Common use of CORPORATION TAX RETURNS Clause in Contracts

CORPORATION TAX RETURNS. to and in accordance with the provisions of this paragraph, the Seller o sed agent shall at the Seller’s cost in respect of all accounting periods e Completion (the Pre-Completion Accounting Periods) prepare and of the Company all corporation tax returns and computations and all clai ers, disclaimers, notices and consents and any other documents for the tion tax (the Pre-Completion Tax Documents). ler or its duly authorised agent shall deliver all Pre-Completion Tax Docu the Buyer for comment within a reasonable time prior to the deadline f Seller shall incorporate any reasonable comments made by the Buyer. yer shall be under no obligation to procure the authorisation and/or sign tion Tax Document delivered to it under paragraph 7.2 which is false or the avoidance of doubt shall be under no obligation to make any enquir eness or accuracy thereof and shall be entitled to rely entirely on the S ler shall keep the Buyer informed of its conduct in respect of the Pre-Co ents and shall provide the Buyer with copies of all material documents. yer shall (to the extent to which it is able) procure that the Company (at d expense), afford such access to the Company's books, accounts and r ry and reasonable to enable the Seller or its duly authorised agent to pr tion Tax Documents. avoidance of doubt: where any matter relating to Tax gives rise to a Tax Claim, paragraph precedence over this paragraph 7; and without prejudice to any rights the Seller may have in damages, this pa shall not prejudice the rights of the Buyer to make a Tax Covenant Clai the Seller has made a payment in satisfaction of a Tax Covenant Claim ny is (within seven years after Completion) entitled to recover from any ng a Tax Authority but excluding the Buyer or any member of the Buyer m in respect of the matter to which the payment made by the Seller rela hall (or shall procure that the Company shall) take such action as the S ably request in writing to enforce such recovery against the person in qu d that the Seller pays to the Buyer and the Company in cleared funds a o any proper third party costs and expenses which are incurred by either the Company in taking such action, which amount the Buyer may reque h costs and expenses have been incurred. For the purpose of this para 7.1 Subject r its duly authori nding on or prior to submit on behalf ms, elections, surrend purposes of corpora 7.2 The Sel ments in draft form to or submission and the 7.3 The Bu ing of any Pre- Comple misleading, but for y as to the complet xxxxx and its 7.4 The Sel mpletion Tax Docum 7.5 The Bu the Seller’s cost an ecords as is necessa epare the Pre- Comple 7.6 For the (a) 5 shall take (b) ragraph 7 m.

CORPORATION TAX RETURNS. 10.1 Subject to and in accordance with the provisions of this paragraphparagraph 10, the Seller o sed agent shall Management Sellers will, at the Sellerrelevant Group Member’s cost and expense (to the extent such costs and expense have been properly incurred by the Management Sellers and were provided for in respect the Completion Statements), prepare and submit the tax returns and the computations of each Group Member for all accounting periods e ending on or before Completion (the Pre-“Pre Completion Accounting PeriodsReturns”) and shall prepare and submit all related documentation and correspondence and shall have conduct of the Company all corporation tax returns negotiation and computations and all clai ersagreement of the Pre Completion Returns. 10.2 The Management Sellers shall, disclaimers, notices and consents and or shall procure that their duly authorise agents shall: 10.2.1 submit any other documents for Pre Completion Returns (which have not been submitted to the tion tax (the Pre-Completion applicable Tax Documents). ler or its duly authorised agent shall deliver all Pre-Completion Tax Docu Authority before Completion) to the Buyer for comment within a reasonable time prior at least 21 days before the date upon which such Pre Completion Returns are required to be filed with the applicable Taxation Authority without incurring interest and penalties and such Pre Completion Returns shall only be submitted to the deadline f Seller shall incorporate any applicable Tax Authority once the Buyer gives such approval which is not to be unreasonably withheld or delayed; 10.2.2 take account of all reasonable comments made by the Buyer in relation to the Pre Completion Returns; 10.2.3 keep the Buyer properly informed of the progress of any negotiations with any Taxation Authority including the sending of copies of all material correspondence, notes or other written records of material telephone conversations or material meetings to the Buyer (and which the Buyer does not already have copies of); 10.2.4 take all reasonable steps to ensure that the Pre Completion Returns are prepared and agreed with the applicable Taxation Authority without unreasonable delay; and 10.2.5 the Management Sellers shall make no agreements with the applicable Taxation Authority or agree any matter which is likely to materially prejudice the business or Taxation affairs of any Buyer. yer ’s Associate without the prior written consent of the Buyer (not to be unreasonably withheld or delayed). 