Tax and Other Returns and Reports. (a) The Company has no liability in respect of Taxation (whether actual or contingent) that is not adequately disclosed or provided for in the 7/31 Statements and, in particular, has no outstanding liability for: (i) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distribution earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date, or (ii) for purchase, value added, sales or other similar Tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for in full in the 7/31 Statements. (b) The amount of the provision for deferred Taxation in respect of the Company contained in the 7/31 Statements was, at the Accounts Date adequate and fully in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by the Company and, in particular, was in accordance with SSAP 15. (c) If the 7/31 Statements were to be drawn up at the date of this Agreement and in the light of factors known to the Company or the Selling Shareholder at the date of this Agreement, the provision for deferred Taxation that would be contained in the 7/31 Statements would be no greater than the provision which is so contained. (d) Since the Accounts Date: (i) the Company has not declared made or paid any distribution within the meaning of the Taxes Act; (ii) no accounting period of the Company has ended; (iii) there has been no disposal of any asset (including trading stock) or supply of any service or business facility of any kind) (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes; (iv) no event has occurred which will give rise to a Tax Liability on the Company calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result in the Company becoming liable to pay or bear a Tax Liability directly or primarily chargeable against or attributable to another person, firm or company; (v) no disposal has taken place or other event occurred which will or may have the effect of crystallizing a liability to Taxation which should have been included in the provision for deferred Taxation contained in the 7/31 Statements if such disposal or other event had been planned or predicted at the Accounts Date; (vi) the Company has not made any payment or incurred any obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation tax, or be deductible as a management expense of an investment company; (vii) the Company has not been a party to any transaction for which any Tax clearance provided for by statute has been or could have been obtained; (viii) the Company has not paid or become liable to pay any interest or penalty in connection with any Tax, has otherwise paid any Tax after its due date for payment or owes any Tax the due date for payment of which has passed or will arise in the 30 days after the date of this Agreement. (e) The Company has paid all Taxation which has become due for payment by it. (f) The Company has properly and punctually made all returns, given all notices, maintained all records and supplied all information in relation to Taxation which it is required to make, give, maintain or supply and all such returns, notices, records and information were complete and accurate. (g) There is no dispute or disagreement outstanding nor is any contemplated at the date of this Agreement with any Tax Authority regarding liability or potential liability to any Tax recoverable from the Company or regarding the availability of any relief from Tax to the Company. Any past dispute is disclosed in the Disclosure Letter. (h) The Company has sufficient records relating to past events to calculate the Tax liability or relief which would arise on any disposal or on the realization of any asset owned at the Accounts Date by the Company since that date but before Completion. (i) The Company has duly submitted all claims, notices and disclaimers which have been assumed to have been made for the purposes of the 7/31 Statements. (j) The amount of Tax chargeable on the Company during any accounting period ending on or within six years before the Accounts Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Tax Authority. (k) The Company has not received any notice from any Tax Authority which required or will or may require it to withhold Tax from any payment made since the Accounts Date or which will or may be made after the date of this Agreement and the Company has complied with all its obligations to deduct taxation from payments made by it and to account for such Taxation to any Tax Authority. (l) The Company has complied with all its obligations in relation to national insurance contributions, the PAYE system and the reporting of benefits provided to employees and former employees. (m) All documents which are necessary to establish the title of the Company to any asset or in the enforcement or production of which the Company may be interested and which, in the UK or elsewhere, either attract stamp duty or require to be stamped with a particular stamp denoting that no duty is chargeable or that the document has been produced to the appropriate Tax Authority have been properly stamped and no such document which is outside the UK would attract stamp duty if it were brought into the UK. The Company has duly complied with all its obligations under Part IV of the Finance Act 0000 (xxamp duty reserve tax) and with all regulations made thereunder and any comparable provisions in any other jurisdiction and neither the Company nor a nominee of the Company is a party to any agreement which falls within section 87(1) and in relation to which the conditions referred to in section 87(2) have not been fulfilled. If there is any breach of the warranties in this clause 33 then the amount recoverable by the Purchaser from the Vendor for the said breach shall be equal to any unpaid stamp duty or stamp duty reserve tax or comparable duty or tax in any other jurisdiction together with any fines, penalties or interest in respect thereof. (n) The Company is registered for the purposes of the VATA and has made, given, obtained and kept full, complete, correct and up-to-date records, invoices and other documents appropriate or required for those purposes and is not in arrears with any payments or returns due and has not been required by the Commissioners of Customs & Excise to give security under paragraph 4 of Schedule 11 to the VATA. (o) The Company has never been treated as a member of a group under Section 43 of the VATA and no application has ever been made for the Company so to be treated. (p) The Company has not within the 12 months ending on the Accounts Date been in default in respect of the prescribed accounting period as mentioned in Section 59(1) VATA. (q) Full details of any claim for bad debt relief under Section 36 of the VATA made by the Company have been disclosed in writing to the Purchaser. (r) The Company has not made exempt supplies of such amount that it is unable to obtain full credit for input tax paid or suffered by it. (s) The Company does not own any assets to which Part XV Value Added Tax Regulations 1995 applies. (t) Neither the Company nor any body corporate in relation to which the