Group matters. No Group Company is liable to pay any amount for Group Relief (or to repay any amount received for Group Relief) to any person which is not a Group Company.
Group matters. 8.1 Transgenomic Limited is not and has never been a member of a group of companies for Tax purposes.
Group matters. Linkwell and the Company agree that all decisions and matters that may affect any Group Member or the Group as a whole shall be discussed and decided by the Board in accordance with the provisions of this Agreement.
Group matters. 5.1 The Disclosure Letter contains the details of any asset acquired by the Target Company within the last six years from another company which was, at the time of acquisition or which has at any time after such acquisition, become a member of the same group of companies as the Target Company for the purposes of any tax where such asset has a value in excess of £50,000 and will be held by the Target Company at Closing.
5.2 The particulars of each claim made under Section 152, 153 or 154 TCGA 1992 (whether as modified by Schedule 7AB or not) or Part 7 of Schedule 29 to Finance Xxx 0000 which affects any asset which was owned by the Target Company on or after the Accounts Date have been disclosed in the Disclosure Letter.
5.3 No liability to tax would be incurred (or would be incurred but for the availability of any relief, allowance, deduction or credit) by the Target Company on a disposal by it of all or any of its assets:
(a) in the case of each asset owned by it at the Accounts Date where such asset has a value in excess of £50,000, a consideration equal to the value attributed to that asset in preparing the Accounts; or
(b) in the case of any asset acquired since the Accounts Date where such asset has a value in excess of £50,000, a consideration equal to the consideration given for the asset.
5.4 The Target Company has not, within the last six years, been a party to any elections under Section 171A or 179A TCGA or paragraph 66 Schedule 29 Finance Xxx 0000.
5.5 The Target Company has not obtained relief from stamp duty or stamp duty land tax under Section 76 Finance Xxx 0000, Section 42 Finance Xxx 0000, Section 151 Finance Xxx 0000 or Schedule 7 Finance Xxx 0000 within the last three years which will or, so far as the Seller is aware, may be withdrawn pursuant to Section 111 or 113 Finance Xxx 0000 or Schedule 7 Finance Xxx 0000.
5.6 The Disclosure Letter sets out details of all surrenders of or claims to which the Target Company has been a party within the last six years for (i) any amount by way of group relief under the provisions of Sections 402 to 413 (inclusive) of the Taxes Act (group relief) and (ii) any right to a refund of tax under the provisions of Section 102 of the Finance Xxx 0000.
Group matters. 1.3.1 The Disclosure Letter contains details of:
(A) every grouping, fiscal consolidation, fiscal unity or similar arrangement applicable for any Tax purpose (a “Tax Grouping”) of which each Group Company is and has been a member of in the five years prior to Completion;
(B) any agreement relating to the use or sharing of any Tax Reliefs arising to one member of a Tax Grouping by any other member of that Tax Grouping to which any Group Company has been or is party to or was or is otherwise involved in; and
(C) any claims made by or against a Group Company in the seven years prior to Completion relating to the use or sharing of any Tax Reliefs within a Tax Grouping of which that Group Company was a member (including whether the Group Company received or made any payment or other value in respect of the same).
1.3.2 No company other than a Group Company has been a member of any Tax Grouping details of which have been provided in the Disclosure Letter for the purposes of paragraph 1.3.1(A).
1.3.3 So far as the Seller is aware, there are no existing or proposed arrangements or circumstances which would or may cause a Group Company to cease to be a member of a Tax Grouping prior to Completion.
1.3.4 The entering into of this Agreement or the sale and purchase of the Quotaholding pursuant to this Agreement will not give rise to any deemed disposal or realisation by any Group Company of any asset or to any material liability for any Taxation purpose or to the clawback of any material Tax Relief previously given or to the restriction or loss of any material Tax Relief.
Group matters. 11.1 Full details of all assets currently owned by any Group Company in respect of which as a result of a transaction or event occurring on or before Completion:
(a) a charge may arise on the sale of the Company pursuant to this Agreement or
(b) a charge may arise on any Group Company ceasing to be a member of the same group of companies as any other company in the six years following Completion under section 179 TCGA (company ceasing to be a member of the group) are set out in the Disclosure Letter. 80
11.2 No Group Company has agreed to make nor is entitled to receive any payment for group relief or surplus advance corporation tax or repayment of Taxation surrendered by it or to it to or by a company which is not a Group Company which remains unpaid.
11.3 No Taxation is or may be payable by any Group Company pursuant to section 190 TCGA in respect of any chargeable gain which accrued or will accrue prior to Completion and no Group Company has at any time within the two years ending at Completion transferred any assets other than trading stock to any company which at the time of disposal was a member of the same group (as defined in section 170 of the TCGA) as the Company.
11.4 No Group Company has paid any dividend without accounting for advance corporation tax or made any payment without deducting income tax in circumstances such that advance corporation tax ought to have been accounted for or income tax ought to have been deducted.
Group matters. The Company is not nor has ever been a member of a group for any Tax purpose.
Group matters. 10.1 No Group Company has been a member of a group for any Tax purposes (other than with only one or more of the other Group Companies), been owned by or been a member of a consortium, or been an associated company (other than with another Group Company).
10.2 In the six year period ending on the date of this Agreement no Group Company has:
10.2.1 made or received, or agreed to make or receive, any surrender of Group Relief;
10.2.2 acquired any asset, loan relationship or derivative contract from any other company which at any relevant time was a member of the same group of companies as any other Group Company or was an associated company;
10.2.3 made any intra-group transfers of assets in circumstances such that any Group Company was regarded as realising a chargeable gain on the appropriation of the asset to or from trading stock under section 173 TCGA;
10.2.4 incurred any liability under sections 176, 189 or 190 TCGA; or
10.2.5 entered into or become subject to any arrangement for the group payment of Tax.
10.3 In respect of every surrender or claim for Group Relief or consortium relief made or received or agreed to be made or received by any Group Company in the six years ending on the date of this Agreement, no payment remains due or outstanding from another Group Company and no further action is required of any Group Company to give effect to such surrender or claim. So far as the Seller is aware, such claims, elections and surrenders are not likely to be the subject of any material dispute with a Tax Authority.
10.4 Neither the sale of the Shares pursuant to this agreement, the entry into of this agreement nor Completion will give rise to any liability of any Group Company to account for Tax (whether as a result of any de-grouping charge or any claw-back or withdrawal of any claim for Relief or otherwise).
Group matters. The Company is not and has never been a member of a group of companies for any Taxation purpose. CLOSE COMPANY
Group matters
