CT Adjustments Clause Samples
CT Adjustments. 12.7.1 The Purchase Price shall be increased by the Purchaser paying to the Seller an amount equal to any CT paid by the Seller on any receipts taken into account, using the Accruals Basis of Accounting, for the purposes of Clause 3.7, the Petroleum Sales Adjustment.
12.7.2 The Purchase Price shall be decreased by the Seller paying to the Purchaser an amount equal to any CT relief received by the Seller on any cash calls paid and any expenditure taken into account, using the Accruals Basis of Accounting, for the purposes of Clause 3.6, the Cash Calls Adjustment and Clause 3.8, the Interim Period Adjustment.
12.7.3 The Parties recognise that adjustments under this Clause 12.7 are notional adjustments, as opposed to actual payments of, reliefs from or reductions in CT liabilities. For the purpose of calculating these notional adjustments it shall be assumed that both the Seller and the Purchaser are single companies with no brought forward losses who are paying CT at the standard rate applicable for the period concerned. Such notional adjustments shall be effected by deducting from each relevant payment a notional CT charge. In calculating the notional CT charge, the CT rate to be used will be the rate which applies at the end of the month in which the receipt or payment arises, or if the rate of CT changes during a month the arithmetic mean of the rates applicable for that month shall be used.
12.7.4 If the Parties cannot reach agreement on all or part of the adjustments referred to in this Clause 12.7 within thirty (30) Business Days of receipt by the Purchaser from the Seller of the Seller’s estimate of such adjustments, the adjustments in dispute may be referred by either the Seller or the Purchaser for determination by an independent expert nominated by the Parties or, in the absence of agreement between the Parties within five (5) Business Days of a Party notifying the other that it proposes to refer the dispute to an expert, by the President of the Institute of Chartered Accountants in England and Wales on the application of either the Seller or the Purchaser. Within twenty (20) Business Days after the appointment of such expert, each Party may submit to the expert a statement of the nature of the dispute, a description of the submitting Party’s claims with respect thereto, and any other supporting documentation or materials with respect thereto that the submitting Party desires the expert to consider. The Party submitting such statement shall provide...
CT Adjustments. 12.8.1 The Final Consideration shall be increased by the Purchaser paying to the Sellers an amount equal to Notional CT paid by the Sellers (or their Affiliates) on any income or other receipts taken into account for the purposes of Clause 3;
12.8.2 The Final Consideration shall be decreased by the Sellers paying to the Purchaser an amount equal to:
(a) Notional CT relief received by the Sellers (or their Affiliates) on:
(i) any cash calls paid and taken into account for the purposes of Clause 3;
(ii) any expenditure taken into account for the purposes of Clause 3; and
(iii) any PRT paid, net of any PRT repayments received by the Sellers (or their Affiliates) and taken into account for the purposes of Clauses 12.7.1(a) and 12.7.1(b); and
(b) Notional CT paid by the Purchaser on, or arising from the effective PRT relief received by the Purchaser and referred to under Clause 12.7.1(c);
12.8.3 The Parties recognise that adjustments to the Final Consideration under this Clause 12.8 are notional adjustments, as opposed to actual payments of, reliefs from or reductions in CT liabilities. For the purpose of calculating the Notional CT it shall be assumed that each Seller (or its Affiliates) and the Purchaser are single companies with no brought forward losses who are paying CT at the standard rate applicable for the period concerned and that the Notional CT includes the Supplementary Charge to ring fence trades. Such notional adjustment shall be effected by deducting from each relevant payment a Notional CT charge.
12.8.4 The provisions of Clauses 12.8.1, 12.8.2 and 12.8.3 shall also apply to any Benefits reimbursed and Obligations accounted for under Clauses 7.1, 7.2 and 7.3 to the extent that any such Benefit or Obligation has not been taken into account in the Adjustments.