” means the XXXXXXXXXX brand name; “CAD” means Canadian dollars; “CBCA” means the Canada Business Corporations Act; “CCo” means XXXXXXXXXX; “Charlie Debts” has the meaning assigned by paragraph 17 below; “Company” means XXXXXXXXXX, the general name of the company as well as the brand name; “Company Group” means ACo and all direct and indirect domestic and foreign subsidiaries of ACo; “Consolidated Group” means the affiliated group of corporations in Country 1 that includes DCo, ECo, FCo, GCo, HCo, and ICo; “Continent” means XXXXXXXXXX; “Country 1” means XXXXXXXXXX; “Country 2” means XXXXXXXXXX; “Country 3” means XXXXXXXXXX; “Country 4” means XXXXXXXXXX; “Country 5” means XXXXXXXXXX; “Country 6” means XXXXXXXXXX; “Country 7” means XXXXXXXXXX; “CRA” means the Canada Revenue Agency; “DCo” means XXXXXXXXXX; “ECo” means XXXXXXXXXX; “FCo” means XXXXXXXXXX; “GCo” means XXXXXXXXXX; “HCo” means XXXXXXXXXX; “ICo” means XXXXXXXXXX; “Qualifying Person” has the meaning assigned by paragraph 2 of Article XXIX-A of the Treaty; “State 1” means XXXXXXXXXX; “State 2” means XXXXXXXXXX; “taxable Canadian corporation” has the meaning assigned by subsection 89(1) of the Act; “Treaty” means the Convention Between the United States of America and Canada with respect to Taxes on Income and on Capital signed on 26 September 1980, as amended by Protocols signed on 14 June 1983, 28 March 1984, 17 March 1995, 29 July 1997 and 21 September 2007; and “USD” means U.S. ...

" means XXXXXXXXXX; "Gross Income" means gross income that is computed pursuant to the Internal Revenue Code of the US; "paid-up capital" has unless otherwise specified, the meaning assigned in the Company Act; "Province 1" means the Province of XXXXXXXXXX; "Province 2" means the Province of XXXXXXXXXX; "qualifying person" has the meaning assigned by paragraph 2 of Article XXIX-A of Treaty 1; "related persons" has the meaning assigned by subsection 251(2); "State 1" means the State of XXXXXXXXXX; "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable dividend" has by virtue of subsection 248(1), the meaning assigned by subsection 89(1); "Treaty 1" means the Convention between Canada and the United States of America with respect to Taxes on Income and Capital signed on September 26, 1980, as amended by protocols signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007; "Treaty 2" means XXXXXXXXXX; "United States" or "US" means the United States of America; "U.S. ...

Treaty” means the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital Signed on 26 September 1980, as Amended by the Protocols Signed on 14 June 1983, 28 March 1984, 17 March 1995, 29 July 1997 and 21 September 2007; (u) “US Subs” has the meaning assigned by Paragraph 13; (v) “USCo 1” means XXXXXXXXXX; (w) “USCo 2” means XXXXXXXXXX; and (x) “USCo 3” means XXXXXXXXXX. ...

The Secondment Agreement will contain all requirements and meet all conditions of a secondment agreement described in paragraphs 35 and 37 of Information Circular IC 75-6R2, Required Withholding From Amounts Paid To Non-Residents Providing Services In Canada; (n) “Treaty” means the Convention between Canada and XXXXXXXXXX; (o) “XXXXXXXXXX Company A” means XXXXXXXXXX, with whom CanCo entered into Project 1; (p) “XXXXXXXXXX Company B” means XXXXXXXXXX, with whom CanCo entered into Project 2; (q) “XXXXXXXXXX Companies” means XXXXXXXXXX Company A and XXXXXXXXXX Company B; and (r) XXXXXXXXXX. ...

Tax Convention (1980), as amended by the Protocols signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007. ...