10.3 The Buyer shall procure that: 10.3.1 the Pre Completion Returns and other documentation mentioned in sub-paragraph 10.1, to the extent not authorised, signed and submitted before Completion, be under no obligation authorised, signed and submitted to the applicable Taxation Authority without amendment or with such amendments as the Seller agrees, provided that the Buyer shall not be obliged to procure the authorisation and/or sign tion Tax Document delivered signing or submission of any Pre Completion Return that is not full, true and accurate in all material respects; 10.3.2 each Group Member and its agents or employees shall give (without charge) the Management Sellers or their agents such assistance as may be reasonably required to agree the Pre Completion Returns with the applicable Taxation Authority or to facilitate the settlement or management of the relevant Group Member’s own Taxation affairs, including (without limitation) providing access to the personnel, books, accounts and records of the Company and providing copies of relevant documentation; and 10.3.3 the Management Sellers are promptly (and in any event within 10 Business Days) sent a copy of any communication from any Taxation Authority insofar as it under relates to the Pre Completion Returns or related Taxation affairs of a Group Member. 10.4 Subject to paragraph 7.2 which is false or the avoidance of doubt shall be under no obligation to make any enquir eness or accuracy thereof and shall be entitled to rely entirely on the S ler shall keep 10.5, the Buyer will have exclusive conduct of all Taxation affairs of each Group Member in relation to a tax period ending after Completion. 10.5 The Buyer will procure that each Group Member keeps the Management Sellers properly informed of its conduct Taxation affairs in respect of the Pre-Co ents and shall provide accounting period ending after Completion but beginning on or prior to Completion (the Buyer with copies of all material documents. yer shall (“Straddle Returns”) to the extent such matters may give rise to which it is able) procure that the Company (at d expense), afford such access liability to the Company's books, accounts and r ry and reasonable to enable the Seller Management Sellers under this Schedule 4. The Buyer or its duly authorised agent agents shall submit the Straddle Returns together with any replies to pr tion Tax Documents. avoidance of doubt: where any matter relating enquiries from a Taxation Authority, in relation to Tax gives rise to a Tax Claimsuch matters, paragraph precedence over this paragraph 7; and without prejudice to any rights the Seller may have in damages, this pa shall not prejudice the rights of the Buyer to make a Tax Covenant Clai the Seller has made a payment in satisfaction of a Tax Covenant Claim ny is (within seven years after Completion) entitled to recover from any ng a Tax Authority but excluding the Buyer or any member of the Buyer m in respect of the matter to which the payment made by the Seller rela hall (or shall procure that the Company shall) take such action as the S ably request in writing to enforce such recovery against the person in qu d that the Seller pays to the Buyer and the Company in cleared funds a o any proper third party costs and expenses which are incurred by either the Company in taking such action, which amount the Buyer may reque h costs and expenses have been incurred. For the purpose of this para 7.1 Subject r its duly authori nding on or prior to submit on behalf ms, elections, surrend purposes of corpora 7.2 The Sel ments in draft form to or submission and the 7.3 The Bu ing of any Pre- Comple misleading, but the Sellers for y as comment at least 21 days prior to the complet xxxxx date upon which the Straddle Returns are required to be filed with the applicable Taxation Authority without incurring interest and itspenalties and shall take account of all reasonable comments made by the Sellers. 7.4 10.6 The Sel mpletion Tax Docum 7.5 The Bu Buyer will procure that each Group Member does not amend or withdraw any return or computation or any claim, election, surrender or consent made by the Seller’s cost an ecords as is necessa epare respective Group Member in respect of its accounting periods ended on or before Completion without the Pre- Comple 7.6 For the prior written consent of the Sellers’ Representative (a) 5 shall take (b) ragraph 7 m.such consent not to be unreasonably withheld or delayed).

