CHARGEABLE GAINS. The book value shown in, or adopted for the purposes, of the Accounts as the value of each of the assets of the Company, on the disposal of which a chargeable gain or allowable loss could arise, does not exceed the amount which on a disposal of such asset at the date of this agreement would be deductible, in each case, disregarding any statutory right to claim any allowance or relief other than amounts deductible under section 38 of TCGA 1992.
CHARGEABLE GAINS. 7.1 The book value shown or adopted for the purposes of the Accounts as the value of each of the assets of the Company on the disposal of which a chargeable gain or allowable loss could arise does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible under section 38 of TCGA 1992
CHARGEABLE GAINS. 2.1 The book value shown in, or adopted for the purposes, of the Accounts as the value of each of the assets of the Company, on the disposal of which a chargeable gain or allowable loss could arise, does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible, in each case, disregarding any statutory right to claim any allowance or relief other than amounts deductible under section 38 of TCGA 1992.
2.2 There has been no transaction to which any of the following provisions applies, or could apply, in respect of any asset held by the Company:
(a) section 23 of TCGA 1992 (compensation and insurance monies);
(b) section 135 and 136 of TCGA 1992 (reconstructions and amalgamations);
(c) section 139 of TCGA 1992 (transfers of business on reconstructions and amalgamations);
(d) section 152-154 (inclusive) of TCGA 1992 (replacement of business assets);
(e) sections 140A and 140C of TCGA 1992 (transfer of a trade);
(f) section 165 of TCGA 1992 (gifts of business assets);
(g) section 171-171C and 173 of TCGA 1992 (intra-group transfers);
(h) section 247-248 of TCGA 1992 (compulsory acquisitions); and
(i) section 242(2) of TCGA 1992 (small part disposals of land).
2.3 The Company has not been a party to any scheme or arrangement whereby the value of an asset has been materially reduced as set out in sections 29-34 of TCGA 1992.
2.4 The Company has not made any election under section 35(5) of TCGA 1992 and the Accounts have not been prepared on the basis that such an election will be made.
2.5 The Company does not own, and has not owned, any asset on the disposal of which paragraph 2 of Schedule 3 to TCGA 1992 would apply.
2.6 The Company holds no asset on the disposal of which Schedule 4 to TCGA 1992 may apply.
2.7 The Company has not transferred a trade carried on by it outside the UK in circumstances such that a chargeable gain may be deemed to arise at a date after such transfer under section 140 of TCGA 1992.
2.8 The Company does not own any assets which are wasting assets within the meaning of section 44 of TCGA 1992 and which do not qualify in full for an allowance under the provisions of CAA 2001.
2.9 The Company has not disposed of or acquired any asset in circumstances falling within section 17 or 19 of TCGA 1992.
2.10 The Company is not owed a debt on a security, the disposal or satisfaction of which will give rise to a liability to corporation tax on chargeable gains by reason of section 251 of TCGA 1992.
2....
CHARGEABLE GAINS. 5.1 If each of the capital assets of the Target were to be disposed of for a consideration equal to the book value of the asset in, or adopted for the purpose of, the Last Accounts, or if acquired after the Last Accounts Date if any such asset were disposed of for a value equal to the consideration for its acquisition, no chargeable profit or gain would arise and for this purpose there will be disregarded any relief and allowances available other than amounts falling to be deducted under section 38 TCGA (expenditure: general).
5.2 The Target has not disposed of or acquired any asset in circumstances falling within section 17 TCGA (disposals and acquisitions treated as made at market value) and is not entitled to any capital loss to which section 18(3) TCGA (transactions between connected persons) may apply.
5.3 The Target has not been a party to or involved in any share for share exchange or any scheme of reconstruction or amalgamation such as are mentioned in sections 135 (exchange of securities for those in another company), 136 (reconstruction or amalgamation involving issue of securities) or 139 (reconstruction or amalgamation involving transfer of business) TCGA under which shares or debentures have been issued or any transfer of assets has been effected.