Throughout this advance income tax ruling, the singular should be read as plural and vice versa where the circumstances so require: “Canco1” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “Canco2” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “Canco3” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “Canco4” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “Canco5” means XXXXXXXXXX, a corporation incorporated under the laws of Canada; “Canco6” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “Canco7” means XXXXXXXXXX, a corporation incorporated under the laws of Canada; “Canco8” means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX; “Canco9” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “Canco10” means XXXXXXXXXX, a corporation formed under the laws of Canada; “Canco11” means XXXXXXXXXX, an unlimited liability company formed under the laws of the province of XXXXXXXXXX; “CRA” means the Canada Revenue Agency; “Distribution” means the proposed dividend distribution more fully described in paragraph 32; “FA1” means XXXXXXXXXX, a limited liability partnership formed under the laws of the XXXXXXXXXX; “FA2” means XXXXXXXXXX, a corporation formed under the laws of XXXXXXXXXX; “FA3” means XXXXXXXXXX, a corporation formed under the laws of XXXXXXXXXX; “FA4” means XXXXXXXXXX, a corporation formed under the laws of XXXXXXXXXX; “foreign affiliate” has the meaning assigned by subsection 95(1); “GP” means XXXXXXXXXX, a general partnership formed under the laws of the province of XXXXXXXXXX; “LP1” means XXXXXXXXXX, a limited partnership formed under the XXXXXXXXXX; “LP2” means XXXXXXXXXX, a limited partnership formed under the laws of the province of XXXXXXXXXX; “LP3” means XXXXXXXXXX, a limited partnership formed under the laws of the province of XXXXXXXXXX; “Proposed Transactions” means the transactions described in paragraphs 18 to 32; “stated capital” in respect of the share capital of a corporation, has the meaning assigned by the statute by which the corporation is governed; “Taxpayers” refers collectively to Canco7, Canco8 and Canco9; “Treaty” means the Canada-United States Tax Convention (1980), as amended by the Protocols signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007; “United States” means the Unites States of America; “USco1” means XXXXXXXXXX, a corporation formed under the laws of the state of XXXXXXXXXX in the United States; “USco2” means XXXXXXXXXX, a corporation formed under the laws of the state of XXXXXXXXXX in the United States; “USco3” means XXXXXXXXXX, a limited liability company formed under the laws of the state of XXXXXXXXXX in the United States; “USco4” means XXXXXXXXXX, a limited liability company formed under the laws of the state of XXXXXXXXXX in the United States; and “USco5” means XXXXXXXXXX, a corporation formed under the laws of the state of XXXXXXXXXX in the United States. ...

DEFINITIONS In this ruling request, unless otherwise specified, all monetary amounts are expressed in Canadian dollars and the following terms have the meanings specified below: “ACB” means adjusted cost base, as defined in section 54; “A Co” means XXXXXXXXXX; “A Co Group” is defined in Paragraph 1; “Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c. 1, as amended to the date hereof, and unless otherwise stated, all statutory references are to the Act and all terms and conditions used herein that are defined in the Act have the meaning given in such definition; “B Co” means XXXXXXXXXX; “C Co” means XXXXXXXXXX; “C Co Common Shares” is defined in Paragraph 5; “cost amount” has the meaning assigned by subsection 248(1); “controlled foreign affiliate” has the meaning assigned by subsection 95(1); “CRA” means the Canada Revenue Agency; “DGCL” means the Delaware General Corporation Law, being Chapter 1 of Title 8 of the Delaware Code; “DLLCA” means the Delaware Limited Liability Company Act, being Chapter 18 of Title 6 of the Delaware Code; “foreign affiliate” has the meaning assigned by subsection 95(1); “IRC” means the Internal Revenue Code of the United States of America; “LLC” means a limited liability company formed pursuant to, and having the attributes and features described in, the DLLCA and the applicable LLC Agreement; “LLC Agreement” means a limited liability company agreement (or operating agreement) of an LLC; “Paragraph” refers to a numbered paragraph in this letter; “Proposed Transactions” means the transactions described in the section “Proposed Transactions” below; “public corporation” has the meaning assigned by subsection 89(1); “taxable Canadian corporation” has the meaning assigned by subsection 89(1); and “Treaty” means the Canada-United States Tax Convention (1980) as amended by the Protocols signed June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007. ...

Une clause d'ajustement de prix sera incluse à la convention d'échange des Actions Ordinaires, et cette clause prévoira que dans l'éventualité où il est déterminé que la JVM des Actions Ordinaires immédiatement avant leur échange est plus ou moins élevée que le total de la valeur de rachat des actions de catégorie " D ", le total de la valeur de rachat des actions de catégorie " D " sera rajusté rétroactivement et tous les ajustements nécessaires, paiements, remboursements, annulation ou émission d'actions requis afin de donner effet à cet ajustement seront effectifs à la Date de clôture. 11. ...

CFA1, CFA2, CFA3 and CFA5 are all corporations incorporated in Germany and resident in that country and not resident in Canada for the purposes of the Canada-Germany Income Tax Convention. 3. ...