Roll-over Relief Sample Clauses

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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 ▇▇▇▇ ▇▇▇. (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.
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Roll-over Relief. The Disclosure Letter contains full and accurate particulars of all claims made by the Company under ss 152 to 159, s 162, ss 242 to 245, s 247 or s 248 of the 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.
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Roll-over Relief. (a) Evolution (as the Evolution Head Company) must jointly with ▇▇ ▇▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇▇ 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), ▇▇ ▇▇▇▇▇▇ must provide written notice to Evolution, in accordance with section 124-780(3)(e) of the ITAA 1997, of the cost base of the ▇▇ ▇▇▇▇▇▇ Shares calculated immediately prior to the transfer of the ▇▇ ▇▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇▇ and Evolution.
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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
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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.
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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.
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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.
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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.

  • 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).