Anti-avoidance. 6.1 The Tenant shall act in good faith.
6.2 In particular, the Tenant shall:
(i) not do anything which is likely to adversely affect the amount of Overage or its prospects of being triggered;
(ii) use reasonable endeavours to maximise the amount of Overage.
Anti-avoidance. 13.1 The Company has not been a party to, nor has it been otherwise involved in, any transaction, scheme or arrangement containing steps or stages that have no commercial purpose or designed wholly or mainly for the purpose of avoiding or deferring Tax or reducing a liability to Tax or amounts to be accounted for under PAYE.
Anti-avoidance. Any transaction that is structured as an indirect sale of the VEBA Shares (other than a Sale of VEBA Holdco Interests), or of the VEBA Holdco Interests, such as the sale of a derivative instrument or other similar transaction, that results in payments to or receipt of value by the VEBA or VEBA Holdco, directly or indirectly, in respect of the VEBA Interests, shall be treated as the receipt of Aggregate Proceeds and subject to the Holder’s rights hereunder in every respect.
Anti-avoidance. Except as otherwise provided herein, the Parties agree that the Right Holders’ co-sale rights set out in this Clause 2 in respect of any Transfer by any Investor shall not be avoided by the holding of any AIH Shares indirectly through a company or other entity that can itself be sold in order to dispose of an interest in the AIH Shares free of such restrictions. Except as otherwise provided herein, (a) any direct or indirect Transfer of AIH Shares or other equity securities in the Company of an Investor, and (b) any direct or indirect Transfer of shares or other equity securities resulting in a change of Control of any company (or other entity) having Control over that Investor shall be treated as a Transfer of the AIH Shares held by that Investor, and the provisions of this Agreement that apply in respect of the Transfer of AIH Shares shall apply to the AIH Shares subject to such Transfer.
Anti-avoidance. Licensee agrees that it will, and will cause its Affiliates to, (i) use good faith efforts not to structure arrangements or agreements in a manner intended to cause revenues (by whatever name, categorization or characterization thereof) of transactions or series of related transactions that would otherwise be included in the Royalty Base not to be included in the Royalty Base (for illustrative purposes only, including by entering into a sublicensing arrangement that does not include Licensed Content within six (6) months of entering into a Sublicensing Arrangement with the same sublicensee that includes Licensed Content in order to avoid revenue from the former being included in the Royalty Base); (ii) ensure that each of the Packaged Sales Transaction Process and Allocations are made on an arm’s-length basis and in good faith; and (iii) not enter into, effect or undertake any transaction, or structure any arrangement or agreement with an Affiliate that is not a controlled Affiliate, that would cause any revenues (by whatever name, categorization or characterization thereof) that would otherwise be included in the Royalty Base to be billed or billable by such non-controlled Affiliates, and thus excluded from the Royalty Base.
Anti-avoidance. The Parties agree that they will act in good faith in relation to this Section 2.10 and will not attempt to circumvent the provisions of this Section by [*].
Anti-avoidance. (a) The State will not cause, or suffer, the alteration of the terms or conditions of a proposed land use activity to which this LUAA would apply for the primary purpose of avoiding any of the following:
(i) a Land Use Activity that would otherwise be categorised as an Agreement Activity from falling into that category;
(ii) a Land Use Activity that would otherwise be categorised as a Negotiation Activity, Class A, from falling into that category;
(iii) a Land Use Activity that would otherwise be categorised as a Negotiation Activity, Class B, from falling into that category.
(b) The State agrees that the allocation of a Commercial Lease will be subject to a competitive allocation process, unless an exemption to enter into direct negotiations is approved by the Relevant Land Minister or delegate.
(c) The State agrees that where the allocation of a Commercial Lease falls into the Advisory category, and is intended to be allocated through a direct negotiation process to a person who has previously held a Lease over the same area of land, then the Decision Maker will notify the Corporation of this intent, and advise the Relevant Land Minister or delegate of any concerns raised by the Corporation within a period of 10 working days since the Corporation received the notification.
Anti-avoidance. 13.1 The Group has not in the period of three years ending on the date of this agreement been party to any non-arm’s length transaction.
13.2 The Group has not in the period of three years ending on the date of this agreement been party to or otherwise involved in any scheme or arrangement designed partly or wholly for the purpose of avoiding, deferring or reducing any liability to Tax or amounts to be accounted for under PAYE.
13.3 The Group has never entered into a scheme or arrangement where either the Group or the scheme provider, promoter or introducer is required by law to notify details of the scheme or arrangement to a Tax Authority.
Anti-avoidance. All transactions or arrangements made by the Company or any Subsidiary have been made on fully arm's length terms. There are no circumstances in which section 770A of, or Schedule 28AA to, ICTA 1988 or any other rule or provision could apply causing any Taxing Authority to make an adjustment to the terms on which such transaction or arrangement is treated as being made for Taxation purposes, and no notice or enquiry has been made by any Taxing Authority in connection with any such transactions or arrangements.
Anti-avoidance. 6.9.1. The Company has not entered into or been a party to any pre-ordained series of transactions, composite transactions or any other schemes or arrangements into which steps were inserted which served no purpose other than the saving of taxation.
6.9.2. The Company has not been a party to any other transaction or arrangement of any nature which could give rise to a charge to taxation under Part XVII Taxes Act.