Company is a "relevant associate" (as defined in paragraph 3 Schedule 10 VATA) has made any election under paragraph 2 Schedule 10 VATA (buildings and land - election to waive exemption) in relation to any interest in or right over land or any licence to occupy land of the Company and the Company does not own the fee simple in any building or work such as is referred to in item 1(a) Group 1 Schedule 9 VATA. (u) No interest in or right over land or any licence to occupy land of the Company constitutes or is subject to a developmental tenancy, developmental lease or development licence such as is referred to in item 1 (b) Group 1 Schedule 9 VATA. (v) The Company is not bound and has not agreed to become bound by any contract, lease, tenancy or licence under the terms of which, or in respect of which by virtue of section 89 VATA the Company is or could become liable to pay any increased consideration as a result of the making the future of an election under paragraph 2 Schedule 10 VATA (election to waive exemption). (w) There are no circumstances by reason of which the Company is or could become liable to account for value added tax under paragraphs 5 and 6 Schedule 10 VATA (developers) or under the Value Added Tax (Self- Supply of Constructions Services) Order 1989. (x) All Value Added Tax, import duty and other Taxes or charges payable to H.M. Customs & Excise in respect of any assets (including trading stock) imported or owned by the Company have been paid in full. (y) On a disposal of all its assets by the Company for: (i) in the case of each asset owned by the Company at the Accounts Date, a consideration equal to the value attributed to that asset in preparing the 7/31 Statements; or (ii) in the case of each asset acquired since the Accounts Date, a consideration equal to the consideration given for the acquisition then either: (A) in respect of any asset falling within (y)(i) above, the liability to Tax (if any) which would be incurred by the Company in respect of that asset would not exceed the amount taken into account in respect of that asset in computing the maximum liability to deferred Taxation as stated in the 7/31 Statements; or (B) in respect of any asset within (y)(ii) above, no liability to Tax would be incurred by the Company in respect of that asset. (z) Full particulars of each claim under Section 247, 152, 153 or 175 of the TCGA made prior to the date of this Agreement to which Section 154 of the TCGA applies and which affects any asset which was owned by the Company or the Company on or after the Accounts Date (except where the held over gain is treated as having accrued prior to the Accounts Date) have been disclosed in writing to the Purchaser. (aa) Since 6th April 1964 The Company has not made any repayment of share capital to which Section 210(1) of the Taxes Act applies or issued any share capital as paid up otherwise than by the receipt of new consideration within the meaning of Part VI of the Taxes Act. (bb) The Company has not made any transfer to which the provisions of section 125 TCGA apply. (cc) The Company has no outstanding loan to which the provisions of Section 419 of the Taxes Act would apply (loans to participators etc.) or incurred any such expense as is referred to in section 418 of the Taxes Act. (dd) The Company has not made a transfer of value within section 94 Inheritance Tax Act 0000. (ee) The Company is not under any obligation to make any future payment which will be prevented (whether on the grounds of being a distribution, or for any other reason) from being deductible for corporation tax purposes, whether as a deduction in computing the profits of a trade or as an expense of management or as a charge on income, by reason of any statutory provision, other than Section 74(f) of the Taxes Act (capital). (ff) The Company has not acquired any asset from any other company which was, at the time of the acquisition, a member of the same group of companies as the Company for the purposes of any Tax within the last six years. (gg) The United Kingdom is the only country whose Tax Authorities seek to charge Tax on the worldwide profits or gains of the Company and the Company has never paid Tax on income profits or gains to any Tax Authority in any other country. (hh) The Company has not without the prior consent of HM Treasury caused, permitted or entered into any transaction specified in section 765 Taxes Act (migration of companies) or agreed to do so nor has it failed to give proper notice to the Inland Revenue as required by Section 765A(2)
Appears in 1 contract
Samples: Stock Purchase Agreement (Team Communication Group Inc)
Tax and Other Returns and Reports. (a) The Company has no liability in respect of Taxation (whether actual or contingent) that is not adequately disclosed or provided for in the 7/31 Statements and, in particular, has no outstanding liability for:
To Seller's Knowledge: (i) Taxation in --------------------------------- all federal, state, local and foreign tax returns, statements and other similar filings required to have been filed by Seller (the "Tax Returns") with respect to any part federal, state or local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges (including, without limitation, all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, and any other tax or similar governmental charge under laws of the world assessable United States or payable by reference any state or municipal or political subdivision thereof) (the "Taxes") have been (or if not yet due, will be) filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to profitsbe filed, gainsand all such Tax Returns properly reflect the liabilities of Seller for Taxes for the periods, income property or distribution earnedevents covered thereby, received or paid or arising or deemed to arise on or at any time prior except to the Accounts Date extent failure to file or in respect of any period starting before properly reflect liabilities would not have a materially adverse effect on the Accounts Date, or
Restaurants or Assets; (ii) all Taxes, including, without limitation, those which are called for purchase, value added, sales or other similar Tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for in full in the 7/31 Statements.
(b) The amount of the provision for deferred Taxation in respect of the Company contained in the 7/31 Statements was, at the Accounts Date adequate and fully in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by the Company andTax Returns, in particular, was in accordance with SSAP 15.
(c) If the 7/31 Statements were or heretofore claimed to be drawn up at the date of this Agreement and in the light of factors known due by any taxing authority from Seller, have been properly accrued or paid except to the Company extent that failure to pay or accrue such Taxes would not have a material adverse effect on the Selling Shareholder at the date of this Agreement, the provision for deferred Taxation that would be contained in the 7/31 Statements would be no greater than the provision which is so contained.
