Roll-over Relief. The Disclosure Letter contains full and accurate particulars of all claims made by the Company under ss.152 to 156, s.158, ss.242 to 245, s.247 or s.248 TCGA 1992 and no such claim or other claim has been made by any other person (in particular pursuant to s.165 or s.175 TCGA 1992) which affects or could affect the amount or value of the consideration for the acquisition of any asset by the Company taken into account in calculating liability to corporation tax on chargeable gains on a subsequent disposal.
Roll-over Relief. The Company has made no claim under sections 152 to 156 TCGA (inclusive) or section 158 TCGA, and no such claim has been made by any other company which affects or is liable to affect the amount or value of the consideration for the acquisition of any asset by the Company taken into account in calculating any liability to corporation tax on chargeable gains on a subsequent disposal.
Roll-over Relief. (a) No asset of the Company has, prior to the completion of this Agreement, been the subject of a claim for roll-over relief under Part IIIA of the 1936 Tax Act or Part 3.3 of the 0000 Xxx.
Roll-over Relief. The Disclosure Letter contains full and accurate particulars of all claims made by the Company under Sections 152 to 156, s.158, ss.242 to 245, s.247 or Section 248 TCGA 1992 and no such claim or other claim has been made by any other person (in particular pursuant to Section 165 or Section 175 TCGA 1992) which affects or could affect the amount or value of the consideration for the acquisition of any asset by the Company taken into account in calculating liability to corporation tax on chargeable gains on a subsequent disposal.
Roll-over Relief. (a) The parties acknowledge that the Seller intends to make all the necessary elections to ensure that the Sellers meet and obtain the capital gains tax rollover relief on disposal of their Sale Shares to the Purchaser contained in Subdivision 124-M of the Tax Act. Each of the Purchaser and the Purchaser Guarantor will not, and must procure that none of their Related Bodies Corporate will, take any action which would cause rollover relief to be denied to the Seller under section 124-780(3)(f) of the Tax Act.
Roll-over Relief. (a) Evolution (as the Evolution Head Company) must jointly with Xx Xxxxxx make an application in the form set out in Schedule 9 to obtain roll-over relief under Subdivision 124-M of ITAA 1997 in respect of the sale and purchase of the Xx Xxxxxx Shares in accordance with this agreement. A duly completed application shall be delivered by Evolution at Completion in accordance with item 2.2(e) of Schedule 4.
Roll-over Relief. The Articles 4, 5 and 6 contain the heart of the Merger Directive. Article 4 concerns the taxation of capital gains on the assets which are transferred by the disappearing company to the foreign, receiving company. Article 4(1) stipulates that “a merger (...) shall not give rise to any taxation of capital gains (...) of the assets and liabilities transferred”. The basic rule is therefore that no tax shall be levied from the company transferring its assets on occasion of the reorganisation. Article 4(3) makes this benefit conditional on the fact that the receiving company shall compute any new depreciations and any gains or losses in respect of these assets and liabilities according to the rules that otherwise would have applied to the transferring company. In other words, the receiving 93 Opinion Advocate General, case C-210/06, Cartesio Oktato es Szolgaltato bt, (par. 24). 94 IP/08/1362, 2007/2372. 95 Letter Dutch State Secretary of Finance of 13 April 2004, WDB2004/188U, V-N 2004/21.8. The annotator, who refers to interesting literature, considers the Finance Ministry’s view “disappointing”. In his annotation to the De Lasteyrie-case, MEUSSEN, BNB 2004/258c, considers the Finance Ministry’s view “perplexing”. 96 P e t e r s / M o n f r o o i j , Xxxxxxxxxxxxx bij vertrek?, WFR 2009/638. Both authors are civil servants at the Dutch Finance Ministry. 97 See paragraph 5.4. company shall adopt the old book values of the assets. That brings about that the tax claims on the hidden reserves are shifted to the foreign company which survives the merger. Taxation is therefore secured but deferred. Pursuant to Article 4(1)(b), this roll-over relief only applies to “those assets and liabilities (...) which, in consequence of the merger (...) are effectively connected with a permanent establishment ( . ) in the Member State of the transferring company and play a part in generating the profits or losses taken into account for tax purposes.” In other words, capital gains on assets shall not be taxed only if these assets remain behind in a permanent establishment in the state of the transferring company. The Directive does not prevent Member States from taxing the hidden reserves of assets which are physically transferred abroad and do not remain connected to that permanent establishment. That condition for roll-over relief is not surprising at all. If the assets are physically transferred abroad the former state of residence of the transferring company loses its tax ju...
