Demergers. The Company has not been engaged in nor been a party to any of the transactions set out in sections 213 to 218 inclusive, ICTA 1988 nor has it made or received a chargeable payment as defined in section 218(1), ICTA 1988.
Demergers. The Company has not been engaged in nor been a party to any of the transactions set out in sections 213 to 218 inclusive, TA 88 nor has it made or received a chargeable payment as defined in section 218(1), TA 88.
Demergers. No UK Group Company has so far as the Vendor is aware, been engaged in, or been a party to, any of the transactions set out in ICTA 213 to 218 (Demergers) or has made or
received a chargeable payment as defined in s214 (Chargeable payments connected with exempt distributions).
Demergers. No Group Company has been engaged in nor been a party to any of the transactions set out in Chapter 5 of Part 23 of CTA 2010 or ss.213 to 218 of the ICTA (Demergers).
Demergers. Upon the terms and conditions contained herein, as of the Effective Time:
(a) NCS shall transfer to the New Securities Company by means of an absorption-type corporate demerger (i) all of the tangible and intangible assets and rights held by NCS in connection with its business (including the shares or other ownership interests of all NCS Subsidiaries and Associates that are owned directly by NCS and the Nikko Marks) except for cash and/or cash equivalents in an amount equal to the Estimated Excess Capital, the New Securities Company Shares, and the Excluded Assets, and (ii) all of NCS’s obligations and liabilities except for the Excluded Liabilities, in exchange for additional New Securities Company Shares, in accordance with the NCS Demerger Agreement (the “NCS Demerger”). For the avoidance of doubt, if there exists any discrepancy between (a) the definition of the Excluded Liabilities hereunder and (b) the liabilities that are provided in the NCS Demerger Agreement (as the same may be construed by any Governmental Authority) as not to be assumed by the New Securities Company, such discrepancy will not affect or amend any provisions hereunder and the parties’ rights and obligations arising thereunder, including the definition of the Excluded Liabilities and indemnification provision among the Parties relating thereto.
(b) NCL shall transfer to the New Securities Company by means of an absorption-type corporate demerger (i) its employment agreements with the Employed Related Personnel and any and all rights and obligations related thereto (excluding, however, any Excluded Liabilities), (ii) all arrangements, services or assets (including pension fund assets) relating to the employment agreements with the Employed Related Personnel that are necessary to maintain the terms and conditions of the employment of the Employed Related Personnel equivalent to those as of the Closing Date, unless such arrangement, service or asset has otherwise been waived or relinquished by such Employed Related Personnel, and (iii) all agreements with NCL’s clients regarding public equity capital market transactions or public debt capital market transactions (“Transferred Client Agreements”) that remain unperformed as of the close of business on the Closing Date (excluding, however, any Excluded Liabilities), in exchange for the New Securities Company’s payment of cash in the amount of the NCL Demerger Consideration, in accordance with the NCL Demerger Agreement (the “NCL Demerger...
Demergers. The Company has not been engaged in nor been a party to any of the transactions set out in Chapter 5 of Part 23 of CTA 2010 or ss.213 to 218 of the ICTA (Demergers).
Demergers. No Target Entity has been concerned in any exempt distribution within Chapter 5, Part 23 of CTA 2010 within the period of six years preceding Closing (demergers: exempt distributions).
Demergers. No member of the Group is a company concerned in an exempt distribution made within the five years ending on the date of this agreement for the purposes of section 214 ICTA (chargeable payments concerned with exempt distributions).
Demergers. No Group Company has been concerned in any exempt distribution within section 213 to the Taxes Act within the period of six years preceding Completion (demergers: exempt distributions).
Demergers. No Group Company has been engaged in or been a party to any of the transactions set out in sections 213 to 218 inclusive, TA 88 nor has it made or received a chargeable payment as defined in section 218(1), TA 88.