CORPORATION TAX RETURNS. 7.1 Subject to paragraphs 7.2 and in accordance 7.5, the Buyer will procure that Transgenomic Limited keeps the Seller fully informed of its Tax affairs for any accounting period ended on or before Closing for which final agreement with the provisions relevant Tax Authority of this paragraph, the Seller o sed agent shall at the Seller’s cost amount of Tax due from Transgenomic Limited has not been reached or in relation to any Accounting Period in respect of all which the Seller may be liable to the Buyer under paragraph 2. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for any such period to any Tax Authority without giving the Seller a reasonable opportunity to comment and taking account of the Seller's reasonable representations. The Buyer will procure that Transgenomic Limited will not amend or withdraw any return or computation or any claim, election, surrender or consent made by it for its accounting periods e Completion (ended on or before Closing without giving the Pre-Completion Accounting Periods) prepare Seller a reasonable opportunity to comment and taking account of the Company all corporation tax returns and computations and all clai ers, disclaimers, notices and consents and any other documents for the tion tax (the Pre-Completion Tax Documents). ler Seller's reasonable representations. 7.2 The Seller or its duly authorised agent agents or advisers shall, at the cost of the Seller, prepare and submit the corporation tax computations and returns of Transgenomic Limited for its Accounting Period ending 31 December 2015 (“2015 Tax Documents”). 7.3 The Seller shall deliver all Pre-Completion Tax Docu to the Buyer for comment within a reasonable time comments, at least 45 Business Days prior to the deadline f last date on which the 2015 Tax Documents must be submitted without incurring any interest or penalty, the 2015 Tax Documents which it intends to submit to the Tax Authority before submission to the Tax Authority and subject to this Clause 7 shall take account of the reasonable comments of the Buyer and make such amendments to the 2015 Tax Documents as the Buyer may reasonably require in writing within 30 Business Days of the date of delivery of the 2015 Tax Documents. 7.4 Subject to paragraphs 7.3 and 7.5, the Buyer shall procure that: (a) Transgenomic Limited properly authorises and signs the 2015 Tax Documents and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Seller shall incorporate reasonably require in relation to the 2015 Tax Documents; (b) Transgenomic Limited provides to the Seller, at the cost of the Seller, such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the 2015 Tax Documents; and (c) any reasonable comments made correspondence which relates to the 2015 Tax Documents shall, if received by the Buyer. yer Buyer or Transgenomic Limited or their agents or advisers, be copied to the Seller as soon as is reasonably practicable. 7.5 The Buyer shall be under no obligation to take the comments of the Seller under paragraph 7.1 into account or to procure the authorisation and/or sign tion authorisation, signing or submission to a Tax Authority of any 2015 Tax Document delivered to it under paragraph paragraphs 7.2 to 7.4 which it considers, in its reasonable opinion, is false false, misleading, incomplete or inaccurate in any material respect or would otherwise adversely affect the avoidance of doubt shall be under no obligation to make any enquir eness business or accuracy thereof and shall be entitled to rely entirely on the S ler shall keep the Buyer informed of its conduct in respect Tax affairs of the Pre-Co ents and shall provide the Buyer with copies of all material documents. yer shall (to the extent to which it is able) procure that the Company (at d expense)Buyer, afford such access to the Company's books, accounts and r ry and reasonable to enable the Seller or its duly authorised agent to pr tion Tax Documents. avoidance of doubt: where any matter relating to Tax gives rise to a Tax Claim, paragraph precedence over this paragraph 7; and without prejudice to any rights the Seller may have in damages, this pa shall not prejudice the rights of the Buyer to make a Tax Covenant Clai the Seller has made a payment in satisfaction of a Tax Covenant Claim ny is (within seven years after Completion) entitled to recover from any ng a Tax Authority but excluding the Buyer or any member of the Buyer m in respect of the matter to which the payment made by the Seller rela hall (Buyer’s Tax Group or shall procure that the Company shall) take such action as the S ably request in writing to enforce such recovery against the person in qu d that the Seller pays to the Buyer and the Company in cleared funds a o any proper third party costs and expenses which are incurred by either the Company in taking such action, which amount the Buyer may reque h costs and expenses have been incurred. For the purpose of this para 7.1 Subject r its duly authori nding on or prior to submit on behalf ms, elections, surrend purposes of corpora 7.2 The Sel ments in draft form to or submission and the 7.3 The Bu ing of any Pre- Comple misleading, but for y as to the complet xxxxx and its 7.4 The Sel mpletion Tax Docum 7.5 The Bu the Seller’s cost an ecords as is necessa epare the Pre- Comple 7.6 For the (a) 5 shall take (b) ragraph 7 m.Transgenomic Limited.

