Common use of Group Relief Clause in Contracts

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 extent more than one rate of corporation tax applies for the relevant accounting period) multiplied by the Available Losses and (ii) in respect of a Tax Refund, the amount of the Tax Refund.

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 10.1 The Purchaser shall procure that the relevant Subsidiary specified in the request, surrenders for no consideration, any Available Losses or Tax Refunds (Group Companies shall surrender to the extent Covenantors or to any subsidiary specified by the Covenantors (upon receiving a written request from the Covenantors) all such Available Losses or Tax Refunds have not been taken into account Group Relief as the Covenantors may decide 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) their sole discretion in respect of any accounting period commencing of the Group Companies ended on or before Closing the Accounts Date. 10.2 The Purchaser agrees that it will, and will procure that the Group Companies will, use all reasonable efforts to procure that full effect is given to the surrenders to be made under clause 10.1 (including submitting all relevant forms) and that such surrenders are allowed in such amount and full by any Revenue Authority. 10.3 The Covenantors shall pay to such persons of the Group Companies as shall be specified is the surrendering company in respect of a surrender under clause 10.1 or, as the request and Buyer case may be, shall procure that the Subsidiary gives all consents, makes all returns relevant subsidiary or claims and takes all other action as may be necessary for subsidiaries of the purpose. Parent may cancel, amend or replace any request. (c) Parent Covenantors shall be entitled pay 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 surrendering company a sum equal to the extent such Available Losses or Tax Refunds were taken into account in amount of corporation tax from which the preparation of company that is the combined balance sheet of the Business prepared in accordance with Article 2.9 (a) with the effect that a provision claimant company in respect of United Kingdom corporation tax for such surrender has been relieved by virtue of 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 surrender being validly and effectively made. If However, no such payments shall be made if and to the extent (x) a that payment in respect of any such surrender has been made to Buyer out on the basis specified in the foregoing provisions of this clause 10.3 on or before the date of this deed. Any sum payable under this clause 10.3 shall be paid on the date on which any corporation tax chargeable on the taxable profits of the Escrow Account pursuant to Article 2.9(c) above and (y) company that is the combined balance sheet of the Business prepared in accordance with Article 2.9(a) above included a provision claimant company in respect of United Kingdom the surrender in question for its accounting period to which that surrender relates becomes due and payable (or would have become due and payable had the claimant company incurred any liability to corporation tax in respect of that accounting period). 10.4 If any of the Subsidiaries, Buyer shall or shall procure that payment is made forthwith to Parent in accordance with clauses 10.1, 10.2 and/or 10.3 in respect of any surrender of Group Relief made under clause 10.1 and notwithstanding the surrender, corporation tax is charged (or to such other person as Parent may direct) for such Available Losses or Tax Refund equal to (iany reason) in respect of any Available Lossesthe taxable profits that the relevant surrender was intended to relieve from such tax, the full rate Purchaser shall procure that the relevant Group Company or Companies shall immediately repay to the Covenantors or to the relevant subsidiary or subsidiaries of United Kingdom the Covenantors either such part of that sum as is attributable to the element of the surrender that did not have the effect of relieving from corporation tax applicable for the relevant accounting period (such rate taxable profits intended to be time weighted to relieved by virtue of that surrender or, as relevant, the extent more than one rate of corporation tax applies for the relevant accounting period) multiplied by the Available Losses and (ii) sum previously paid in respect of a Tax Refund, the amount of the Tax Refundsurrender under this clause 10.

Group Relief. 12.1 The Seller will surrender (a) Parent agrees it shall or procure that neither it nor any a member of its affiliates shall unilaterally revoke group surrenders) to the relevant Group Company (to the extent it is legally able to do so) such Group Relief as is assumed to be surrendered in the Completion Accounts for no consideration. 12.2 The Seller will at its own cost and expense have the right to satisfy, so far as it is legally able to do so, any claim for liability it has pursuant to this Schedule in respect of a corporation tax liability of any Group Company by: 12.2.1 the surrender of any loss or other amount available by way of Group Relief to any Group Company by the Seller or any member of the Seller’s Group pursuant to the provisions of Part 5 CTA 2010; 12.2.2 in a case where such corporation tax liability relates to a taxable gain arising on the disposal of an asset by a Group Company, the entering of the Seller or any member of the Seller’s Group into a joint election with that Group Company under section 100X XXXX; or 12.2.3 the entering of the Seller and/or any member(s) of the Seller’s Group into a joint election with a Group Company under section 792 CTA. 12.3 The Seller will have no further liability under this Schedule in respect of such corporation tax liability referred to in paragraph 12.2 to the extent it is reduced or extinguished by the surrender or election and if such surrender or election is made after payment in respect of the liability in question has been made by the Seller under this Schedule, all appropriate repayments will be made to the Seller by the Buyer provided always that there is no cost or loss to the Buyer in doing so.. 12.4 The Buyer will procure that all Group Companies will co-operate with the Seller in relation to any surrender or election under this paragraph 12 by taking all such action as the Seller may reasonably request, including the making of all necessary and reasonable claims, consents and notifications. The Seller will keep the Buyer fully informed of all matters relating to any such surrender or election. 12.5 No Group Company will be liable to give any consideration in respect of any surrender or election made under this paragraph 12. 12.6 The Buyer will procure that no Group Company: 12.6.1 without the prior written consent of the Seller withdraws any surrender of Group Relief which has been made or elections entered into prior to the date of this Agreement in relation to any Subsidiary.Agreement; and; (b) If and to 12.6.2 without 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 prior written consent 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 Seller withdraws or amends 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 Group Relief claim or utilize any Available Losses by way of Group Relief surrender 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 election 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 extent more than one rate of corporation tax applies for the relevant accounting period) multiplied by the Available Losses and (ii) in respect of a Tax Refund, the amount of the Tax Refundthis paragraph 12.

