Common use of OVERSEAS ELEMENTS Clause in Contracts

OVERSEAS ELEMENTS. 4.1 The Company has never been resident or had a branch, agency, place of business, any permanent establishment (within the meaning of section 1141 CTA 2010) or subsidiary incorporated outside the United Kingdom and has never carried out any trading activities outside the United Kingdom for the purposes of any Tax Legislation. 4.2 The Company has never been (nor is it liable to be) assessed to Tax as the agent or representative of any person not resident in the United Kingdom. 4.3 The Company does not and has never held shares in a company which is not resident in the United Kingdom and which would be a close company if it were resident in the United Kingdom, in circumstances that any chargeable gain accruing to that other company could be apportioned to the Company under section 13 TCGA 1992. 4.4 The Company is not liable to register with any Tax Authority outside the United Kingdom for the purpose of paying or administering any Tax.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Ultralife Corp)

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OVERSEAS ELEMENTS. 4.1 The Company Group has never been resident or had a branch, agency, place of business, any permanent establishment (within the meaning of section 1141 CTA 2010) or subsidiary incorporated outside the United Kingdom and has never carried out any trading activities outside the United Kingdom for the purposes of any Tax Legislation. 4.2 The Company Group has never been (nor is it liable to be) assessed to Tax as the agent or representative of any person not resident in the United Kingdom. 4.3 The Company Group does not and has never held shares in a company which is not resident in the United Kingdom and which would be a close company if it were resident in the United Kingdom, in circumstances that any chargeable gain accruing to that other company could be apportioned to the Company Group under section 13 TCGA 1992. 4.4 The Company is not liable to register with any Tax Authority outside the United Kingdom for the purpose of paying or administering any Tax.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Sundial Growers Inc.), Sale and Purchase Agreement (Sundial Growers Inc.)

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