Common use of CLOSE COMPANIES Clause in Contracts

CLOSE COMPANIES. 5.1 The Company is not and has not at any time been a close investment holding company within the meaning of section 34 CTA 2010. 5.2 The Company has not at any time during the period of seven years ending on the date of this agreement made any payment which falls to be treated as a distribution under section 1064 CTA 2010 (certain expenses of close companies treated as distributions). 5.3 The Company has not made or waived any loan, advance or payment or given any consideration which could fall to be chargeable to tax under chapter 3 of part 10 CTA 2010 (charge to tax in case of loan to a participator) and which have remained outstanding at any time during the period of seven years ending on the date of this Agreement and the Company has not released or written off or agreed to write off the whole of any such loans or advances. 5.4 The Company has not made any transfers of value (as specified in section 94(1) IHTA 1984) and there has been no variation in the Company’s share or loan capital within section 98 (Effect of alterations of capital) IHTA 1984. The Company is not liable for any Tax under section 199 (Dispositions by transferor) IHTA 1984.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Ultralife Corp)

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CLOSE COMPANIES. 5.1 The Company Group is not and has not at any time been a close investment holding company within the meaning of section 34 CTA 2010. 5.2 The Company Group has not at any time during the period of seven years ending on the date of this agreement made any payment which falls to be treated as a distribution under section 1064 CTA 2010 (certain expenses of close companies treated as distributions). 5.3 The Company Group has not made or waived any loan, advance or payment or given any consideration which could fall to be chargeable to tax under chapter 3 of part 10 CTA 2010 (charge to tax in case of loan to a participator) and which have remained outstanding at any time during the period of seven years ending on the date of this Agreement agreement and the Company Group has not released or written off or agreed to write off the whole of any such loans or advances. 5.4 The Company Group has not made any transfers of value (as specified in section 94(1) IHTA 1984) and there has been no variation in the CompanyGroup’s share or loan capital within section 98 (Effect of alterations of capital) IHTA 1984. The Company Group is not liable for any Tax under section 199 (Dispositions by transferor) IHTA 1984.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Sundial Growers Inc.), Sale and Purchase Agreement (Sundial Growers Inc.)

CLOSE COMPANIES. 5.1 The Company is not and has not at any time been a close investment holding company within the meaning of section 34 CTA 2010. 5.2 The Company has not at any time during the period of seven years ending on the date of this agreement made any payment which falls to be treated as a distribution under section 1064 CTA 2010 (certain expenses of close companies treated as distributions). 5.3 The Company has not made or waived any loan, advance or payment or given any consideration which could fall to be chargeable to tax under chapter 3 of part 10 CTA 2010 (charge to tax in case of loan to a participator) and which have remained outstanding at any time during the period of seven years ending on the date of this Agreement agreement and the Company has not released or written off or agreed to write off the whole of any such loans or advances. 5.4 The Company has not made any transfers of value (as specified in section 94(1) IHTA 1984) and there has been no variation in the Company’s share or loan capital within section 98 (Effect of alterations of capital) IHTA 1984. The Company is not liable for any Tax under section 199 (Dispositions by transferor) IHTA 1984.

Appears in 1 contract

Samples: Share Purchase Agreement (Lifetime Brands, Inc)

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CLOSE COMPANIES. 5.1 The Company is not and has not at any time been a close investment holding company within the meaning of section 34 CTA 2010. 5.2 The Company has not at any time during the period of seven years ending on the date of this agreement Agreement made any payment which falls to be treated as a distribution under section 1064 CTA 2010 (certain expenses of close companies treated as distributions). 5.3 The Company has not made or waived any loan, advance or payment or given any consideration which could fall to be chargeable to tax under chapter 3 of part 10 CTA 2010 (charge to tax in case of loan to a participator) and which have remained outstanding at any time during the period of seven years ending on the date of this Agreement and the Company has not released or written off or agreed to write off the whole of any such loans or advances. 5.4 The Company has not made any transfers of value (as specified in section 94(1) IHTA 1984) and there has been no variation in the Company’s share or loan capital within section 98 (Effect of alterations of capital) IHTA 1984. The Company is not liable for any Tax under section 199 (Dispositions by transferor) IHTA 1984.

Appears in 1 contract

Samples: Share Purchase Agreement (Lifetime Brands, Inc)

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