Common use of CONSORTIUM RELIEF Clause in Contracts

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 shall be obliged to consent to any surrender of Consortium Relief pursuant to Section 15.2(c) and the Company shall not accept surrenders of Consortium Relief pursuant to Section 15.2(c) if and to the extent that the Company’s corporation tax liability can be relieved in the Relevant Accounting Period by credit for tax paid or suffered by it, in any jurisdiction outside the United Kingdom or by using any other available Relief.

CONSORTIUM RELIEF. 30.1 If in any Accounting Period, the Company or any member of the same group as the Company (ain this clause, "the Group") In has trading losses or other amounts available for surrender by way of Consortium Relief, the event Company or that member of the UK's Group shall not surrender any such losses or other amounts to any Member of the Consortium or a member of the same Group as a member of the Consortium by way of Consortium Relief except such losses or other amounts, and on such terms, as may be agreed in writing by all Members of the Consortium for the time being. 30.2 If in any Accounting Period of the Company, a company (the "Surrenderer") has trading losses or other amounts available for surrender by way of Consortium Relief (a "Surrenderable Amount") which it wishes and is able to surrender to the Company or a member of the same Group as the Company (the "Claimant") then the Claimant Stockholder is entitled to shall claim Consortium Relief from the Company under Chapter IV Surrenderer to such extent as will enable the Surrenderer to surrender its Maximum Surrenderable Amount (which in respect relation to each Surrenderer is the whole of any Relevant Accounting Periodits Surrenderable Amount or, the Claimant Stockholder if less, so much of its Surrenderable Amount as 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 validly be surrendered to it the Claimant by the Company and, subject Surrenderer pursuant to Section 403C ICTA) and the Surrenderer shall duly make Consortium Relief surrenders corresponding to the remaining provisions aforesaid Consortium Relief claims and each of this Article XV including, without limitation, Section 15.2(b), the Stockholders shall Parties agrees to consent to any such surrender claim, notify such consent to the Inspector of Taxes and take all other steps necessary to give full effect to such action surrender; 30.3 Where in any Accounting Period a Claimant is Regus Business Centres (UK) Limited ("RBC") and it accepts a surrender of trading losses or other amounts available for surrender by way of group relief or Consortium Relief from Park Business Centres Limited pursuant to the shareholders' agreement relating to the affairs of that company dated 4 August 1999 and made between Arlington Securities (1998) Limited, Regus Business Centres (UK) Limited, Arlington Securities plc, Regus Business Centres plc and Park Business Centres Limited, the amount so surrendered by Park Business Centres Limited to RBC shall be deemed for the purposes of this clause to have been made to the maximum possible extent by members of the Consortium other than the Purchaser so as is requisite to preserve the Maximum Surrenderable Amount of the Purchaser. The Consortium Members other than the Purchaser shall procure that RBC does not accept such surrenders if to do so would prejudice the Company surrenders such Consortium ReliefMaximum Surrenderable Amount of the Purchaser unless RBC is contractually obliged to do so. 30.4 Where an amount is actually (bas opposed to deemed to be surrendered pursuant to clause 30.3) No Stockholder shall be obliged surrendered by a Surrenderer to consent to any surrender the Claimant by way of Consortium Relief pursuant to Section 15.2(a) clause 30.2 above the Claimant shall pay to the Surrender by way of consideration for the Surrender an amount equal to the amount of corporation tax from which the Claimant is relieved by virtue of the surrender being validly and effectively made such payment to be made as soon as the Company Claimant obtains such relief; 30.5 If, once a surrender has been made to a Claimant under clause 30.2 above, it is finally determined that the Claimant's liability to corporation tax for the Accounting Period in question is such that it cannot fully utilise the amount surrendered to it, then the Surrenderer of that amount shall not repay to the Claimant so much of the amount paid to it as consideration for the surrender under clause 30.4 above as represents the unusable portion of the amount surrendered (and if there is more than one Surrenderer then the amount which each is to repay shall be obliged apportioned between them in proportion to make any the amount actually received by them pursuant to clause 30.4); and 30.6 If, once a surrender has been made to a Claimant under clause 30.2 above, it is finally determined that the amount available to the Surrenderer to surrender by way of Consortium Relief pursuant is less than the amount purported to Section 15.2(a) if have been surrendered by it under clause 30.2 and for which it has been paid under clause 30.4 then the Surrender shall repay to the extent that the Stockholder or the Company reasonably believes that: (i) the Company is, or will be, or as a result Claimant so much of the surrender will become liable consideration paid to it under clause 30.4 as represents the amount paid for corporation tax in respect that part of the Relevant Accounting Period and will be Surrenderable Amount which it is no longer 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 validly surrender by way 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. 30.7 For the purposes of this clause 30, "Consortium Relief" means group relief by way of a consortium claim within the meaning of section 402(3) of the Income and Corporation Taxes Act 1988 (d) No Stockholder shall be obliged to consent to any surrender of Consortium Relief pursuant to Section 15.2(c"ICTA") and "Member of the Consortium" is a reference to one of the companies between them which own three-quarters or more of the ordinary share capital of the Company shall not accept surrenders within the meaning of Consortium Relief pursuant to Section 15.2(c) if and to the extent that the Company’s corporation tax liability can be relieved in the Relevant Accounting Period by credit for tax paid or suffered by it, in any jurisdiction outside the United Kingdom or by using any other available Reliefsection 413(6).