(d) Since the Accounts Date:
(i) the Company has not declared made Restaurants or paid any distribution within the meaning of the Taxes Act;
(ii) no accounting period of the Company has ended;
Assets; (iii) there has been no disposal of any asset (including trading stock) or supply of any service or business facility of any kind) (including a loan of money or the lettingexcept as set forth on Schedule 3.1.8, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes;
(iv) no event has occurred which will give rise to a Tax Liability on the Company calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result in the Company becoming liable to pay or bear a Tax Liability directly or primarily chargeable against or attributable to another person, firm or company;
(v) no disposal has taken place or other event occurred which will or may have the effect of crystallizing a liability to Taxation which should have been included in the provision for deferred Taxation contained in the 7/31 Statements if such disposal or other event had been planned or predicted at the Accounts Date;
(vi) the Company has not made any payment or incurred any obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation tax, or be deductible as a management expense of an investment company;
(vii) the Company has not been a party to any transaction for which any Tax clearance provided for by statute has been or could have been obtained;
(viii) the Company has not paid or become liable to pay any interest or penalty in connection with any Tax, has otherwise paid any Tax after its due date for payment or owes any Tax the due date for payment of which has passed or will arise in the 30 days after the date of this Agreement.
(e) The Company has paid all Taxation which has become due for payment by it.
(f) The Company has properly and punctually made all returns, given all notices, maintained all records and supplied all information in relation to Taxation which it is required to make, give, maintain or supply and all such returns, notices, records and information were complete and accurate.
(g) There is no dispute or disagreement outstanding nor is any contemplated at the date of this Agreement with any Tax Authority regarding liability or potential liability to any Tax recoverable from the Company or regarding the availability of any relief from Tax to the Company. Any past dispute is disclosed in the Disclosure Letter.
(h) The Company has sufficient records relating to past events to calculate the Tax liability or relief which would arise on any disposal or on the realization of any asset owned at the Accounts Date by the Company since that date but before Completion.
(i) The Company has duly submitted all claims, notices and disclaimers which have been assumed to have been made for the purposes of the 7/31 Statements.
(j) The amount of Tax chargeable on the Company during any accounting period ending on or within six years before the Accounts Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Tax Authority.
(k) The Company Seller has not received any written notice from of assessment or -------------- proposed assessment and there are not pending tax examinations of or tax claims asserted against the Seller with respect to the Restaurants or any Tax Authority which required or will or may require it to withhold Tax from any payment made since the Accounts Date or which will or may be made after the date of this Agreement and the Company has complied with all its obligations to deduct taxation from payments made by it and to account for such Taxation to any Tax Authority.
(l) The Company has complied with all its obligations in relation to national insurance contributions, the PAYE system and the reporting of benefits provided to employees and former employees.
(m) All documents which are necessary to establish the title of the Company to Assets; (iv) there are no valid tax liens (other than any asset or in the enforcement or production of which the Company may be interested lien for current taxes not yet due and which, in the UK or elsewhere, either attract stamp duty or require to be stamped with a particular stamp denoting that no duty is chargeable or that the document has been produced to the appropriate Tax Authority have been properly stamped payable and no such document which is outside the UK would attract stamp duty if it were brought into the UK. The Company has duly complied with all its obligations under Part IV Permitted Liens) on any of the Finance Act 0000 (xxamp duty reserve tax) and with all regulations made thereunder and any comparable provisions in any other jurisdiction and neither the Company nor a nominee of the Company is a party to any agreement which falls within section 87(1) and in relation to which the conditions referred to in section 87(2) have not been fulfilled. If there is any breach of the warranties in this clause 33 then the amount recoverable by the Purchaser from the Vendor for the said breach shall be equal to any unpaid stamp duty or stamp duty reserve tax or comparable duty or tax in any other jurisdiction together with any finesAssets; and, penalties or interest in respect thereof.
(n) The Company is registered for the purposes of the VATA and has made, given, obtained and kept full, complete, correct and up-to-date records, invoices and other documents appropriate or required for those purposes and is not in arrears with any payments or returns due and has not been required by the Commissioners of Customs & Excise to give security under paragraph 4 of Schedule 11 to the VATA.
(o) The Company has never been treated as a member of a group under Section 43 of the VATA and no application has ever been made for the Company so to be treated.
(p) The Company has not within the 12 months ending on the Accounts Date been in default in respect of the prescribed accounting period as mentioned in Section 59(1) VATA.
(q) Full details of any claim for bad debt relief under Section 36 of the VATA made by the Company have been disclosed in writing to the Purchaser.
(r) The Company has not made exempt supplies of such amount that it is unable to obtain full credit for input tax paid or suffered by it.
(s) The Company does not own any assets to which Part XV Value Added Tax Regulations 1995 applies.
(t) Neither the Company nor any body corporate in relation to which the Company is a "relevant associate" (as defined in paragraph 3 Schedule 10 VATA) has made any election under paragraph 2 Schedule 10 VATA (buildings and land - election to waive exemption) in relation to any interest in or right over land or any licence to occupy land of the Company and the Company does not own the fee simple in any building or work such as is referred to in item 1(a) Group 1 Schedule 9 VATA.
(u) No interest in or right over land or any licence to occupy land of the Company constitutes or is subject to a developmental tenancy, developmental lease or development licence such as is referred to in item 1 (b) Group 1 Schedule 9 VATA.
(v) The Company there is not bound and has not agreed to become bound by no basis for any contract, lease, tenancy or licence under the terms of which, or in respect of which by virtue of section 89 VATA the Company is or could become liable to pay any increased consideration as a result of the making the future of an election under paragraph 2 Schedule 10 VATA (election to waive exemption).
(w) There are no circumstances by reason of which the Company is or could become liable to account for value added tax under paragraphs 5 and 6 Schedule 10 VATA (developers) or under the Value Added Tax (Self- Supply of Constructions Services) Order 1989.
(x) All Value Added Tax, import duty and other Taxes or charges payable to H.M. Customs & Excise in respect additional assessment of any assets (including trading stock) imported or owned by the Company have been paid in full.