CORPORATION TAX RETURNS. 9.1 Subject to and in accordance with the provisions of this paragraphparagraph 9, the Seller o sed agent shall at the Seller’s cost in respect Buyer will have exclusive conduct of all accounting periods e Completion (the Pre-Completion Accounting Periods) prepare and Taxation affairs of the Company all corporation tax returns and computations and all clai ers, disclaimers, notices and consents and any other documents for the tion tax (the Pre-Completion Tax Documents). ler or its duly authorised agent shall deliver all Pre-Completion Tax Docu the Subsidiaries after Closing. 9.2 The Buyer for comment within a reasonable time prior to the deadline f Seller shall incorporate any reasonable comments made by the Buyer. yer shall be under no obligation to procure the authorisation and/or sign tion Tax Document delivered to it under paragraph 7.2 which is false or the avoidance of doubt shall be under no obligation to make any enquir eness or accuracy thereof and shall be entitled to rely entirely on the S ler shall keep the Buyer informed of its conduct in respect of the Pre-Co ents and shall provide the Buyer with copies of all material documents. yer shall (to the extent to which it is able) will procure that the Company (at d expense), afford such access to keeps the Company's books, accounts and r ry and reasonable to enable Sellers or the Seller or its Sellers’ duly authorised agent fully informed of its Taxation affairs in respect of any accounting period ended on or prior to pr tion Tax DocumentsClosing or current at Closing for which final agreement with the relevant Taxation Authority of the amount of Taxation due from the Company or any Subsidiary has not been reached. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for any such period to any Taxation Authority without giving the Sellers a reasonable opportunity to comment and taking account of the Sellers’ reasonable representations provided such representations are received by the Buyer within 7 days of receipt by the Sellers of the relevant documents. 9.3 The Buyer will procure that the Company and any Subsidiary does not amend or withdraw any return or computation or any claim, election, surrender or consent made by it in respect of its accounting periods ended on or before Closing without giving the Sellers a reasonable opportunity to comment and taking account of the Sellers reasonable representations provided such representations are received by the Buyer within 7 days of receipt by the Sellers of the relevant documents. 9.4 For the avoidance of doubt: : 9.4.1 where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 10 shall take precedence over the provisions of this paragraph 79; and without prejudice to any rights and 9.4.2 the Seller may have in damages, provisions of this pa paragraph 9 shall not prejudice the rights of the Buyer to make a Tax Covenant Clai the Seller has made a payment in satisfaction of a Claim under this Tax Covenant Claim ny is (within seven years after Completion) entitled to recover from any ng a Tax Authority but excluding the Buyer or any member of the Buyer m in respect of the matter to which the payment made by the Seller rela hall (or shall procure that the Company shall) take such action as the S ably request in writing to enforce such recovery against the person in qu d that the Seller pays to the Buyer and the Company in cleared funds a o any proper third party costs and expenses which are incurred by either the Company in taking such action, which amount the Buyer may reque h costs and expenses have been incurred. For the purpose of this para 7.1 Subject r its duly authori nding on or prior to submit on behalf ms, elections, surrend purposes of corpora 7.2 The Sel ments in draft form to or submission and the 7.3 The Bu ing of any Pre- Comple misleading, but Liability for y as to the complet xxxxx and its 7.4 The Sel mpletion Tax Docum 7.5 The Bu the Seller’s cost an ecords as is necessa epare the Pre- Comple 7.6 For the (a) 5 shall take (b) ragraph 7 m.Taxation.