CONSORTIUM RELIEF. (aA) 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 The Purchaser undertakes to procure that the Company surrenders such Consortium Reliefand each member of the Group shall surrender for no payment all amounts eligible for surrender under the provisions of sections 402 to 413 of ICTA 1988 as the Seller shall at its sole discretion direct in respect of the accounting periods of members of the Group for any accounting period, or part of an accounting period, in the two calendar years to 31 December 1996, and in respect of that part of the accounting period for the year to 31 December 1994, for the period from 1 September 1994 to 31 December 1994. (bB) No Stockholder The Purchaser warrants that the Inland Revenue has agreed that CableTel UK Group, Inc. was resident for tax purposes in the United Kingdom from 31 August 1994. (C) The Purchaser shall procure that the members of the Group shall make all claims and elections, and do all things that need to be obliged done, to consent give effect to any surrender such surrenders in a timely manner. (D) The Purchaser shall procure that the members of Consortium Relief pursuant to Section 15.2(a) and the Company Group shall not be obliged to make take any surrender of Consortium Relief pursuant to Section 15.2(aaction which shall reduce the amounts eligible for surrenders. (E) if and to the extent that the Stockholder or the Company reasonably believes that:The Purchaser shall:- (i) send the Company is, or will be, or as a result Seller copies of the surrender will become liable for corporation tax in respect computations of the Relevant Accounting Period amounts referred to in sub-clause (A), and will be able copies of the relevant accounts of each member of the Group, not less than 14 days prior to utilize their submission to the losses itself in the Relevant Accounting PeriodInland Revenue; (ii) advise the Company is able Seller of all significant matters which arise subsequent to sell or otherwise monetise their submission to the losses for an amount in excess of the amount that would be payable in respect of the surrender pursuant to Section 15.3; orInland Revenue; (iii) the amount provide copies of Consortium Relief claimed exceeds the amount that is permitted to be surrendered under Chapter IV. Where relevant correspondence; and (iv) take into consideration any amount of Consortium Relief claimed exceeds the amount that is permitted to be surrendered reasonable comments expressed by the Company under Chapter IV in the Relevant Accounting PeriodSeller on such computations, 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 Periodsignificant matters and correspondence. (cF) A Surrendering Stockholder may offer to surrender Consortium Relief The Purchaser undertakes to the Company Seller that, for the purposes of the ICTA 1988 consortium relief, it will procure that CableTel UK Group, Inc. or any other member of the Purchaser's Group holding shares in any member of the Group was at all times from 31 August 1994 until Completion resident in the United Kingdom for United Kingdom tax purposes PROVIDED THAT the Purchaser shall not be liable hereunder if CableTel UK Group, Inc. or a member of the Purchaser's Group holding shares in any member of the Group was not so resident by written notification to reason of a change in legislation, Inland Revenue practice, the Company (with a copy to the other Stockholder(s)) in respect terms of any Relevant Accounting Period relevant double tax treaty or by virtue of any other matter of circumstance arising after Completion which is outside of the Surrendering Stockholder control of the Purchaser but so that in such amount as is permitted under Chapter IV. Subject to circumstances the remaining provisions of this Article XV including, without limitation, Section 15.2(d), the Stockholders shall consent to any such surrender and Purchaser will take all such action which is reasonable within its control so as is requisite to procure ensure that the Company accepts such Consortium ReliefPurchaser will be treated as being so resident in the United Kingdom again. (dG) No Stockholder shall be obliged The Purchaser hereby covenants with the Seller to consent pay to the Seller an amount equal to any surrender liability or increased liability to Tax of Consortium Relief pursuant the Seller or any member of the Seller's Group which arises as a consequence of or by reference to Section 15.2(c) and any action or omission carried out or effected by the Company shall not accept surrenders Purchaser or any member of Consortium Relief pursuant to Section 15.2(c) if and the Group contrary to the extent that the Company’s corporation tax liability can be relieved in the Relevant Accounting Period by credit for tax paid or suffered by it, in any jurisdiction outside the United Kingdom or by using any other available Reliefprovisions of paragraph (A) to (F) of this clause.