5.4 Neither the Target nor any company which was a member of the same group of companies as the Target at the relevant time has made any claim under sections 152 to 157 inclusive TCGA (replacement of business assets).
5.5 The Target does not own any asset which was acquired from another company which was at the time a member of a group of companies for the purposes of section 179 TCGA (deemed disposal of a chargeable asset).
5.6 The Target does not own any asset in respect of which schedule 2 (assets held on 6 April 1965) or section 35 (assets held on 31 March 1982) TCGA has or may have effect.
5.7 Neither the execution nor completion of this Agreement, nor any other Event since the Last Accounts Date, will result in any profit being deemed to accrue by the Target for Taxation purposes whether pursuant to section 179 of TCGA, paragraph 12A of Schedule 9 to the Finance Act 1996/sections 345 and 346 of the Corporation Tax Xxx 0000, paragraph 30A of Schedule 26 to the Finance Act 2002/sections 630-632 of the Corporation Tax Xxx 0000, paragraph 58 or 60 of Schedule 29 to the Finance Act 2002/section 780 or 785 of the Corporation Tax Xxx 0000 or otherwise.
CHARGEABLE GAINS. 21.1 The value in or adopted for the purposes of the Accounts of each of the assets of the Company on the disposal of which a chargeable gain or allowable loss could arise does not exceed the amount that would be deductible as a cost or expense in calculating the chargeable gain.
21.2 No agreement or arrangement is in existence under which the Company could make a disposal and in respect of that disposal the amount of consideration in money it would receive, at the time of the making of the disposal, would be less than the amount the Company would be treated as having received for the purposes of calculating its chargeable gain in respect of that disposal.
21.3 The Company has not incurred a capital loss in respect of any disposal on or after the Accounts Date the availability of which as a Relief could be restricted.
21.4 The Company is not party to any arrangements where it could be liable for capital losses the availability of which as a Relief could be restricted.
21.5 There has not accrued any gain in respect of which the Company is or may be liable to corporation tax by virtue of the provisions of section 13 of the TCGA.
21.6 The Company has not disposed of or acquired any asset in circumstances falling within section 17 of the TCGA and is not entitled to any capital loss to which section 18(3) of the TCGA may apply.
21.7 The Company has not at any time made a claim under sections 23, 24 or 280 of the TCGA.
21.8 The Company has not been a party to or involved in any scheme or arrangement whereby the value of any asset has been materially reduced such that on a disposal of the asset by it sections 29 to 34 of the TCGA may apply.
21.9 The Company has not at any time received or become entitled to receive any capital distribution for the purposes of section 122 of the TCGA.
21.10 No part of the consideration given by the Company for a new holding of shares (within the meaning of section 126 of the TCGA) will be disregarded by virtue of section 128(2) of the TCGA.
21.11 The Company has not been a party to or involved in any share for share exchange or any scheme of reconstruction or amalgamation such as are mentioned in sections 135, 136 or 139 of the TCGA under which shares or debentures have been issued or any transfer of assets has been effected.
21.12 Neither the Company nor any company which was a member of the same group of companies as the Company at the relevant time has made any claim under sections 152 to 157 inclusive of the TCGA.
21.13 The Co...
CHARGEABLE GAINS. 3.18.1 In determining the liability to corporation tax on chargeable gains in respect of an asset which has been acquired by the Company, or which the Company has agreed to acquire (whether conditionally, contingently or otherwise):
(a) the sums allowable as a deduction will be determined solely in accordance with TCGA s38 (Acquisition and disposal costs etc) and s53 (The indexation allowance and interpretative provisions);
(b) the amount or value of the consideration, determined in accordance with TCGA s38(1)(a), will not be less than the amount or value of the consideration actually given by it for the asset;
(c) the amount of expenditure on enhancing the value of the asset, determined in accordance with TCGA s38(1)(b), will not be less than the amount or value of all expenditure actually incurred by it on that asset.
3.18.2 No asset owned or agreed to be acquired by the Company (other than plant and machinery in respect of which it is entitled to capital allowances) is a wasting asset within the meaning of TCGA s44 (Meaning of "wasting asset").
