Common use of United States Tax Consequences Clause in Contracts

United States Tax Consequences. The transactions involving the issuance, transfer, and settlement of the Demand Note set forth in Steps 4, 5, and 6 above are being undertaken to achieve a more efficient tax structure from a Canadian perspective, are transitory, and are intended to be disregarded for United States federal income tax purposes. Similarly, the CFOL Stock Dividend described in Step 3 is being undertaken to achieve a more efficient tax structure from a Canadian perspective and is intended to be disregarded for United States federal income tax purposes. The amalgamations described in Steps 2 and 7, in substance, merely convert the CFOL common shares into two classes of stock. As a result, Steps 1, 2, 3, 4, 6 and 7 are intended to qualify as reorganizations pursuant to Sections 368(a)(1)(E) and (F) of the Code (the “Recapitalization”).