SURRENDER OF GROUP RELIEF. 3.1 Genworth shall procure that each UK Subsidiary shall, and GE shall procure that each Remaining Supergroup Member shall, make or claim, as appropriate, all such surrenders of Group Relief as are specified in Schedule 2 hereto as can be validly made or claimed (to the extent that such claims or surrenders have not already been validly made and accepted by the Inland Revenue.) Each such Group Relief surrender shall be made for full value and in consideration for (a) each other Group Relief surrender to be made pursuant to this clause 3.1; (b) such payment, if any, as is made pursuant to clause 3.9, and (c) the Initial Payment, in each case as appropriate, except that where Genworth and GE agree, GE may waive payment by any UK subsidiary in respect of any Group Relief surrender. The “Initial Payment” is a payment to be made on Completion, and to be funded by a GE subsidiary, as follows:
SURRENDER OF GROUP RELIEF. (i) The Packaging Companies shall claim and sur- render Group Relief among themselves to the maximum extent possible prior to any other claims or surrenders of Group Relief.
SURRENDER OF GROUP RELIEF. (A) The Purchaser shall procure that Plessey shall surrender to the Covenantor or to such subsidiary or subsidiaries of the Covenantor as the Covenantor may specify all such Group Relief as the Covenantor may at its sole discretion direct in writing in respect of any accounting period of Plessey ended on or before Completion.
SURRENDER OF GROUP RELIEF. 12.1 The Purchaser shall procure that the Company shall surrender (to the extent permitted by law) to the Covenantor or to such other member of the Covenantor’s Group as the Covenantor may specify all such Group Relief as the Covenantor may at its sole discretion direct in writing in respect of the Straddle Period and any prior accounting period of the Company.
SURRENDER OF GROUP RELIEF. 8.1 Subject to and in accordance with the provisions of this paragraph 8, if any liability of the Seller under this Tax Covenant or in respect of any claim under the Tax Warranties can be reduced or eliminated by the surrender of Group Relief to the Company by the Seller or any company other than a member of the Buyer’s Tax Group, the Seller may make or procure the making of such surrender and the Company shall co-operate with the Seller in relation to such surrender and make all necessary returns, claims, consents and notifications required to be made in respect of such surrender.
SURRENDER OF GROUP RELIEF. (i) Buyer shall allow Seller to reduce or eliminate any Tax Liability of a Transferred Entity in respect of which it would otherwise be liable under this Agreement by surrendering or procuring the surrender of Group Relief to the extent permitted by Law but without any payment being made in consideration for such surrender.
SURRENDER OF GROUP RELIEF. No UK Company has during the period of the Seller's ownership surrendered or claimed or agreed to surrender or claim any amount by way of group relief under the provisions of s.402 to s.413 (inclusive) Taxes Xxx 0000 or any amount of Advance Corporation Tax under the provisions of s.240 Taxes Act 1988 nor made or received or agreed to make or receive any payment in respect of any such surrender.
SURRENDER OF GROUP RELIEF. 6.1 Subject to and in accordance with the provisions of this paragraph 6, if any liability of the Seller under this Tax Covenant or in respect of any claim under the Tax Warranties can be reduced or eliminated by the surrender of Group Relief to the Company by the Seller or any company other than a member of the Buyer’s Tax Group or a company connected with the Buyer (including by way of electing that any gain on the disposal or notional disposal of an asset be treated as accruing not to the Company but to a member of the Seller’s Group), the Seller may make or procure the making of such surrender or election and the Buyer shall procure that the Company shall cooperate with the Seller in relation to such surrender or election and make all necessary returns, claims, consents and notifications required to be made in respect of such surrender or election. Nothing in this paragraph 6 shall require the Buyer or the Company to act or omit to act in a manner which it reasonably considers to be contrary to its commercial interests (including in relation to Tax matters).
SURRENDER OF GROUP RELIEF. The Buyer shall procure that the Company shall as soon as reasonably practicable following the written request of the Seller and to the extent permitied by law make any provisional or final claims to either i) surrender to the Seller or any Affiliate of the Seller (as the Seller may request) any Group Relief eligible for surrender or capable of being surrendered in accordance with any legislation or treaty relating to Tax and/or ii) enter into any Group Relief election so as to transfer gains from the Selier or any Affiliate of the Seller to the Company, in each case in respect of any Pre-Closing Tax Period (provided always that this paragraph shall not apply to a Buyer's Relief). The Buyer shall not be obliged to procure any such claim in respect of the Straddle Period or any period which is not å pre-Closing Tax Period. In consideration for any claim made in respect of Group Relief (and ai a condition of the same), the Seller shall pay (or shall procure that the relevant Affiliate of the Seller pays) to the Company an amount equal to the amount so surrendered, claimed, transferred or reallocated multiplied by the prevailing UK corporation tax rate in respect of the relevant Pre-Closing Tax Period. The Buyer und- S"ll"r shall ensure that the Tax Returns of the Company shall be consistent with such surrenders and/or claims to the extent permitted by law. (vi) Any dispute between the Parties relating to the preparation of Tax Returns pursuant to ihis Section g.6(dXv) shall be resolved by the Reporting Accountants in accordance with the provisions of Section z.a.r. (vii) The Seller shall procure that the Reporting Company allocates to the Company (and not the Subsidiaries), up lo roo%o of any Disallowance attributable to the Seller's Interest Restriction Group, in respect of any Pre-Closing Tax Period and/or the Pre- Closing Straddle Period. (viii) Notwithstanding Section q.6(dxvii) above, if a Disallowance attributable to the Seller's Interest Restriction Group in respect of any Pre-Closing Tax Period and/or the pre-Closing Straddle Period is allocated to or otherwise suffered by the Company (not the Subsidiaries), the Seller shall not be obliged to pay to the purchaser any amount in respect of Taxation attributable to the Disallowance. (e)
SURRENDER OF GROUP RELIEF. 8.1 Subject to and in accordance with the provisions of this paragraph 8, if any liability of the Seller under this Tax Covenant or in respect of any claim under the Tax Warranties can be reduced or eliminated by the surrender of Group Relief to the Company by the Seller or any company other than a member of the Buyer’s Tax Group or a company connected with the Buyer, the Seller may make or procure the making of such surrender and the Buyer shall procure that the Company shall co-operate with the Seller in relation to such surrender and make all necessary returns, claims, consents and notifications required to be made in respect of such surrender.
