Group arrangements. 8.6.1. The Company has never been a member of any group of companies for any Taxation purpose.
8.6.2. The Company has not ceased to be a member of a group of companies for the purposes of sections 178 and 179 TCGA and will not cease to be a member of such a group as a result of Completion.
8.6.3. The Company has not at any time within the period of six years ending with the date of this agreement, acquired any assets other than trading stock from any company which, at the time of the acquisition, was a member of the same group (as defined in section 170 TCGA) as the Company.
8.6.4. The Disclosure Letter sets out full details of any surrender or agreement to surrender, or acceptance or agreement to accept the surrender, by the Company of any amount by way of group relief under the provisions of sections 402, 403 and 407 to 413 Taxes Act.
8.6.5. All claims for group relief made by the Company were valid and have been or will be allowed by way of relief from corporation tax and the Company is not and will not, as a result of anything done before the date of this agreement, become liable to make any payment for an amount surrendered by any other company under or in connection in with the provisions of section 402 Taxes Act.
8.6.6. The Company is not and has not at any time been party to any arrangement falling within section 410 Taxes Act.
8.6.7. The Company has not made or purported to make any election under section 247 Taxes Act.
8.6.8. The Company has not made nor received nor purported to make or receive any surrender of the benefit of ACT under section 240 Taxes Act.
8.6.9. The Company is not liable to be assessed to any Taxation under the provisions of section 190 TCGA.
Group arrangements. 8.5.1 The Company has never been a member of any group of companies for any Taxation purpose other than of the Group.
8.5.2 The Company will not cease to be a member of a group of companies for the purposes of sections 178 and 179 TCGA as a result of Completion.
8.5.3 The Company has not at any time within the period of six years ending with the date of this agreement, acquired any assets other than trading stock from any company which, at the time of the acquisition, was a member of the same group (as defined in section 170 TCGA) as the Company.
8.5.4 The Disclosure Letter sets out full details of any surrender or agreement to surrender, or acceptance or agreement to accept the surrender, by the Company of any amount by way of group relief under the provisions of sections 402, 403 and 407 to 413 Taxes Act.
8.5.5 All claims for group relief made by the Company were valid and have been or will be allowed by way of relief from corporation tax and the Company is not and will not, as a result of anything done before the date of this agreement, become liable to make any payment for an amount surrendered by any other company under or in connection in with the provisions of section 402 Taxes Act.
8.5.6 The Company is not and has not at any time been party to any arrangement falling within section 410 Taxes Act.
8.5.7 The Company has not made or purported to make any election under section 247 Taxes Act.
8.5.8 The Company has not made nor received nor purported to make or receive any surrender of the benefit of ACT under section 240 Taxes Act.
Group arrangements. The Company had a single dormant wholly owned subsidiary, Radioshack Limited with which it did not carry out any transactions. The shares of this subsidiary were transferred by the Company prior to Closing.
Group arrangements. So far as the Seller is aware, there are no circumstances by virtue of which section 410 or 413 of ICTA 1988 would prevent each member of the Group resident in the United Kingdom being treated as a member of the same group of companies as each other such member so resident within Chapter IV Part X of ICTA 1988 for any accounting period commencing on or before the date of this Agreement.
Group arrangements. None of the Obligors is permitted to be a member of a control agreement, profit and loss transfer agreement or any other group arrangement.
Group arrangements. 39.1 The person specified as shareholder in Schedule 15 (Basic information about the Subsidiaries) which relates to each member of the Group (apart from the Company) is the beneficial owner of all the shares in that member of the Group and no such shares are held such that any profit on the sale of those shares would be a trading receipt.
39.2 There are no circumstances by virtue of which section 410 or 413 ICTA 1988 would prevent each member of the Group being treated as a member of the same group of companies as each other such member for the purposes of Chapter IV Part X ICTA 1988 for any accounting period commencing on or before the date of this agreement.
39.3 No member of the Group resident in the United Kingdom for Tax purposes has made any surrender of or claim for (i) group relief or (ii) a refund of tax within section 102 Finance Act 1989 which involves any company which is not a member of the Group.
39.4 No member of the Group resident in the United Kingdom for Tax purposes has received any payment in respect of a surrender of group relief or of a tax refund which could, in any circumstances, be due to be repaid to any company other than another member of the Group.
Group arrangements. 33.1 The first named member listed at paragraph (H) in that part of Attachment 2, Part B (Basic Information about the Subsidiaries) which relates to each member of the Group (apart from the Company) is the beneficial owner of all the shares in that member of the Group and no such shares are held such that any profit on the sale of those shares would be a trading receipt.
