SPECIFIC POST COMPLETION MATTERS HMRC Voluntary Disclosure Sample Clauses

SPECIFIC POST COMPLETION MATTERS HMRC Voluntary Disclosure. 30.1 Following Completion, the parties shall co-operate to procure that the Company makes a voluntary disclosure to HRMC as soon as reasonably possible and in any event within six months of the Completion Date in respect of potential unpaid PAYE income tax and Class 1 National Insurance contributions in respect of all tax periods on and from the tax year commencing in 2017 up to and including the Completion Date (the Voluntary Disclosure). 30.2 The Buyer shall have full discretion as to the nature of the Voluntary Disclosure that the Company shall make and shall have exclusive conduct of the Voluntary Disclosure process. The Buyer shall keep the Sellers reasonably informed of the progress of the Voluntary Disclosure process. 30.3 The Sellers shall co-operate fully in respect of the Voluntary Disclosure and shall at the expense of the Company promptly provide all such information as the Buyer and/or HMRC may request. 30.4 Upon agreement with HMRC of the amount owing in respect of potential unpaid PAYE income tax, Class 1 National insurance, interest and penalties (the Agreed PAYE Liability) the parties shall procure that the Company pay to HMRC the Agreed PAYE Liability within the agreed period for payment of the same.
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Related to SPECIFIC POST COMPLETION MATTERS HMRC Voluntary Disclosure

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Definitions For purposes of this Agreement:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

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