(y) On a disposal of all its assets by the Company for:
(i) in the case of each asset owned by the Company at the Accounts Date, a consideration equal Taxes with respect to the value attributed to that asset in preparing the 7/31 Statements; or
(ii) in the case of each asset acquired since the Accounts Date, a consideration equal to the consideration given for the acquisition then either:
(A) in respect of any asset falling within (y)(i) above, the liability to Tax (if any) which would be incurred by the Company in respect of that asset would not exceed the amount taken into account in respect of that asset in computing the maximum liability to deferred Taxation as stated in the 7/31 Statements; or
(B) in respect of any asset within (y)(ii) above, no liability to Tax would be incurred by the Company in respect of that assetRestaurants or Assets.
(z) Full particulars of each claim under Section 247, 152, 153 or 175 of the TCGA made prior to the date of this Agreement to which Section 154 of the TCGA applies and which affects any asset which was owned by the Company or the Company on or after the Accounts Date (except where the held over gain is treated as having accrued prior to the Accounts Date) have been disclosed in writing to the Purchaser.
(aa) Since 6th April 1964 The Company has not made any repayment of share capital to which Section 210(1) of the Taxes Act applies or issued any share capital as paid up otherwise than by the receipt of new consideration within the meaning of Part VI of the Taxes Act.
(bb) The Company has not made any transfer to which the provisions of section 125 TCGA apply.
(cc) The Company has no outstanding loan to which the provisions of Section 419 of the Taxes Act would apply (loans to participators etc.) or incurred any such expense as is referred to in section 418 of the Taxes Act.
(dd) The Company has not made a transfer of value within section 94 Inheritance Tax Act 0000.
(ee) The Company is not under any obligation to make any future payment which will be prevented (whether on the grounds of being a distribution, or for any other reason) from being deductible for corporation tax purposes, whether as a deduction in computing the profits of a trade or as an expense of management or as a charge on income, by reason of any statutory provision, other than Section 74(f) of the Taxes Act (capital).
(ff) The Company has not acquired any asset from any other company which was, at the time of the acquisition, a member of the same group of companies as the Company for the purposes of any Tax within the last six years.
(gg) The United Kingdom is the only country whose Tax Authorities seek to charge Tax on the worldwide profits or gains of the Company and the Company has never paid Tax on income profits or gains to any Tax Authority in any other country.
(hh) The Company has not without the prior consent of HM Treasury caused, permitted or entered into any transaction specified in section 765 Taxes Act (migration of companies) or agreed to do so nor has it failed to give proper notice to the Inland Revenue as required by Section 765A(2)
Appears in 1 contract
Tax and Other Returns and Reports. (a) The Company has no liability filed all required Returns and such Returns are true and correct in respect of Taxation (whether actual or contingent) that is not adequately disclosed or provided for in the 7/31 Statements and, in particular, has no outstanding liability for:
(i) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distribution earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date, or
(ii) for purchase, value added, sales or other similar Tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for in full in the 7/31 Statementsall material respects.
(b) The amount of the provision Company has (i) paid all Taxes due or has adequately reserved for deferred Taxation in respect of the Company contained in the 7/31 such Taxes, whether or not shown on Returns (including any liabilities resulting from delinquent tax payments or filings) on its Financial Statements was, at the Accounts Date adequate and fully in accordance with accountancy practices generally accepted in GAAP, and (ii) withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld other than any Taxes to be paid by such employees as a result of the United Kingdom and commonly adopted by companies carrying on businesses similar receipt of consideration pursuant to those carried on by the Company and, in particular, was in accordance with SSAP 15Section 2.6.
(c) If the 7/31 Statements were to be drawn up at the date of this Agreement and in the light of factors known There is no Tax deficiency outstanding, assessed, or to the Company's Knowledge proposed, against Company, nor has Company executed any waiver of any statute of limitations on or extending the Selling Shareholder at period for the date assessment or collection of this Agreement, the provision for deferred Taxation that would be contained in the 7/31 Statements would be no greater than the provision which is so containedany Tax.
(d) Since To the Accounts Date:
(i) the Company has not declared made Company's Knowledge, no audit or paid any distribution within the meaning of the Taxes Act;
(ii) no accounting period of the Company has ended;
(iii) there has been no disposal other examination of any asset (including trading stock) or supply Return of Company is presently in progress nor has Company been notified of any service or business facility of any kind) (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable request for such disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes;
(iv) no event has occurred which will give rise to a Tax Liability on the Company calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result in the Company becoming liable to pay or bear a Tax Liability directly or primarily chargeable against or attributable to another person, firm or company;
(v) no disposal has taken place an audit or other event occurred which will or may have the effect of crystallizing a liability to Taxation which should have been included in the provision for deferred Taxation contained in the 7/31 Statements if such disposal or other event had been planned or predicted at the Accounts Date;
(vi) the Company has not made any payment or incurred any obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation tax, or be deductible as a management expense of an investment company;
(vii) the Company has not been a party to any transaction for which any Tax clearance provided for by statute has been or could have been obtained;
(viii) the Company has not paid or become liable to pay any interest or penalty in connection with any Tax, has otherwise paid any Tax after its due date for payment or owes any Tax the due date for payment of which has passed or will arise in the 30 days after the date of this Agreementexamination.
(e) The Company has paid all Taxation does not have any material Liabilities for unpaid federal, state, local and foreign Taxes due and payable as of the date of the Balance Sheet which has become due for payment by ithave not been accrued or reserved against on the Balance Sheet in accordance with GAAP.
(f) The Company has properly provided to Parent or its legal counsel copies of all federal and punctually made all returns, given all notices, maintained all records and supplied all information in relation to Taxation which it is required to make, give, maintain or supply state income and all such returnsstate sales and use Returns filed for fiscal years 1995, notices, records 1996 and information were complete and accurate1997.