Group Relief. 12.1 The Purchaser shall permit the Vendor to discharge (ain whole or in part) Parent agrees it shall procure that neither it nor any of its affiliates shall unilaterally revoke any claim for liability which the Vendor would or might otherwise have pursuant to a Tax Covenant Claim or Tax Waranty Claim by surrendering or procuring the surrender of Group Relief which has been made prior to the date relevant Acquired Group Company or by making or procuring the making of this Agreement any appropriate claim or election with the relevant Acquired Group Company, in relation to any Subsidiary. (b) If and each case to the extent that Parent from time to time so requests permitted by law and without any payment being made by the relevant Acquired Group Company in writingconsideration of or in connection with any such surrender, Buyer claim or election. The Purchaser shall procure that the relevant Subsidiary specified Acquired Group Company takes all such steps as are reasonably necessary to enable the Vendor to make and effect any such surrender, claim or election. 12.2 For the avoidance of doubt, the Vendor shall have no further liability under this Schedule in the request, surrenders respect of a Liability for no consideration, any Available Losses or Tax Refunds (Taxation to the extent that it is reduced or extinguished by any surrender, claim or election referred to in paragraph 12.1. If any such Available Losses surrender, claim 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 election is made after payment in respect of United Kingdom corporation tax which would otherwise have the Liability for Taxation has been made by the Vendor pursuant to a Tax Covenant Claim or Tax Warranty Claim, the Purchaser shall promptly following any such surrender, claim or election pay to the Vendor an amount equal to the amount by which such liability is reduced) reduced or extinguished by such surrender, claim or election. 12.3 The Purchaser shall procure that any Acquired Group Company shall, if requested by the Vendor, surrender to the Vendor or any member of the Vendor's Tax Group for no consideration all or part of any amount eligible for surrender by way of Group Relief arising in respect of any accounting period commencing before Closing in such amount and of the Acquired Group Company ending on or prior to such persons as shall be specified in the request and Buyer Completion. The Purchaser shall procure that the Subsidiary gives all consents, makes all returns or claims and each Acquired Group Company takes all other action such steps as may be are reasonably necessary for to enable the purpose. Parent may cancel, amend or replace Acquired Group Company to effect any requestsuch surrender. (c) Parent shall be entitled to require that Buyer shall and 12.4 The Purchaser shall procure that each Acquired Group Company shall not without the prior written consent of the Vendor withdraw or amend any relevant Subsidiary co-operates and takes all reasonably necessary steps to surrender, 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 election 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 extent more than one rate of corporation tax applies for the relevant accounting period) multiplied by the Available Losses and (ii) in respect of a Tax Refund, the amount of the Tax Refundthis paragraph 12.

Group Relief. To the extent permitted by law (including without limitation section 151 et. seq. of the United Kingdom Companies Act 1985), the Buyer shall cause each member of the Company Group to (a) Parent agrees it shall procure that neither it nor surrender to the Seller or any of its affiliates Affiliates (as the Seller may specify) all such available Group Relief as the Seller may in its sole discretion direct in writing in respect of any Tax Period (or portion thereof) ending at or before the Closing and (b) take all necessary steps (including, if applicable, the procuring by the relevant member of the Company Group of the making of any consent, claim, notice or other relevant documentation relating exclusively to the matters described in this Section 9) requested in writing by the Seller to allow the Seller or its Affiliates in its sole discretion to surrender any Group Relief to any member of the Company Group, provided that the Buyer shall unilaterally revoke not be required, and shall not be required to cause any claim for or member of the Company Group, to take any action pursuant to this Section 9 in order to enable any member of the Company Group to make a surrender of Group Relief which has been or to accept a surrender of Group Relief where it would be otherwise unlawful for it to do so. Any surrenders made prior pursuant to this Section 9 shall be made for no consideration (or other cost to the date Buyer, the Company Group or any of this Agreement their Affiliates), provided that if (i) the Seller elects in relation writing to any Subsidiary. be compensated for a particular surrender falling within (b) If and to above, (ii) the extent that Parent from time to time so requests in writing, Buyer shall procure that Seller fully prepays (or procures prepayment of) its liability under 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 last sentence 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 reducedSection 1(a) in respect of the consideration payable hereunder in respect of such surrender, (iii) no circumstances exist that cause the Buyer to have any accounting period commencing before Closing in such amount and to such persons as shall be specified in the request and Buyer shall procure reasonable doubt 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 it will be entitled to require that Buyer shall and shall procure that any relevant Subsidiary co-operates and takes all reasonably necessary steps to claim retain such prepayment, (iv) the surrender extinguishes 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 discharges a provision in respect of liability for United Kingdom corporation tax for that Subsidiary would otherwise have which the Seller is responsible under Section 1(a)(i), (v) there has been made or increased) or any affiliate a Determination Event, then, as consideration for such surrender, the Buyer shall cause the relevant member of the Parent for accounting periods commencing before Closing as can lawfully be made. If and Company Group to pay to the extent (x) a payment has been made to Buyer out relevant member of the Escrow Account pursuant to Article 2.9(c) above Seller Group (on the later of date on which the Tax saved would have become due 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) payable but for such Available Losses or Tax Refund equal to surrender and the date five business days after the date on which the written notice provided for in clause (i) in was given with respect to such surrender) an amount equal to the lesser of any Available Losses, (A) the full rate of United Kingdom corporation tax applicable for saved by the relevant accounting period (member of the Company Group as a result of such rate to be time weighted to the extent more than one rate of corporation tax applies for the relevant accounting period) multiplied by the Available Losses surrender and (iiB) in respect of a Tax Refund, the amount of the Tax Refundsuch prepayment.