CONSORTIUM RELIEF. Surrenders to a Group Company (aA) In the event that respect of each accounting period of a Shareholder or any Claimant Stockholder is member of its Group, each Shareholder shall be entitled to claim Consortium Relief from surrender (or procure that a member of its Group surrenders) Eligible Losses and require (subject to clause 25.27(C)(i)) that the Company under Chapter IV 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 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 of Eligible Losses 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 claim for group relief required 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:clause 25.27(A): (i) without prejudice to clause 25.32, nothing in this clause 25.27 shall require the Company is, to arrange its Tax affairs (or will be, the Tax affairs of any Group Company) in such a manner that would give rise to more or as a result of the surrender will become liable less total profits for corporation tax in respect of the Relevant Accounting Period and will be able it (ignoring any claim for group relief pursuant to utilize the losses itself in the Relevant Accounting Periodthis clause 25.27) than it otherwise would have; (ii) the Shareholders and the Company is able 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 sell or otherwise monetise ensure that such surrender (and the losses for an amount in excess of the amount that would be payable in respect of the surrender pursuant to Section 15.3; orassociated 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 the relevant Group Company by virtue of the surrender has already been paid as at the date on which the Company or the relevant Group Company would, but for this clause 25.27(C)(iv), have been required to make a payment under clause 25.27(C)(iii), and the surrender gives rise to a credit in respect of, or a repayment of, such Tax, the Company shall, or shall procure that the relevant Group Company shall, make a payment on the fifth Business Day after the Company or the relevant Group Company reduces an actual payment of Tax or receives an actual repayment of Tax which, in either case, is attributable to that credit or repayment; and (v) the aggregate amount of Consortium Relief claimed exceeds the payments referred to in clause 25.27(C)(iii) and clause 25.27(C)(iv) to the Shareholder (or the member of its Group) making the surrender shall be an amount that is permitted equal to be surrendered under Chapter IV. Where any the total amount of Consortium Relief claimed exceeds the amount that is permitted to be Eligible Losses surrendered by the Shareholder (or the member of its Group) making the surrender in relation to which the Company under Chapter IV in or relevant Group Company makes 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 group relief claim multiplied by the Company under Chapter IV corporation tax rate in force for the Relevant Accounting PeriodClaim Period in respect of which the surrender is made (expressed as a decimal). (cD) A Surrendering Stockholder If HMRC does not accept, whether in whole or in part, any surrenders to a Group Company to which this clause 25.27 applies, then the relevant Shareholder may offer to surrender Consortium Relief to the Company by written notification to the Company (with a copy to after giving the other Stockholder(s)Shareholder reasonable advance notice) in respect of any Relevant Accounting Period of take, and direct the Surrendering Stockholder of such amount as is permitted under Chapter IV. Subject Group Company to the remaining provisions of this Article XV includingtake, without limitation, Section 15.2(d), the Stockholders shall consent to any such surrender and take such action as is requisite may be reasonable with a view to procure establishing to the satisfaction of HMRC that such surrender of Eligible Losses has been validly surrendered and claimed. The relevant Group Company shall keep the Company accepts such Consortium Reliefrelevant Shareholder informed as to the content of all relevant correspondence and discussions with HMRC. (dE) No Stockholder shall be obliged to consent to any surrender of Consortium Relief pursuant to Section 15.2(c) and the Company shall not accept surrenders of Consortium Relief pursuant to Section 15.2(c) if If and to the extent that it is determined that Eligible Losses purported to be surrendered pursuant to clause 25.27(A) are not permitted by law to be surrendered or group relief in relation thereto is not permitted by law to be claimed, then the aggregate amount of the payments referred to in clause 25.27(C)(iii) and clause 25.27(C)(iv) to the Shareholder (or the member of its Group) making the surrender shall be adjusted so that the aggregate amount of those payments is the amount which would have been paid had it been known that such Eligible Losses were not permitted by law to be surrendered or group relief in relation thereto was not permitted by law to be claimed, and the Shareholders and the Company shall make (or, where the surrendering company is a member of a Shareholder's Group and not a Shareholder, that Shareholder shall procure that such member of its Group makes) (or, where the claimant company is a Group Company other than the Company’s corporation tax liability can be relieved in , the Relevant Accounting Period by credit for tax paid or suffered by it, in Company shall procure that such Group Company makes) any jurisdiction outside the United Kingdom or by using any other available Reliefappropriate payments required to achieve that position.