(g) There is are no dispute Encumbrances on the assets of Company relating to or disagreement outstanding nor is any contemplated at the date of this Agreement with any Tax Authority regarding liability or potential liability attributable to any Tax recoverable from the Company or regarding the availability of any relief from Tax to the Company. Any past dispute is disclosed in the Disclosure LetterTaxes other than Encumbrances for Taxes not yet due and payable.
(h) The Company has sufficient records relating to past events to calculate None of Company's assets are treated as "tax-exempt use property" within the Tax liability or relief which would arise on any disposal or on meaning of Section 168(h) of the realization of any asset owned at the Accounts Date by the Company since that date but before CompletionCode.
(i) The Company has duly submitted all claims, notices and disclaimers which have been assumed to have been made for the purposes As of the 7/31 StatementsEffective Time, there will not be any Contract, plan or arrangement covering any employee or former employee of Company that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code as a result of the transactions contemplated by this Agreement.
(j) The amount Company has not filed any consent agreement under Section 341(f) of Tax chargeable on the Company during any accounting period ending on Code or within six years before agreed to have Section 341(f)(2) of the Accounts Date has not, Code apply to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Tax Authoritydisposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Company.
(k) The Company has is not received a party to a tax sharing or allocation agreement nor does Company owe any notice from amount under any Tax Authority which required or will or may require it to withhold Tax from any payment made since the Accounts Date or which will or may be made after the date of this Agreement and the Company has complied with all its obligations to deduct taxation from payments made by it and to account for such Taxation to any Tax Authorityagreement.
(l) The Company is not, and has complied with all its obligations in relation to national insurance contributionsnot been at any time, a "United States real property holding corporation" within the PAYE system and meaning of Section 897(c)(2) of the reporting of benefits provided to employees and former employeesCode.
(m) All documents which are necessary to establish the title of the Company to any asset or Company's tax basis in the enforcement or production of which the Company may be interested and which, in the UK or elsewhere, either attract stamp duty or require to be stamped with a particular stamp denoting that no duty is chargeable or that the document has been produced to the appropriate Tax Authority have been properly stamped and no such document which is outside the UK would attract stamp duty if it were brought into the UK. The Company has duly complied with all its obligations under Part IV of the Finance Act 0000 (xxamp duty reserve tax) and with all regulations made thereunder and any comparable provisions in any other jurisdiction and neither the Company nor a nominee of the Company is a party to any agreement which falls within section 87(1) and in relation to which the conditions referred to in section 87(2) have not been fulfilled. If there is any breach of the warranties in this clause 33 then the amount recoverable by the Purchaser from the Vendor assets for the said breach shall be equal to any unpaid stamp duty or stamp duty reserve tax or comparable duty or tax in any other jurisdiction together with any fines, penalties or interest in respect thereof.
(n) The Company is registered for the purposes of the VATA and has madedetermining its future amortization, given, obtained and kept full, complete, correct and up-to-date records, invoices depreciation and other documents appropriate or required for those purposes federal income tax deductions is accurately reflected on Company's tax books and is not records in arrears with any payments or returns due and has not been required by the Commissioners of Customs & Excise to give security under paragraph 4 of Schedule 11 to the VATAall material respects.
(o) The Company has never been treated as a member of a group under Section 43 of the VATA and no application has ever been made for the Company so to be treated.
(p) The Company has not within the 12 months ending on the Accounts Date been in default in respect of the prescribed accounting period as mentioned in Section 59(1) VATA.
(q) Full details of any claim for bad debt relief under Section 36 of the VATA made by the Company have been disclosed in writing to the Purchaser.
(r) The Company has not made exempt supplies of such amount that it is unable to obtain full credit for input tax paid or suffered by it.
(s) The Company does not own any assets to which Part XV Value Added Tax Regulations 1995 applies.
(t) Neither the Company nor any body corporate in relation to which the Company is a "relevant associate" (as defined in paragraph 3 Schedule 10 VATA) has made any election under paragraph 2 Schedule 10 VATA (buildings and land - election to waive exemption) in relation to any interest in or right over land or any licence to occupy land of the Company and the Company does not own the fee simple in any building or work such as is referred to in item 1(a) Group 1 Schedule 9 VATA.
(u) No interest in or right over land or any licence to occupy land of the Company constitutes or is subject to a developmental tenancy, developmental lease or development licence such as is referred to in item 1 (b) Group 1 Schedule 9 VATA.
(v) The Company is not bound and has not agreed to become bound by any contract, lease, tenancy or licence under the terms of which, or in respect of which by virtue of section 89 VATA the Company is or could become liable to pay any increased consideration as a result of the making the future of an election under paragraph 2 Schedule 10 VATA (election to waive exemption).
(w) There are no circumstances by reason of which the Company is or could become liable to account for value added tax under paragraphs 5 and 6 Schedule 10 VATA (developers) or under the Value Added Tax (Self- Supply of Constructions Services) Order 1989.
(x) All Value Added Tax, import duty and other Taxes or charges payable to H.M. Customs & Excise in respect of any assets (including trading stock) imported or owned by the Company have been paid in full.
(y) On a disposal of all its assets by the Company for:
(i) in the case of each asset owned by the Company at the Accounts Date, a consideration equal to the value attributed to that asset in preparing the 7/31 Statements; or
(ii) in the case of each asset acquired since the Accounts Date, a consideration equal to the consideration given for the acquisition then either:
(A) in respect of any asset falling within (y)(i) above, the liability to Tax (if any) which would be incurred by the Company in respect of that asset would not exceed the amount taken into account in respect of that asset in computing the maximum liability to deferred Taxation as stated in the 7/31 Statements; or
(B) in respect of any asset within (y)(ii) above, no liability to Tax would be incurred by the Company in respect of that asset.
