We provide a T5013 to Limited Partners with filing instructions. Investments in the Tire One Capital Limited Partnership are RSP eligible.
Determination of Net Income or Net Loss
The Net Income or Net Loss of the Limited Partnership for each Fiscal Year will be determined by the General Partner in accordance with IFRS. The General Partner may, in computing the income or loss of the Limited Partnership for tax purposes, adopt a different method of accounting than listed, adopt different treatments of particular items and make and revoke such elections on behalf of the Limited Partnership as the General Partner deems to be in the best interests of the Partners.
Allocation of Income or Loss
(1) The Net Income of the Limited Partnership for each Fiscal Year will be allocated as of the end of such Fiscal Year among the Partners at that time as follows:
(a) the greater of: (i) 0.001% of the Net Income of the Limited Partnership and (ii) the lesser of:
(A) the Net Income of the Limited Partnership for the Fiscal Year and (B) an amount equal to the aggregate amounts paid to the General Partner in the fiscal year in respect of (I) a Priority Profit Allocation and (II) the amounts allocable in respect of a Performance Allocation for the Fiscal Year, will be allocated to the General Partner; and (b) the remainder of the Net Income of the Limited Partnership, if any, will be allocated to the Limited Partners on a pro rata basis among the Limited Partners who are shown as such on the record of Limited Partners maintained by the General Partner on the last day of such Fiscal Year.
(2) For each Fiscal Year of the Limited Partnership, 99.999% of the Net Loss of the Limited
Partnership will be allocated pro rata among the Limited Partners who are shown as such on the record of Limited Partners maintained by the General Partner on the last day of such fiscal year, and 0.001% of the Net Loss of the Limited Partnership will be allocated to the General Partner.
(1) The General Partner, on behalf of the Limited Partnership, may withhold from payments with respect to any Limited Partner amounts required to discharge any obligation of the Limited Partnership or the General Partner to withhold amounts or make payments to any governmental authority with respect to any federal, provincial, state, local or other jurisdictional tax liability of such Limited Partner arising in respect of such Limited Partner’s interest in the Limited Partnership. Any amount so withheld is deemed to have been distributed to the Limited Partner for purposes of this Agreement. To the extent that any amount distributed (including any amount deemed to be distributed) to a Limited Partner is in excess of that to which such Limited Partner is entitled, the Limited Partner will repay the amount of such excess either by paying such amount to the Limited Partnership or by means of deductions from future distributions by the Limited Partnership.
(2) To the extent practicable, before withholding and paying over to any governmental authority any amount purportedly representing a tax liability of any Limited Partner, the General Partner will provide such Limited Partner with notice of the claim of any governmental authority that such withholding and payment is required by law and provide any applicable Limited Partner the opportunity to contest such claim (to the extent permitted by applicable law) provided that, during any such period such contest does not subject the Limited Partnership or the General Partner to any potential liability to such governmental authority for any such claimed withholding or any other amount, as determined in the sole judgement of the General Partner.
(3) If any amount is withheld from an amount otherwise payable to the Limited Partnership in order to satisfy any federal, provincial, state, local or other jurisdictional tax liability, the amount so withheld is deemed to have been distributed to the Limited Partners and apportioned among them, except that in the case of any amount withheld or deducted other than on a pro rata basis as between the Limited Partners (for example, having regard to particular individual tax status), the amount so distributed is deemed to be apportioned among the Limited Partners having regard to the respective amounts withheld on account of each Limited Partner.
(4) The General Partner agrees that it will make (or cause the Limited Partnership to make) any filings, applications or elections to obtain any available exemption from, or any available refund of, any withholding or similar taxes imposed by any governmental authority with respect to amounts distributable or items of income allocable to any Limited Partner under this Agreement. Each of the Limited Partners agrees that it will co-operate with the Limited Partnership in making any such filings, applications or elections to the extent the General Partner reasonably determines that such co-operation is necessary or desirable. If any Limited Partner must make any such filings, applications or elections directly, the General Partner, at that Limited Partner’s request, will (or will cause the Limited Partnership to) provide such information and take such other action as may reasonably be necessary to complete or make such filings, applications or elections.