Roll-over Relief Sample Clauses

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.
Sample 1
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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. (b) To the extent that Division 20 of Part IIIA of the 1936 Tax Act or Division 149 of the 1997 Tax Act have been applied, Catuity will provide to the Purchaser, at the date of this Agreement, the market value of the assets, to which Division 20 of Part IIIA of the 1936 Tax Act or Division 149 of the 1997 Tax Act applies, at the time that Division 20 or Division 149 applied.
Sample 1
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. (b) Each of the Purchaser and the Purchaser Guarantor warrants and represents that it has not made, and will not make, a choice under section 124-795(4) of the Tax Act. (c) Each of the Purchaser and the Purchaser Guarantor warrants and represents and undertakes that no member of the wholly owned-group of which the Purchaser or the Purchaser Guarantor is a member will issue any equity (other than the Consideration Shares), or owe new debt, under the arrangement for the acquisition of the Sale Shares: (i) to an entity that is not a member of the group of which the Purchaser or Purchaser Guarantor is a member; and (ii) in relation to the issuing of the Sale Shares, for the purposes of section 124-780(3)(f) of the Tax Act.
Sample 1
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
Sample 1
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.
Sample 1
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. (b) For the purposes of paragraph (a), Xx Xxxxxx must provide written notice to Evolution, in accordance with section 124-780(3)(e) of the ITAA 1997, of the cost base of the Xx Xxxxxx Shares calculated immediately prior to the transfer of the Xx Xxxxxx Shares to Evolution. Such notice must be provided to Evolution by not later than 6 months from the Completion Date, or such other period as agreed by Xx Xxxxxx and Evolution.
Sample 1
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.
Sample 1
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Related to Roll-over Relief

  • Specific Performance and Injunctive Relief Notwithstanding the availability of legal remedies, Mortgagee will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Mortgagor to cure or refrain from repeating any Default.

  • Specific Performance; Injunctive Relief The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

  • Interim Relief Notwithstanding anything herein to the contrary, nothing in this Section 13.5 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, if necessary to protect the interests of such Party. This Section 13.5.5 shall be specifically enforceable.

  • Specific Performance, Etc The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

  • Debtor Relief The Companies shall not be Solvent, or any Company (a) fails to pay its Debts generally as they become due, (b) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, or (c) becomes a party to or is made the subject of any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise adversely affect the Rights of the Agents or the Lenders granted in the Loan Papers (unless, in the event such proceeding is involuntary, the petition instituting same is dismissed within 60 days after its filing).

  • Transfer Void; Equitable Relief Any Proposed Key Holder Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).

  • Settlement Relief In consideration for the dismissal of the Action and the Related Action with prejudice, as contemplated in this Settlement Agreement, and for the full and complete Release, Final Judgment and Final Order, as further specified herein, Toyota agrees to provide the relief specified in this Section. The costs and expenses associated with providing the relief and otherwise implementing the relief specified in Section III of this Settlement Agreement shall be the sole obligation of and paid by Toyota. After the issuance of the Preliminary Approval Order signed by the Court, Toyota, at its sole discretion, may, after consultation with Class Counsel, implement the Frame Inspection and Replacement Program in advance of the occurrence of the Final Effective Date.

  • Equitable Relief The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

  • Other Relief The remedies provided for in this Lease are in addition to any other remedies available to Landlord at law or in equity by statute or otherwise.

  • Injunctive Relief Warnings 2.1 Commencing one hundred eighty (180) days after the Execution Date, Quinoa shall not sell, offer for sale, ship for sale or otherwise distribute or allow to be distributed in California any Covered Products, unless the sales and distribution of the Covered Products are in full compliance with California Code of Regulations, Title 27, Article 6, Clear and Reasonable Warning Requirements § 25601-25603 (see also: “xxx.X00Xxxxxxxx.xx.xxx.”). Covered Products that were manufactured, packed, or labeled prior to the Execution Date and up to 180 days after the Execution Date shall be permitted to be sold as previously manufactured, packed or labeled. As used in this Settlement Agreement, the term "distributing in California" shall mean to directly ship a Covered Product into California for sale in California or to sell a Covered Product to a distributor that Quinoa knows or has reason to know will sell the Covered Product in California.

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