Group Relief. Except as provided in the Accounts, the Company is not or will not be obliged to make or be entitled to receive any payment for group relief as defined in section 402(6) of ICTA 1988 in respect of any period ending on or before the Accounts Date, or any payment for the surrender of the benefit of an amount of advance corporation tax or any repayment of such a payment.
Group Relief. (i) In the case of Tax Returns described in clause (ii) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groups.
(ii) Where either SCL or XXXX claims losses or excess charges from the other group, it shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity.
(iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other ...
Group Relief. Except as provided in the Accounts, the Company is not, nor will be, obliged to make or be entitled to receive any payment for the surrender of group relief (within the meaning of Part 5 of CTA 2010) to or by the Company in respect of any period ending on or before Completion, or any payment for the surrender of the benefit of an amount of advance corporation tax or any repayment of such a payment.
Group Relief. (a) Parent agrees it shall procure that neither it nor any of its affiliates shall unilaterally revoke any claim for or surrender of Group Relief which has been made prior to the date of this Agreement in relation to any Subsidiary.
(b) If and to the extent that Parent from time to time so requests in writing, Buyer shall procure that the relevant Subsidiary specified in the request, surrenders for no consideration, any Available Losses or Tax Refunds (to the extent such Available Losses or Tax Refunds have not been taken into account in the preparation of the combined balance sheet of the Business prepared in accordance with Article 2.9
(a) with the effect that a provision in respect of United Kingdom corporation tax which would otherwise have been made is reduced) in respect of any accounting period commencing before Closing in such amount and to such persons as shall be specified in the request and Buyer shall procure that the Subsidiary gives all consents, makes all returns or claims and takes all other action as may be necessary for the purpose. Parent may cancel, amend or replace any request.
(c) Parent shall be entitled to require that Buyer shall and shall procure that any relevant Subsidiary co-operates and takes all reasonably necessary steps to claim or utilize any Available Losses by way of Group Relief or Tax Refunds which are available from another Subsidiary (except to the extent such Available Losses or Tax Refunds were taken into account in the preparation of the combined balance sheet of the Business prepared in accordance with Article 2.9
(a) with the effect that a provision in respect of United Kingdom corporation tax for that Subsidiary would otherwise have been made or increased) or any affiliate of the Parent for accounting periods commencing before Closing as can lawfully be made. If and to the extent (x) a payment has been made to Buyer out of the Escrow Account pursuant to Article 2.9(c) above and (y) the combined balance sheet of the Business prepared in accordance with Article 2.9(a) above included a provision in respect of United Kingdom corporation tax in respect of any of the Subsidiaries, Buyer shall or shall procure that payment is made forthwith to Parent (or to such other person as Parent may direct) for such Available Losses or Tax Refund equal to (i) in respect of any Available Losses, the full rate of United Kingdom corporation tax applicable for the relevant accounting period (such rate to be time weighted to the exte...
Group Relief. For any accounting period beginning after the accounting periods described in Section 3.14 hereof:
Group Relief. (i) SpinCo shall procure that each relevant member of the SpinCo Group shall surrender to, or claim from, a relevant member of the Distributing Group, and (ii) Distributing shall procure that each relevant member of the Distributing Group shall claim from, or surrender to, a relevant member of the SpinCo Group, any Group Relief available in respect of all Pre-Distribution Periods, provided that neither SpinCo nor Distributing shall be obliged to procure that any member of its Group makes (x) any such surrender of Group Relief to a member of the other Group ahead of any surrender of Group Relief to another member of its own Group, or (y) any such claim of Group Relief from a member of the other Group ahead of any claim of Group Relief available from a member of its own Group. Distributing and SpinCo shall procure that the relevant members of its Group use all reasonable endeavors to procure that full effect is given to surrenders and claims to be made under this Section 3.9 and that such surrenders and claims are allowed in full by HM Revenue & Customs, including signing and submitting to HM Revenue & Customs all such notices of consent to surrender (including provisional or protective notices of consent in cases where any relevant UK corporation tax computation has not yet been agreed).
(b) To the extent any surrender is made under Section 3.9(a), in consideration for each such surrender, SpinCo and Distributing shall procure that the relevant member of its Group that is the company claiming Group Relief (the “Claiming Party”) shall pay to the member of the other Group that is the surrendering company a sum equal to the amount of UK corporation tax from which the Claiming Party has been relieved by virtue of the surrender being made. Any sum payable under this Section 3.9(b) shall be paid on the date on which any corporation tax chargeable on the taxable profits of the Claiming Party for the Taxable Period to which the relevant surrender relates becomes due and payable (or would have become due and payable had the Claiming Party incurred any liability to UK corporation tax in respect of that Taxable Period).
Group Relief. The Disclosure Letter details all relevant surrenders of or claims for group relief or advance corporation tax which affect any of the Companies for accounting periods in respect of which no final agreement has been reached with the relevant Tax Authority as to its Tax affairs or which were made in the seven years ending with the date of this Agreement.
Group Relief. Where and to the extent that the Sellers would otherwise be liable to indemnify against or otherwise discharge Taxes of a Purchased Entity under this Agreement or the Sellers have agreed on or before the Closing Date to surrender a specific amount of losses (even if such amount is provisional) under a pre-existing contractual arrangement, the Sellers shall and shall procure that their Affiliates shall cooperate fully in surrendering to the Purchased Entities all group relief and consortium relief amounts, up to the amount for which the Sellers would otherwise be liable or which has been agreed to be surrendered, that such Purchased Entities are entitled to claim in accordance with the ICTA.
Group Relief. 8.1 Except as provided in the Accounts, neither the Company nor any Subsidiary is, or will be, obliged to make or be entitled to receive any payment in pursuance of an agreement as respects amounts surrendered by way of group relief as defined in section 183 of CTA 2010 to or by the Company or any Subsidiary in respect of any period ending on or before Completion, or any payment for the surrender of the benefit of an amount of advance corporation tax or any repayment of such a payment.
8.2 The Disclosure Letter contains, with express reference to this paragraph, full details of every written agreement relating to the claim or surrender of group relief (as defined by Part 5 of CTA 2010) to which the Company or any Subsidiary is or has been a party within the last seven years.
Group Relief. Except as provided in the Audited Financial Statements, neither the Company nor any Subsidiary is, or will be, obliged to make or be entitled to receive any payment in pursuance of an agreement as respects amounts surrendered by way of group relief to or by the Company or any Subsidiary in respect of any period ending on or before Closing, or any payment for the surrender of the benefit of an amount of advance corporation tax or any repayment of such a payment.