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 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. 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 as defined in section 183 of CTA 2010 in respect of any period ending on or before the Completion 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) 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. For any accounting period beginning after the accounting periods described in Section 3.14 hereof:
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. The Disclosure Letter contains particulars of all arrangements relating to group relief under sections 402-413 of ICTA to which each Company is or has been a party and:- 7.
47.1 all claims by each Company for group relief were when made and are now valid and have been or will be allowed by way of relief from corporation tax; 7
Group Relief. (i) In the event a Final Determination causes Halliburton or any member of the ESG Group to recognize additional income directly as a result of the reduction of a KBR Group Relief Tax Attribute, then KBR shall pay to Halliburton, on a timely basis, the amount of additional Tax incurred by Halliburton or any member of the ESG Group that is directly attributable to the loss of the KBR Group Relief Tax Attribute. KBR shall not be required to indemnify Halliburton or any member of the ESG Group for a reduction in the KBR Group Relief Tax Attribute that results from the Spinoff.
(ii) No later than 90 days following the filing of any U.K. Tax Return, Halliburton shall pay to KBR an amount equal to the product of: (x) the aggregate amount of Group Relief that was surrendered to Halliburton or any member of the ESG Group multiplied by (y) the highest U.K. Corporation Tax rate applicable to corporations at the time the Group Relief was surrendered by the KBR Group.
(iii) The provisions of Section 3.14, this Section 5.12(c) and Section 6.05 are intended to be the exclusive governing provisions with respect to indemnification and compensation rights and obligations among the parties relating to U.K. Group Relief.
Group Relief. 11.1. If the Seller becomes liable to make any payment to a Buyer in respect of a Claim for Tax, the Buyers shall, at the written direction of the Seller, procure that each Group Company allows the Seller to Surrender, or procure the Surrender by any member of the Seller’s Tax Group of, Group Relief to any Group Company to the extent permitted by Law but without any consideration being given for such Surrender, and the Seller’s liability in respect of a Tax Claim shall be reduced to the extent that the Tax Liability giving rise to the Tax Claim is reduced by such Surrender.
11.2. The Buyer shall procure that all relevant claims, elections and surrenders and all other actions are taken as are required to effect the Surrender and utilisation of the Group Relief referred to in this paragraph 11.
