CONSORTIUM RELIEF Sample Clauses

CONSORTIUM RELIEF. (a) In the event that any Claimant Stockholder is entitled to claim Consortium Relief from the Company under Chapter IV in respect of any Relevant Accounting Period, the Claimant Stockholder may request that the Company surrender Consortium Relief to it by written notification to the Company (with a copy to the other Stockholder(s)) setting out the amount of Consortium Relief that the Claimant Stockholder wishes to be surrendered to it by the Company and, subject to the remaining provisions of this Article XV including, without limitation, Section 15.2(b), the Stockholders shall consent to any such surrender and take such action as is requisite to procure that the Company surrenders such Consortium Relief. (b) No Stockholder shall be obliged to consent to any surrender of Consortium Relief pursuant to Section 15.2(a) and the Company shall not be obliged to make any surrender of Consortium Relief pursuant to Section 15.2(a) if and to the extent that the Stockholder or the Company reasonably believes that: (i) the Company is, or will be, or as a result of the surrender will become liable for corporation tax in respect of the Relevant Accounting Period and will be able to utilize the losses itself in the Relevant Accounting Period; (ii) the Company is able to sell or otherwise monetise the losses for an amount in excess of the amount that would be payable in respect of the surrender pursuant to Section 15.3; or (iii) the amount of Consortium Relief claimed exceeds the amount that is permitted to be surrendered under Chapter IV. Where any amount of Consortium Relief claimed exceeds the amount that is permitted to be surrendered by the Company under Chapter IV in the Relevant Accounting Period, the amount requested under Section 15.2(a) shall be deemed to be reduced automatically to such amount (if any) as is permitted to be surrendered by the Company under Chapter IV in the Relevant Accounting Period. (c) A Surrendering Stockholder may offer to surrender Consortium Relief to the Company by written notification to the Company (with a copy to the other Stockholder(s)) in respect of any Relevant Accounting Period of the Surrendering Stockholder of such amount as is permitted under Chapter IV. Subject to the remaining provisions of this Article XV including, without limitation, Section 15.2(d), the Stockholders shall consent to any such surrender and take such action as is requisite to procure that the Company accepts such Consortium Relief. (d) No Stockholder sha...
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CONSORTIUM RELIEF. Do anything which would prevent it from complying with its obligations under Clause 17 of the Shareholders Agreement;
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CONSORTIUM RELIEF. 11.1 The Seller shall be entitled to surrender (and to procure that any other company which is a member of the Retained Group and which is entitled to consent to a surrender pursuant to section 402(3) of the Taxes Axx 0000, surrenders) to the Company, trading losses and other amounts eligible for surrender by way of relief from corporation tax under Chapter IV, Part X, of the Taxes Act 1988 (a Surrender), to the extent legally possible. No payment shall be made in respect of any Surrender except to the extent set out in the following provisions of this paragraph 11. 11.2 The Seller shall give and procure that the relevant surrendering company within the Retained Group gives all consents and takes such other action as may reasonably be required to ensure that any Surrender is effectively made within any relevant time limits. 11.3 The Purchaser shall give consent to any Surrender and procure that the Company makes a claim for the losses surrendered or takes such other action as may reasonably be required to ensure that such Surrender is effectively made within any relevant time limits, provided that the Purchaser shall not be obliged to procure that the Company take any action pursuant to this sub-paragraph which in the Purchaser’s reasonable opinion could increase the liability to Tax of the Company. 11.4 In respect of any Surrender, the Purchaser shall procure that the Company shall make a payment to the relevant surrendering company as respects the amount surrendered (as referred to in section 402(6) of the Taxes Act 1988) not later than 5 Business Days after the submission of the Company’s tax return or amended tax return for the accounting period in which the relevant losses or other amounts have been claimed by the Company. 11.5 The amount of any payment referred to in sub-paragraph 11.4 shall be equal to the amount surrendered multiplied by a percentage equal to the effective percentage rate of corporation tax applicable in the United Kingdom to companies generally in respect of income profits for the relevant accounting period of the Company. 11.6 Any payment made pursuant to sub-paragraph 11.4 shall be subject to return or repayment if, and to the extent, that it is determined that the relevant losses or other amounts surrendered are not available for surrender or there is an insufficiency of profits of the Company and any such payment shall be adjusted to the extent that it is subsequently found to have been incorrectly calculated. 11.7 The amount ...
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CONSORTIUM RELIEF. The Shareholders shall discuss and agree in good faith any arrangements which either Shareholder wishes to implement with respect to any group or consortium relief and shall make such amendments to this Agreement as is necessary to implement such arrangements, provided that such arrangements or amendments would not materially prejudice either Shareholder.
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CONSORTIUM RELIEF. The Parties agree that consortium relief will be considered in the event that either the Company or the Shareholders realise tax losses and the losses will be surrendered in an equitable manner to the Company, the Parties and the Shareholders, with the appropriate payment being received for the surrender of the losses.
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CONSORTIUM RELIEF. Each Shareholder which beneficially owns at least 5% of the Issued Shares shall be entitled (at its discretion) to require JVCo to surrender to it (or to any of its associated companies capable of taking such surrender) group relief to the extent permitted by the Consortium Relief Rules. JVCo shall, and the Shareholders shall procure that JVCo shall, do (to the extent that it is permitted or required to do so under the Consortium Relief Rules) everything necessary to give effect to any such surrender (including making any claims and giving any consents within the appropriate time limits).
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Related to CONSORTIUM RELIEF

