Group Payment Arrangements Sample Clauses

Group Payment Arrangements. The Company has not entered into any group payment arrangements under the provisions of section 36 FA 1998.

Group Payment Arrangements. Each Relevant Seller agrees to procure that the nominated company for any Group Payment Arrangement shall give notice to any relevant Tax Authority to the effect that all Target Group Companies will immediately cease from Completion to be a member of the Group Payment Arrangement. The Purchaser shall procure that each Target Group Company reimburses the nominated company for the payments of Tax made on its behalf under the relevant Group Payment Arrangement provided that no payment shall be made to the extent that the Sellers would have become liable to make any payment under Clause 8.1 in respect of such Tax. To the extent that any reimbursement payment made by a Target Group Company to the nominated company for the relevant Group Payment Arrangement in respect of its share of the Taxes due under the Group Payment Arrangement proves to be an overpayment then, to the extent that (a) such overpayment was treated as an asset in the 2010 Accounts, or (b) such overpayment relates to a period commencing after the Locked Box Date (save to the extent that the Purchaser has recovered an amount in respect of such overpayment under Clause 8.1), then each Relevant Seller shall procure that the nominated company for the relevant Group Payment Arrangement shall pay to the Target Group Company concerned the amount of such overpayment no later than five (5) Business Days after service by the Purchaser of a notice containing a written demand for repayment of such Tax.

Group Payment Arrangements. (a) To the extent that any Group Company makes a payment, whether before or after the Closing, to a Seller Party or any Affiliate of a Seller Party as may be necessary to settle any Liabilities that the relevant Seller Party or any Affiliate of a Seller Party may have in respect of the Tax of such Group Company pursuant to any group payment arrangement made pursuant to Section 59F of the United Kingdom Taxes Management Act 1970 (the “GPA”), the Company shall: (i) procure that there shall be promptly paid to HMRC an amount equal to such payment except to the extent that a payment to HMRC has already been made in respect of the relevant liability (a “UK Tax Payment”); (ii) procure that there shall be (subject to Section 6.11(c) below and except to the extent that an apportionment has already been made in respect of the relevant Liability) promptly apportioned to the relevant Group Company an amount equal to each UK Tax Payment, such apportionment to be made by reference to the payment of U.K. Corporation Tax in respect of which the UK Tax Payment was paid; (iii) not, without Buyer’s prior written consent (not to be unreasonably withheld or delayed), and unless required by applicable Law, reapportion any amount previously apportioned to any Group Company pursuant to the GPA; (iv) promptly (and in any case within five (5) Business Days of receipt thereof from HMRC) pay, or procure that there is paid, to the relevant Group Company an amount equal to any excess by which the amount or the aggregate amount of any UK Tax Payments exceeds the amount of Tax for which the relevant Group Company is actually liable for the taxable period in respect of which the UK Tax Payments are made. (b) To the extent that the amount apportioned to any member of the GPA proves to be lower or higher than the amount of Tax for which the relevant member is actually liable in respect of the relevant period, the Parties shall procure that, where just and reasonable, adjusting payments shall be made in respect of interest on under or over paid corporation tax installment payments so that no member of the GPA shall be in a worse position that such member would have been in had the GPA not been in place. (c) To the extent that any Seller Party or Affiliate of a Seller Party is required to make a payment to HMRC under the GPA in respect of a Tax liability of any Group Company that is included as a liability of the relevant Group Company in Final Net Working Capital or Final Net Debt, Buyer sh...

Group Payment Arrangements. 23.1 No Group Member has entered into any group payment arrangements under the provisions of section 36 FA 1998.

Group Payment Arrangements. 15.13 The Company has not entered into any group payment arrangements under the provisions of section 36 Finance ▇▇▇ ▇▇▇▇.

Group Payment Arrangements. 10.1 The Buyer shall procure that each Group Company contributes to the Nominated Member within ten Business Days after written demand is made by the Seller (or, if later, five Business Days before the amount becomes due and payable to the Tax Authority, as notified by the Seller to the Buyer), an amount equal to any instalment of corporation tax which is to be or has been discharged by the Nominated Member on behalf of each such company pursuant to a Group Payment Arrangement (as certified by the Nominated Member); provided that no such contribution shall be made to the extent that: 10.1.1 such contribution was made prior to or on Completion; or 10.1.2 the Buyer would otherwise have been able to make a successful Tax Claim against and the Seller in respect of that Tax (and no such Tax Claim shall be made to the extent that such Tax is borne by the Nominated Member or any other member of the Seller’s Group). 10.2 The Seller shall: 10.2.1 procure that the Nominated Member shall pay to the relevant Tax Authority as soon as reasonably practicable following receipt thereof (or, if later, when the relevant amount is due and payable to the relevant Tax Authority) an amount equal to any amount contributed pursuant to paragraph 10.1 of this Part 4 by any Group Company pursuant to a Group Payment Arrangement in respect of any instalment of corporation tax (a “Contributed Amount”); 10.2.2 procure that the Nominated Member shall (subject to paragraph 2.2.3 below) apportion to the relevant Group Company each Contributed Amount, such apportionment to be made by reference to the instalment or instalments of corporation tax in respect of which the Contributed Amount was paid; and 10.2.3 pay, or procure that there is paid, to the relevant Group Company an amount equal to any excess of any amount contributed to the Nominated Company pursuant to a Group Payment Arrangement by any Group Company in accordance with paragraph 10.1 of this Part 4 in respect of any instalment of the relevant Group Company's corporation tax over the amount of corporation tax finally apportioned to the Group Company in respect of that instalment as soon as reasonably practicable following such final apportionment, and the Buyer shall provide the Seller with such assistance and provide such information as the Seller reasonably requires to enable it to comply with such obligations.

Group Payment Arrangements. In the last three years the Company has not made nor been party to any arrangements with HMRC with respect to payment of corporation tax pursuant to section 36 of the FA 1998.