(z) Full particulars of each claim under Section 247, 152, 153 or 175 of the TCGA made prior to the date of this Agreement to which Section 154 of the TCGA applies and which affects any asset which was owned by the Company or the Company on or after the Accounts Date (except where the held over gain is treated as having accrued prior to the Accounts Date) have been disclosed in writing to the Purchaser.
(aa) Since 6th April 1964 The Company has not made any repayment of share capital to which Section 210(1) of the Taxes Act applies or issued any share capital as paid up otherwise than by the receipt of new consideration within the meaning of Part VI of the Taxes Act.
(bb) The Company has not made any transfer to which the provisions of section 125 TCGA apply.
(cc) The Company has no outstanding loan to which the provisions of Section 419 of the Taxes Act would apply (loans to participators etc.) or incurred any such expense as is referred to in section 418 of the Taxes Act.
(dd) The Company has not made a transfer of value within section 94 Inheritance Tax Act 0000.
(ee) The Company is not under any obligation to make any future payment which will be prevented (whether on the grounds of being a distribution, or for any other reason) from being deductible for corporation tax purposes, whether as a deduction in computing the profits of a trade or as an expense of management or as a charge on income, by reason of any statutory provision, other than Section 74(f) of the Taxes Act (capital).
(ff) The Company has not acquired any asset from any other company which was, at the time of the acquisition, a member of the same group of companies as the Company for the purposes of any Tax within the last six years.
(gg) The United Kingdom is the only country whose Tax Authorities seek to charge Tax on the worldwide profits or gains of the Company and the Company has never paid Tax on income profits or gains to any Tax Authority in any other country.
(hh) The Company has not without the prior consent of HM Treasury caused, permitted or entered into any transaction specified in section 765 Taxes Act (migration of companies) or agreed to do so nor has it failed to give proper notice to the Inland Revenue as required by Section 765A(2)
Appears in 1 contract
Tax and Other Returns and Reports. (a) The Company has no liability in respect of Taxation (whether actual or contingent) that is not adequately disclosed or provided for in the 7/31 Statements and, in particular, has no outstanding liability for:
(i) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distribution earned, received or paid or arising or deemed to arise on or at any time prior all times since its formation to the Accounts Date or in respect of any period starting before the Accounts DateApril 30, or
(ii) 2015, been, for purchasefederal and state income tax purposes, value added, sales or other similar Tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for in full in the 7/31 Statements.classified as a sole proprietorship;
(b) The amount Company has not been a member of an affiliated group filing a consolidated Tax Return (other than a group the parent of which was Company). The Company has not Liability for Taxes of any Person (other than Company) under Treasury Regulation Section 1.1502-6 (or any similar provision for deferred Taxation in respect of state, local or foreign law), as a transferee or successor, by contract, or otherwise. Neither the Company contained in nor any of its Subsidiaries will be required to include any item or income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the 7/31 Statements was, at the Accounts Date adequate and fully in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by the Company and, in particular, was in accordance with SSAP 15Closing Date.
(c) If Each of Company has withheld and paid, or will withhold and pay (as applicable), all Taxes required to have been withheld and paid on or before the 7/31 Statements were Closing Date hereof in connection with amounts paid or owing to be drawn up at the date of this Agreement and in the light of factors known to the Company any employee, independent contractor, creditor, shareholder, foreign person, or the Selling Shareholder at the date of this Agreement, the provision for deferred Taxation that would be contained in the 7/31 Statements would be no greater than the provision which is so containedother third party.
(d) Since There is no threatened or pending action or proceeding with any Governmental Entity for the Accounts Date:
(i) assessment or collection of any Taxes, against the Company, as to which Company has received written notice or has Knowledge, nor are there any audits or investigations by any taxing authority or proceedings in progress, nor has the Company has not declared made received any written notice from any taxing authority that it intends to conduct such an audit or paid any distribution within the meaning of the Taxes Act;
(ii) no accounting period of the Company has ended;
(iii) there has been no disposal of any asset (including trading stock) or supply of any service or business facility of any kind) (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes;
(iv) no event has occurred which will give rise to a Tax Liability on the Company calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result in the Company becoming liable to pay or bear a Tax Liability directly or primarily chargeable against or attributable to another person, firm or company;
(v) no disposal has taken place or other event occurred which will or may have the effect of crystallizing a liability to Taxation which should have been included in the provision for deferred Taxation contained in the 7/31 Statements if such disposal or other event had been planned or predicted at the Accounts Date;
(vi) the Company has not made any payment or incurred any obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation tax, or be deductible as a management expense of an investment company;
(vii) the Company has not been a party to any transaction for which any Tax clearance provided for by statute has been or could have been obtained;
(viii) the Company has not paid or become liable to pay any interest or penalty in connection with any Tax, has otherwise paid any Tax after its due date for payment or owes any Tax the due date for payment of which has passed or will arise in the 30 days after the date of this Agreementinvestigation.
(e) The Company has paid all Taxation not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which has become due for payment by itwaiver or agreement is currently in effect.
(f) The No power of attorney has been granted by Company has properly and punctually made all returns, given all notices, maintained all records and supplied all information with respect to any tax matter which is currently in relation to Taxation which it is required to make, give, maintain or supply and all such returns, notices, records and information were complete and accurateforce.
(g) There The Company (i) has made no payments, (ii) is no dispute or disagreement outstanding not obligated to make any payments, nor is any contemplated at the date of this Agreement with any Tax Authority regarding liability or potential liability it (iii) a party to any Tax recoverable from agreement that under certain circumstances could obligate it to make any payments that will not be deductible under the Company or regarding the availability of any relief from Tax to the Company. Any past dispute is disclosed in the Disclosure LetterIRS Code.
