INHERITANCE TAX AND GIFTS. 24.1 No Inland Revenue charge for unpaid capital transfer tax or inheritance tax has been or (so far as the Warrantors are aware) may be imposed under Section 237 and Section 238 IHTA) over any asset of any Target Group Company, or in relation to any shares in the capital of any Target Group Company and (so far as the Warrantors are aware) no such Inland Revenue charge will arise after Completion in connection with any Transaction which was entered into or effected or which occurred on or before Completion.
24.2 There are not in existence any circumstances whereby any such power as is mentioned in Section 212 IHTA could be exercised in relation to any shares, securities or other assets of or owned by any Target Group Company, or could be so exercised but for Section 204(6) IHTA and (so far as the Warrantors are aware) no such power may arise after Completion in connection with any Transaction effected, entered into or occurring on or before Completion.
24.3 No Target Group Company is or will become liable (whether contingently or otherwise) to pay or account for any Taxation:-
(a) as donor or donee or as transferor or transferee of value (actual or deemed); or
(b) as a result of any disposition, chargeable transfer or transfer of value (in either case whether actual or deemed) made or deemed 104 104 to have been made by it or any other person and neither the entry into of this Agreement nor Completion will trigger any liability (actual or contingent) to any such Taxation.
25. PENSION SCHEMES No Target Group Company has since the Accounts Date received any payment to which Section 601 TA 1988 is applicable.
INHERITANCE TAX AND GIFTS. 3.10.1 There are not in existence any circumstances whereby any such power as is mentioned in s.212 Inheritance Tax Act 1984 could be exercised in relation to any shares in, securities of, or assets of, the Company.
3.10.2 The Company is not liable to be assessed to corporation tax on chargeable gains or to inheritance tax as donor or donee of any gift or transferor or transferee of value.
3.10.3 The Company has not been a party to associated operations in relation to a transfer of value within the meaning of s.268 Inheritance Tax Axx 0000.
3.10.4 No Inland Revenue charge (as defined in s.237 Inheritance Tax Act 1984) is outstanding over any asset of the Company or in relation to any shares in the capital of the Company.
3.10.5 The Company has not received any asset as mentioned in s.282 TCGA 1992.
INHERITANCE TAX AND GIFTS. There are not in existence any circumstances whereby any such power as is mentioned in s212 Inheritance Tax Act 1984 could be exercised in relation to any shares in, securities of or assets of the Company. Neither the assets owned by nor the shares of the Company are subject to an outstanding Inland Revenue charge as defined in s237 Inheritance Tax Xxx 0000.
INHERITANCE TAX AND GIFTS. 82 52. ANTI-AVOIDANCE . . . . . . . . . . . . . . . . . . . . . . . . . . 82 53.
INHERITANCE TAX AND GIFTS. 17.1 There are no circumstances whereby any such powers as is mentioned in section 212 IHTA could be exercised in relation to any shares in, securities of, or assets of the Company.
17.2 No HM Revenue & Customs charge (as defined in section 237 of the IHTA) is outstanding over any asset of the Company or in relation to any shares in the capital of the Company.
INHERITANCE TAX AND GIFTS. 9.1 The Warrantors are not aware of any circumstances whereby any such power as is mentioned in s212 Inheritance Tax Act 1984 could be exercised in relation to any shares in, securities of or assets of the Company.
9.2 Neither the assets owned by nor the shares of the Company are subject to an outstanding Inland Revenue charge as defined in s237 Inheritance Tax Act 1984.
INHERITANCE TAX AND GIFTS. 14.1 POWERS OF SALE FOR INHERITANCE TAX PURPOSES There are not in existence any circumstances whereby any such power as is mentioned in Section 212 Inheritance Tax Act 1984 could be exercised in relation to any shares in, securities of, or assets of, the Company.
INHERITANCE TAX AND GIFTS. (a) POWERS OF SALE FOR INHERITANCE TAX PURPOSES ------------------------------------------- There are not in existence any circumstances whereby any such power as is mentioned in s.212 Inheritance Act 1984 could be exercised in relation to any share in, securities of, or assets of, a Company.
(b) GIFTS -----
(i) No Company is liable to be assessed to corporation tax on chargeable gains or to inheritance tax as donor or donee of any gift or transferor or transferee of value.
(ii) No Company has been a party to associated operations in relation to a transfer of value within the meaning of s.268 Inheritance Tax Act 1984.
(iii) No Inland Revenue charge (as defined in s.237 Inheritance Tax Act 1984) is outstanding over any asset of any Company or in relation to any shares in the capital of any Company.
(iv) No Company has received any asset as mentioned in s.282 TCGA 1992.
INHERITANCE TAX AND GIFTS. (A) No transfers of value and associated operations The Company has made no transfers of value within sections 94 and 202, ITA 1984, nor has the Company received a transfer of value such that liability might arise under section 199, ITA 1984, nor has the Company been party to associated operations in relation to a transfer of value as defined by section 268, ITA 1984.
(B) Inland Revenue charge There is no unsatisfied liability to inheritance tax attached to or attributable to the Shares or any asset of the Company and none of them are subject to an Inland Revenue charge as mentioned in section 237 and 238, ITA 1984.
(C) Power of sale, mortgage or charge No asset owned by the Company nor the Shares are liable to be subject to any sale, mortgage or charge by virtue of section 212, ITA 1984. SCHEDULE 8 COMPLETION ARRANGEMENTS
1. VENDOR'S OBLIGATIONS TO DELIVER The Vendor shall deliver to the Purchaser:
(a) duly executed share transfers in respect of the Sale Shares in favour of the Purchaser, or as it may direct, together with the relative share certificates and any power of attorney or other authority under which such transfers have been executed;
(b) written resignations and releases under seal, in the agreed form, from the Secretary of the Company and the Directors (other than the Continuing Directors) resigning their offices and releasing the Company from all claims and rights of action whatsoever, whether in respect of breach of contract, compensation for loss of office, unfair dismissal, redundancy or in respect of any loan or other indebtedness, or on any other account whatsoever;
(c) the Common Seal, Certificate of Incorporation and the statutory books of the Company properly written up to the day prior to Completion, namely the Register of Members, Register of Mortgages, Register of Directors and Secretaries, Register of Directors' Interests, the Books of Account and the Minute Books of Meetings of the Company and of its Boards of Directors;
(d) copies of all existing bank mandates and statements of the balances of any bank accounts in the name of the Company, as at the close of business on the last Business Day before Completion together with a list of all unpresented cheques and uncleared cheques which upon presentation or clearance would be debited or credited to such accounts;
(e) the Tax Deed, and the Name Licence Agreement duly executed as at Completion by the Vendor and the Purchaser;
(f) a letter of resignation as auditors of the Company in t...
INHERITANCE TAX AND GIFTS. 11.1 There are not in existence any circumstances whereby any such power as is mentioned in s212 IHTA could be exercised in relation to any shares in, securities of or assets of the Company.
11.2 Neither the assets owned by nor the shares of the Company are subject to an outstanding Inland Revenue charge as defined in s237 IHTA.
11.3 So far as the Sellers are aware, the Company has never made any transfer of value within s3 IHTA.
