Consortium Relief Sample Clauses
The Consortium Relief clause defines how members of a consortium can seek relief or remedies if one or more members are adversely affected by the actions or failures of other consortium members. Typically, this clause outlines the process for raising claims, the types of relief available (such as compensation or specific performance), and any limitations or conditions on seeking such relief. For example, it may specify that a member must notify the consortium of an issue within a certain timeframe or that disputes are resolved through a designated process. The core function of this clause is to provide a clear mechanism for addressing grievances within the consortium, thereby promoting fairness and cooperation among members while minimizing the risk of unresolved disputes.
Consortium Relief. Surrenders to a Group Company
(A) In respect of each accounting period of a Shareholder or any member of its Group, each Shareholder shall be entitled to surrender (or procure that a member of its Group surrenders) Eligible Losses and require (subject to clause 25.27(C)(i)) that the Company makes (or procures that a Group Company makes) a claim for group relief in relation thereto to the extent permitted by law.
(B) Notice of any claim for group relief which is required by a Shareholder (setting out the total amount of Eligible Losses to be surrendered, which company or companies will surrender such Eligible Losses, which company or companies will make claims for group relief and in what amounts the Company or relevant Group Company is required to make the claim) pursuant to clause 25.27(A) shall be given to all other Shareholders and the Company in writing at least twenty (20) Business Days before the first anniversary of the filing date for the corporation tax return of the Company or the relevant Group Company for the accounting period for which the claim for group relief is required.
(C) The following provisions shall apply in respect of any such surrender of Eligible Losses and claim for group relief required pursuant to clause 25.27(A):
(i) without prejudice to clause 25.32, nothing in this clause 25.27 shall require the Company to arrange its Tax affairs (or the Tax affairs of any Group Company) in such a manner that would give rise to more or less total profits for it (ignoring any claim for group relief pursuant to this clause 25.27) than it otherwise would have;
(ii) the Shareholders and the Company shall (and shall procure that each relevant Group Company shall), and each Shareholder shall procure that each relevant member of its Group shall, give their consent and take such other action as may reasonably be required to ensure that such surrender (and the associated claims) are effectively made within any relevant time limits;
(iii) save to the extent that clause 25.27(C)(iv) applies, the Company shall, or shall procure that the relevant Group Company shall, make a payment to the Shareholder or the member of its Group making the surrender on the later of:
(a) the date on which corporation tax would otherwise have been payable by the Company or the relevant Group Company but for the surrender; and
(b) the fifth Business Day after the receipt of a valid notice under clause 25.27(B);
(iv) to the extent that any of the Tax saved by the Company or th...
Consortium Relief. Do anything which would prevent it from complying with its obligations under Clause 17 of the Shareholders Agreement;
Consortium Relief. Surrenders to a Group Company (A) In respect of each accounting period of a Shareholder or any member of its Group, each Shareholder shall be entitled to surrender (or procure that a member of its Group surrenders) Eligible Losses and require (subject to clause 25.27(C)(i)) that the Company makes (or procures that a Group Company makes) a claim for group relief in relation thereto to the extent permitted by law.
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.
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.
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 A▇▇ ▇▇▇▇, 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 ...
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).