33.2 So far as the Seller is aware, there are no circumstances by virtue of which section 410 or 413 ICTA 1988 would prevent each member of the Group being treated as a member of the same group of companies as each other such member for the purposes of Chapter IV Part X ICTA 1988 for any Accounting Period commencing on or before the date of this Agreement.
33.3 No member of the Group has entered into any arrangements with HMRC or the Inland Revenue within the meaning of section 36 Finance Xxx 0000.
Group arrangements. 34.1 The Company is the beneficial owner of all the shares in each Subsidiary and no such shares are held such that any profit on the sale of those shares would be a trading receipt.
34.2 So far as the Seller is aware, there are no circumstances by virtue of which any of the provisions of Chapter 5 of Part 5 CTA 2010 would prevent each member of the Group being treated as a member of the same group of companies as each other such member for the purposes of Part 5 CTA 2010 for any Accounting Period commencing on or before the date of this Agreement.
34.3 The Company has not entered into any arrangements with HMRC or the Inland Revenue within the meaning of section 36 Finance Xxx 0000. In this Schedule 4, unless otherwise specified, “Consideration” means £26,000,000.
1. Limitation on quantum and general
(A) The Purchaser shall not be entitled to damages or other payment in respect of any claim or claims under any of the Warranties in respect of any individual claim (or series of related claims with respect to related facts or circumstances):
(i) for less than £35,000 (excluding interest and costs) (and for this purpose, all claims arising out of the same event, fact, matter or circumstance shall be treated as a single claim); or
(ii) unless and until the aggregate amount of all such claims for which the Seller is liable (taking no account of those referred to in (i) above) exceeds £500,000, but once the aggregate amount of all such claims has exceeded such sum, the Seller shall be liable under the Warranties in respect of the full amount of all such claims and not only the amount by which such sum is exceeded. For the purposes of establishing whether any claim falls to be notified under paragraph 2 below all amounts available for set off or otherwise liable to be deducted from the amount of such claim by virtue of the operation of the subsequent paragraphs of this Schedule shall first be taken into account in order to determine whether the amount of the claim exceeds the thresholds in this sub-paragraph 1(A).
(B) The total aggregate liability of the Seller under this Agreement (including all legal and other costs and expenses) shall not in any event exceed an amount equal to 25 per cent. of the Consideration, except in relation to the covenants given by the Seller under this Agreement to the extent they apply after the Completion Date, in which case no such limit shall apply.
(C) Each provision of this Schedule shall be read and construed without prejudice t...
Group arrangements. No member of the Group has in the past six years received any payment in respect of a surrender of group relief or of surplus advance corporation Tax or of a Tax refund which could, in any circumstances, be due to be repaid to any company other than another member of the Group.
Group arrangements. 11.1 The Buyer shall procure that the Company which is a member of the group payment arrangement with the Seller or any member of the Seller’s Group made pursuant to section 36 FA 1998 (GPA) contributes to British United Provident Association Limited (Nominated Company), on whichever is the later of five Business Days after written demand is made therefor by the Seller to the Buyer or five Business Days before the due date for payment to HM Revenue & Customs of the underlying corporation tax liability, an amount equal to any, or any instalment of, corporation tax which is to be or has been discharged by the Nominated Company on behalf of the Company in question (the “Payment”), pursuant to the GPA (as certified by the Nominated Company), provided always that no such contribution shall be made to the extent that the Buyer would otherwise have been able to make a claim against the Seller under this Schedule (disregarding paragraphs 2, 3 and 4 of Schedule 5) in respect of such corporation tax or instalment of corporation tax or to the extent that such contribution was paid on or before Completion.
11.2 The Seller shall:
(a) procure that there shall before any statutory deadline be paid or accounted for to HM Revenue & Customs an amount equal to any Payment following receipt of it in the event that a Payment is made in respect of a liability to corporation tax which has not been discharged;
(b) procure that there shall be (subject to paragraph 11.2(c) below) promptly apportioned to the Company an amount equal to each Payment, such apportionment to be made by reference to the payment of corporation tax in respect of which the Payment was paid;
(c) not without the Buyer’s written consent (not to be unreasonably withheld), reapportion any amount previously apportioned to the Company pursuant to the GPA; and
(d) promptly (and in any case within five Business Days of receipt thereof from a Tax Authority) pay, or procure that there is paid, to the Company an amount equal to:
(i) any excess by which the amount or the aggregate amount of any Payments exceeds the amount of Tax finally apportioned to the Company in respect of which the Payments are made; and
(ii) interest on such excess that has been paid by HM Revenue & Customs to the Seller on overpaid corporation tax during the period from the date of the payment of the Payment to the date of payment of such excess pursuant to paragraph 11.2(d)(i).