  • Other Relief The remedies provided for in this Lease are in addition to any other remedies available to Landlord at law or in equity by statute or otherwise.

  • Urgent relief Despite any other provision of this Agreement, each party may take steps to seek urgent injunctive or equitable relief before an appropriate court.

  • Relief The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

  • Emergency Relief Notwithstanding anything in this Section 8.5 to the contrary, either party may seek from a court any provisional remedy that may be necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the controversy.

  • Provisional Relief The Parties acknowledge and agree that irreparable damage would occur if certain provisions of this Agreement are not performed in accordance with the terms hereof, that money damages would not be a sufficient remedy for any breach of such provisions of this Agreement, and that the Parties shall be entitled, without the requirement of posting a bond or the other security, to seek a preliminary injunction, temporary restraining order, or other provisional relief as a remedy for a breach of Sections 3.01, 3.02, 3.03, or 9.09 (and, if applicable, Section 4(e) of Exhibit F) in any court of competent jurisdiction, notwithstanding the obligation to submit all other disputes (including all Claims for monetary damages under this Agreement) to arbitration pursuant to Section 10.01. The Parties further acknowledge and agree that the results of such arbitration may be rendered ineffectual without such provisional relief. Such a request for provisional relief does not waive a Party’s right to seek other remedies for the breach of the provisions specified above in accordance with Section 10.01, notwithstanding any prohibition against claim-splitting or other similar doctrine. The other remedies that may be sought include specific performance and injunctive or other equitable relief, plus any other remedy specified in this Agreement for such breach of the provision, or if this Agreement does not specify a remedy for such breach, all other remedies available at law or equity to the Parties for such breach.

  • Court Order Upon the County’s receipt of an order issued by a court having jurisdiction over a Contract Agency’s inmate, transport will be according to the terms expressed in the court order, or by the Contract Agency or the County pursuant to Section 6 above.

  • Damages; Relief Termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief that it may be entitled to upon such termination.

  • Settlement Relief In consideration for the dismissal of the Action and the Related Action with prejudice, as contemplated in this Settlement Agreement, and for the full and complete Release, Final Judgment and Final Order, as further specified herein, Toyota agrees to provide the relief specified in this Section. The costs and expenses associated with providing the relief and otherwise implementing the relief specified in Section III of this Settlement Agreement shall be the sole obligation of and paid by Toyota. After the issuance of the Preliminary Approval Order signed by the Court, Toyota, at its sole discretion, may, after consultation with Class Counsel, implement the Frame Inspection and Replacement Program in advance of the occurrence of the Final Effective Date.

  • Disaster Related Relief If you qualify (for example, you sustained an economic loss due to, or are otherwise considered affected by, certain disasters designated by Congress), you may be eligible for favorable tax treatment on distributions, rollovers, and other transactions involving your IRA. Qualified disaster relief may include penalty-tax free early distributions made during specified timeframes for each disaster, the ability to include distributions in your gross income ratably over multiple years, the ability to roll over distributions to an eligible retirement plan without regard to the 60-day rollover rule, and more. For additional information on specific disasters, including a complete listing of disaster areas, qualification requirements for relief, and allowable disaster- related IRA transactions, you may wish to obtain IRS Publication 590-B, Distributions from Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at xxx.xxx.xxx.

  • Defense of the Underlying Proceeding (a) Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced. (b) Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement. (c) Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.

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