CORPORATION TAX RETURNS. 9.1 Subject to and in accordance this paragraph 9, the Buyer will have exclusive conduct of all Tax affairs of the Company after the Completion Date. 9.2 The Buyer will procure that the Company keeps the Seller fully informed of its Tax affairs for any accounting period ended on or before the Completion Date for which final agreement with the provisions relevant Tax Authority of this paragraph, the amount of Tax due from the Company has not been reached. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for any such period to any Tax Authority without giving the Seller o sed a reasonable opportunity to comment and taking account any reasonable representations made by the Seller. 9.3 The Buyer will procure that the Company does not amend or withdraw any return or computation or any claim, election, surrender or consent made by it for its accounting periods ended on or before the Completion Date without giving the Seller a reasonable opportunity to comment and taking account of any reasonable representations made by the Seller. 9.4 The Buyer shall procure that the returns and computations referred to in this paragraph 9.4 shall be authorised, signed and submitted to the relevant Tax Authority without amendment or with any amendments as the Buyer reasonably considers to be necessary and shall give the Seller or their agent shall all reasonable assistance (at the Seller’s cost and expense) to finalise those returns and computations with the relevant Tax Authority, save where the return or computation is not full, true and accurate in respect of all accounting periods e Completion (material respects. 9.5 The Seller shall take all reasonable steps to ensure that the Pre-Completion Accounting Periods) prepare and of the Company all corporation tax returns and computations of the Company for all accounting periods ended on or before the Completion Date are prepared and all clai ers, disclaimers, notices and consents and any other documents for the tion tax (the Pre-Completion Tax Documents). ler or its duly authorised agent shall deliver all Pre-Completion Tax Docu the Buyer for comment within a reasonable time prior submitted to the deadline f Seller shall incorporate any reasonable comments made by the Buyer. yer shall be under no obligation to procure the authorisation and/or sign tion relevant Tax Document delivered to it under paragraph 7.2 which is false or Authority as soon as possible. 9.6 For the avoidance of doubt shall be under no obligation to make any enquir eness or accuracy thereof and shall be entitled to rely entirely on the S ler shall keep the Buyer informed of its conduct in respect of the Pre-Co ents and shall provide the Buyer with copies of all material documents. yer shall doubt: (to the extent to which it is ablea) procure that the Company (at d expense), afford such access to the Company's books, accounts and r ry and reasonable to enable the Seller or its duly authorised agent to pr tion Tax Documents. avoidance of doubt: where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 10 shall take precedence over the provisions of this paragraph 79; and without prejudice to any rights and (b) the Seller may have in damages, provisions of this pa paragraph 9 shall not prejudice the rights of the Buyer to make a Tax Covenant Clai the Seller has made a payment in satisfaction of a Claim under this Tax Covenant Claim ny is (within seven years after Completion) entitled to recover from any ng a Tax Authority but excluding the Buyer or any member of the Buyer m in respect of the matter to which the payment made by the Seller rela hall (or shall procure that the Company shall) take such action as the S ably request in writing to enforce such recovery against the person in qu d that the Seller pays to the Buyer and the Company in cleared funds a o any proper third party costs and expenses which are incurred by either the Company in taking such action, which amount the Buyer may reque h costs and expenses have been incurred. For the purpose of this para 7.1 Subject r its duly authori nding on or prior to submit on behalf ms, elections, surrend purposes of corpora 7.2 The Sel ments in draft form to or submission and the 7.3 The Bu ing of any Pre- Comple misleading, but Liability for y as to the complet xxxxx and its 7.4 The Sel mpletion Tax Docum 7.5 The Bu the Seller’s cost an ecords as is necessa epare the Pre- Comple 7.6 For the (a) 5 shall take (b) ragraph 7 m.Tax.