3.18.3 The Company is not owed a debt (not being a debt on a security), upon the disposal or satisfaction of which a liability to corporation tax on chargeable gains will arise by reason of TCGA s251 (Debts: General provisions).
3.18.4 The Company has not claimed nor is it entitled to claim under TCGA s253 (Relief for loans to traders) that an allowable loss has accrued in respect of a loan made by it.
3.18.5 No part of the consideration given by the Company for a new holding of shares (within the meaning of TCGA s77 (Reorganisation or reduction of share capital: Application of Sections 127 to 131)) will be disregarded by virtue of TCGA s128(2) (Consideration given or received by holder).
CHARGEABLE GAINS. A holder of Atlas shares who is not resident for tax purposes in the U.K. will not generally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of Atlas shares unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch, agency or permanent establishment to which the shares are attributable. However, an individual holder of Atlas shares who has ceased to be resident for tax purposes in the U.K. for a period of less than five years and who disposes of Atlas shares during that period may be liable, on his or her return to the U.K., to U.K. tax on any capital gain realized (subject to any available exemption or relief). No U.K. stamp duty or stamp duty reserve tax (“SDRT”) will be payable on the issuance of Atlas shares. U.K. stamp duty will generally not need to be paid on a transfer of Atlas shares, and no U.K. SDRT will be payable in respect of any agreement to transfer Atlas shares unless they are registered in a register kept in the U.K. by or on behalf of Atlas. It is not intended that such a register will be kept in the U.K. The statements in this paragraph summarize the current position on stamp duty and SDRT and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries and certain categories of person may be liable to stamp duty or SDRT at higher rates. In particular, this paragraph does not consider where shares are issued or transferred to clearance services or depository receipt issuers. Table of Contents ENFORCEABILITY OF CIVIL LIABILITIES Atlas is a Republic of the Xxxxxxxx Islands corporation, and upon the consummation of the holding company reorganization, its principal executive offices will be located outside of the United States, in the U.K. A majority of its directors and officers and some of the experts named in this proxy statement/prospectus reside outside of the United States. In addition, a substantial portion of its assets and the assets of its directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon Atlas or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against Atlas or those persons in any action, including actions based upon the civil liability provisions...
CHARGEABLE GAINS. The expenditure allowable as a deduction for the purposes of the computation of any chargeable gain or allowable loss attributable to any asset of the Company for the purposes of corporation tax on chargeable gains is (ignoring indexation) not less than the value of that asset as shown in the Accounts.
CHARGEABLE GAINS. (a) The Company is not owed any debt upon the disposal or satisfaction of which a liability to corporation tax on chargeable gains could arise.
(b) No asset owned by the Company has been the subject of a deemed disposal under Schedule 2 to the TCGA so as to restrict the extent to which the gain or loss over the period of ownership may be apportioned by reference to straight line growth.
(c) The Company has not acquired benefits under any policy of assurance or contract for a deferred annuity on the life of any person other than as original beneficial owner.
(d) The Company has not claimed and is not entitled to claim under s.253 of the TCGA that an allowable loss has accrued in respect of any loan made by it.
CHARGEABLE GAINS. (a) The book value shown in, or adopted for the purposes, of the Accounts as the value of each of the assets of the Company, on the disposal of which a chargeable gain or allowable loss could arise, does not exceed the amount which on a disposal of such asset at the date of this agreement would be deductible, in each case, disregarding any statutory right to claim any allowance or relief other than amounts deductible under section 38 of TCGA 1992.
(b) The Company has not been a party to any scheme or arrangement whereby the value of an asset has been materially reduced as set out in sections 29-34 of TCGA 1992.
(c) The Company has not, since the Accounts Date, appropriated any of its assets to or from trading stock for the purposes of section 161 of TCGA 1992.
(d) The Company is not, and will not become, liable to tax under section 190 of TCGA 1992 in respect of a disposal occurring on or before Closing.