(h) The There are no tax sharing, allocation, indemnification or similar agreements or arrangements in effect between Company has sufficient records relating to past events to calculate the Tax liability and any predecessor or relief affiliate thereof, and any other party under which would arise on Company or any disposal could be liable for any Taxes or on the realization other claims of any asset owned at the Accounts Date by the Company since that date but before Completionparty.
(i) The Company has duly submitted all claims, notices and disclaimers which have been assumed to have been made for the purposes of the 7/31 StatementsNot Applicable.
(j) The amount of Tax chargeable on the Company during any accounting period ending on or within six years before the Accounts Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Tax AuthorityNot applicable.
(k) The Company has not received engaged in any notice from any Tax Authority which required or will or may require it to withhold Tax from any payment made since “reportable transaction” as defined in the Accounts Date or which will or may be made after Treasury Regulations promulgated under Section 6011 of the date of this Agreement and the Company has complied with all its obligations to deduct taxation from payments made by it and to account for such Taxation to any Tax AuthorityCode.
(l) The Company has complied with disclosed on their Tax Returns all its obligations in relation to national insurance contributions, the PAYE system and the reporting of benefits provided to employees and former employees.
(m) All documents which are necessary to establish the title of the Company to any asset or in the enforcement or production of which the Company may positions taken that could reasonably be interested and which, in the UK or elsewhere, either attract stamp duty or require to be stamped with a particular stamp denoting that no duty is chargeable or that the document has been produced to the appropriate Tax Authority have been properly stamped and no such document which is outside the UK would attract stamp duty if it were brought into the UK. The Company has duly complied with all its obligations under Part IV of the Finance Act 0000 (xxamp duty reserve tax) and with all regulations made thereunder and any comparable provisions in any other jurisdiction and neither the Company nor a nominee of the Company is a party to any agreement which falls within section 87(1) and in relation to which the conditions referred to in section 87(2) have not been fulfilled. If there is any breach of the warranties in this clause 33 then the amount recoverable by the Purchaser from the Vendor for the said breach shall be equal to any unpaid stamp duty or stamp duty reserve tax or comparable duty or tax in any other jurisdiction together with any fines, penalties or interest in respect thereof.
(n) The Company is registered for the purposes of the VATA and has made, given, obtained and kept full, complete, correct and up-to-date records, invoices and other documents appropriate or required for those purposes and is not in arrears with any payments or returns due and has not been required by the Commissioners of Customs & Excise expected to give security under paragraph 4 of Schedule 11 to the VATA.
(o) The Company has never been treated as a member of a group under Section 43 of the VATA and no application has ever been made for the Company so to be treated.
(p) The Company has not within the 12 months ending on the Accounts Date been in default in respect of the prescribed accounting period as mentioned in Section 59(1) VATA.
(q) Full details of any claim for bad debt relief under Section 36 of the VATA made by the Company have been disclosed in writing to the Purchaser.
(r) The Company has not made exempt supplies of such amount that it is unable to obtain full credit for input tax paid or suffered by it.
(s) The Company does not own any assets to which Part XV Value Added Tax Regulations 1995 applies.
(t) Neither the Company nor any body corporate in relation to which the Company is a "relevant associate" (as defined in paragraph 3 Schedule 10 VATA) has made any election under paragraph 2 Schedule 10 VATA (buildings and land - election to waive exemption) in relation to any interest in or right over land or any licence to occupy land of the Company and the Company does not own the fee simple in any building or work such as is referred to in item 1(a) Group 1 Schedule 9 VATA.
(u) No interest in or right over land or any licence to occupy land of the Company constitutes or is subject rise to a developmental tenancy, developmental lease or development licence such as is referred to in item 1 (b) Group 1 Schedule 9 VATA.
(v) The Company is not bound and has not agreed to become bound by any contract, lease, tenancy or licence under the terms material understatement of which, or in respect of which by virtue of section 89 VATA the Company is or could become liable to pay any increased consideration as a result of the making the future of an election under paragraph 2 Schedule 10 VATA (election to waive exemption).
(w) There are no circumstances by reason of which the Company is or could become liable to account for value added tax under paragraphs 5 and 6 Schedule 10 VATA (developers) or under the Value Added federal income Tax (Self- Supply of Constructions Services) Order 1989.
(x) All Value Added Tax, import duty and other Taxes or charges payable to H.M. Customs & Excise in respect of any assets (including trading stock) imported or owned by the Company have been paid in full.
(y) On a disposal of all its assets by the Company for:
(i) in the case of each asset owned by the Company at the Accounts Date, a consideration equal to the value attributed to that asset in preparing the 7/31 Statements; or
(ii) in the case of each asset acquired since the Accounts Date, a consideration equal to the consideration given for the acquisition then either:
(A) in respect of any asset falling within (y)(i) above, the liability to Tax (if any) which would be incurred by the Company in respect of that asset would not exceed the amount taken into account in respect of that asset in computing the maximum liability to deferred Taxation as stated in the 7/31 Statements; or
(B) in respect of any asset within (y)(ii) above, no liability to Tax would be incurred by the Company in respect of that asset.
(z) Full particulars of each claim under Section 247, 152, 153 or 175 of the TCGA made prior to the date of this Agreement to which Section 154 of the TCGA applies and which affects any asset which was owned by the Company or the Company on or after the Accounts Date (except where the held over gain is treated as having accrued prior to the Accounts Date) have been disclosed in writing to the Purchaser.
(aa) Since 6th April 1964 The Company has not made any repayment of share capital to which Section 210(1) of the Taxes Act applies or issued any share capital as paid up otherwise than by the receipt of new consideration within the meaning of Part VI Section 6662 of the Taxes ActCode.