CONSORTIUM RELIEF. Surrenders by the Company or a Group Company (aA) In respect of each accounting period of the event Company or any Group Company, each Shareholder shall, in relation to that any Claimant Stockholder is accounting period, be entitled to claim Consortium Relief from require (subject to clause 25.26(C)(i)) that, to the extent permitted by law, the Company under Chapter IV surrenders (or procures that a Group Company surrenders) Eligible Losses and allows (or procures that the relevant Group Company allows) that Shareholder and/or any members of its Group to make a claim for group relief in relation to those Eligible Losses. (B) Notice of any requirement (setting out the total amount of Eligible Losses required to be surrendered, which company or companies will make the surrenders of Eligible Losses, which company or companies will make claims for group relief and in what amounts those claims will be) pursuant to clause 25.26(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 surrender is required. (C) The following provisions shall apply 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 of Eligible Losses 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 claim for group relief required 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:clause 25.26(A): (i) without prejudice to clause 25.32, nothing in this clause 25.26 shall require the Company is, to arrange its Tax affairs (or will be, the Tax affairs of any Group Company) in such a manner that would give rise to more or as a result of the surrender will become liable fewer Eligible Losses (ignoring any claim for corporation tax in respect of the Relevant Accounting Period and will be able group relief pursuant to utilize the losses itself in the Relevant Accounting Periodthis clause 25.26) than it otherwise would have; (ii) the Shareholders and the Company is able 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 sell or otherwise monetise ensure that such surrender (and the losses for an amount in excess of the amount that would be payable in respect of the surrender pursuant to Section 15.3; orassociated claims) are effectively made within any relevant time limits; (iii) save to the amount of Consortium Relief claimed exceeds the amount extent 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 Periodclause 25.26(C)(iv) applies, the amount requested under Section 15.2(a) relevant Shareholder shall, or shall be deemed to be reduced automatically to such amount (if any) as is permitted to be surrendered by procure that 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 relevant member of its Group shall, make a payment to the Company (with a copy or to the other Stockholder(ssurrendering Group Company) on the later of: (a) the date on which corporation tax would otherwise have been payable by the relevant Shareholder or member of its Group but for the surrender; and (b) the fifth Business Day after the receipt of a valid notice under clause 25.26(B); (iv) to the extent that any of the Tax saved by the relevant Shareholder or member of its Group by virtue of the surrender has already been paid as at the date on which the Shareholder or member of its Group would, but for this clause 25.26(C)(iv), have been required to make a payment under clause 25.26(C)(iii), and the surrender gives rise to a credit in respect of, or a repayment of, such Tax, the relevant Shareholder shall, or shall procure that the relevant member of its Group shall, make a payment to the Company (or to the surrendering Group Company) on the fifth Business Day after the Shareholder or member of its Group reduces an actual payment of Tax or receives an actual repayment of Tax which, in either case, is attributable to that credit or repayment; and (v) the aggregate amount of the payment referred to in clause 25.26(C)(iii) and clause 25.26(C)(iv) to the Company (or to the surrendering Group Company) shall be an amount equal to the total amount of Eligible Losses surrendered multiplied by the corporation tax rate in force for the Claim Period in respect of any Relevant Accounting Period of which the Surrendering Stockholder of such amount surrender is made (expressed as is permitted under Chapter IV. Subject to the remaining provisions of this Article XV including, without limitation, Section 15.2(da decimal), the Stockholders shall consent to any such surrender and take such action as is requisite to procure that the Company accepts such Consortium Relief. (dD) No Stockholder shall be obliged to consent to any surrender of Consortium Relief pursuant to Section 15.2(c) and the Company shall not accept surrenders of Consortium Relief pursuant to Section 15.2(c) if If and to the extent that it is determined that Eligible Losses purported to be surrendered pursuant to clause 25.26(A) are not permitted by law to be surrendered or group relief in relation thereto is not permitted by law to be claimed, then the amount of the payments referred to in clause 25.26(C)(iii) and clause 25.26(C)(iv) to the Company (or to the surrendering Group Company) shall be adjusted so that the aggregate amount of those payments is the amount which would have been paid had it been known that such Eligible Losses were not permitted by law to be surrendered or group relief in relation thereto was not permitted by law to be claimed, and the Shareholders and the Company shall make (or, where the claimant company is a member of a Shareholder's Group and not a Shareholder, that Shareholder shall procure that such member of its Group makes) (or, where the surrendering company is a Group Company and not the Company’s corporation tax liability can be relieved in , the Relevant Accounting Period by credit for tax paid or suffered by it, in Company shall procure that such Group Company makes) any jurisdiction outside the United Kingdom or by using any other available Reliefappropriate payments required to achieve that position.