(bb) The Company has not made any transfer to which the provisions of section 125 TCGA apply.
(cc) The Company has no outstanding loan to which the provisions of Section 419 of the Taxes Act would apply (loans to participators etc.) or incurred any such expense as is referred to in section 418 of the Taxes Act.
(dd) The Company has not made a transfer of value within section 94 Inheritance Tax Act 0000.
(ee) The Company is not under any obligation to make any future payment which will be prevented (whether on the grounds of being a distribution, or for any other reason) from being deductible for corporation tax purposes, whether as a deduction in computing the profits of a trade or as an expense of management or as a charge on income, by reason of any statutory provision, other than Section 74(f) of the Taxes Act (capital).
(ff) The Company has not acquired any asset from any other company which was, at the time of the acquisition, a member of the same group of companies as the Company for the purposes of any Tax within the last six years.
(gg) The United Kingdom is the only country whose Tax Authorities seek to charge Tax on the worldwide profits or gains of the Company and the Company has never paid Tax on income profits or gains to any Tax Authority in any other country.
(hh) The Company has not without the prior consent of HM Treasury caused, permitted or entered into any transaction specified in section 765 Taxes Act (migration of companies) or agreed to do so nor has it failed to give proper notice to the Inland Revenue as required by Section 765A(2)
Appears in 1 contract
Samples: Purchase Agreement (EFH Group, Inc.)
Tax and Other Returns and Reports. (a) The All Tax Returns required to be filed by or with respect to the Company have been timely filed or requests for extensions to file such returns have been timely filed, granted and have not expired, and all such Tax Returns are complete and correct in all material respects. Schedule 2.4(a) lists all such requests for extensions. Company has no liability in paid, or has established reserves for the payment therefor on the Unaudited Interim Balance Sheet, all Taxes imposed on Company, or for which Company may otherwise be liable, that are due from or with respect of Taxation to it for all periods (whether actual or contingentportions thereof) that is not adequately disclosed or provided for in the 7/31 Statements and, in particular, has no outstanding liability for:
(i) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distribution earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date, or
(ii) for purchase, value added, sales or other similar Tax in any part of the world referable to transactions effected ending on or before the Accounts Date that is not provided for in full in the 7/31 StatementsClosing Date.
(b) The amount Except as listed in Schedule 2.4(b), (i) the Tax Returns referred to in clause (a) have not been examined by the IRS or other appropriate Governmental Authority or the period for assessment of the provision for deferred Taxation Taxes in respect of which such Tax Returns were required to be filed has expired; (ii) there is no audit, examination, suit, investigation or similar proceeding pending, proposed or threatened with respect to Taxes of Company and no basis exists therefore; and (iii) there are no outstanding waivers extending the Company contained in statutory period of limitation relating to the 7/31 Statements was, at the Accounts Date adequate and fully in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by the Company and, in particular, was in accordance with SSAP 15payment of Taxes due from Company.
(c) If Schedule 2.4(c) sets forth the 7/31 Statements were to be drawn up at amount of net operating losses, net capital losses, foreign tax credits and investment and other tax credits of the date Company as of this Agreement and in the light of factors known June 30, 1998 without regard to the Company limitations imposed by Code sections 382, 383 or the Selling Shareholder at the date of this Agreement, the provision for deferred Taxation that would be contained in the 7/31 Statements would be no greater than the provision which is so contained384.
(d) Since the Accounts Date:
(i) the Company has not declared made or paid any distribution within the meaning No Closing Agreement pursuant to Section 7121 of the Taxes Act;
(ii) no accounting period Code or any similar provision of the Company has ended;
(iii) there any state, local or foreign law has been no disposal of any asset (including trading stock) entered into by or supply of any service or business facility of any kind) (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration with respect to Company which could reasonably be deemed expected to have been received an effect on Company's liability for Tax purposes;
(iv) no event has occurred which will give rise to a Tax Liability on the Company calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result reporting of Taxes in the Company becoming liable to pay or bear a Tax Liability directly or primarily chargeable against or attributable to another person, firm or company;
(v) no disposal has taken place or other event occurred which will or may have the effect of crystallizing a liability to Taxation which should have been included in the provision for deferred Taxation contained in the 7/31 Statements if such disposal or other event had been planned or predicted at the Accounts Date;
(vi) the Company has not made any payment or incurred any obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation tax, or be deductible as a management expense of an investment company;
(vii) the Company has not been a party to any transaction for which any Tax clearance provided for by statute has been or could have been obtained;
(viii) the Company has not paid or become liable to pay any interest or penalty in connection with any Tax, has otherwise paid any Tax after its due date for payment or owes any Tax the due date for payment of which has passed or will arise in the 30 days period ending after the date of this AgreementClosing Date.
(e) The All Taxes which Company has paid all Taxation which has become due been required by law to withhold or to collect for payment by ithave been duly withheld and collected, and have been paid or accrued, reserved against and added on the books of Company. Company has complied in all material respects with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
(f) The Company has properly and punctually made all returnsis not liable for the Taxes of any person, given all noticesincluding, maintained all records and supplied all information in relation without limitation, as a transferee, pursuant to Taxation which it is required to makeTreasury Regulations Section 1.1502-6 or any analogous provision of state, givelocal or foreign law, maintain or supply and all such returns, notices, records and information were complete and accurateas a result of any contractual arrangement with any third party or any taxing authority.
(g) There is no dispute or disagreement outstanding nor is any contemplated at the date of this Agreement with any Tax Authority regarding liability or potential liability to any Tax recoverable from the Company or regarding the availability of any relief from Tax No consent to the application of Section 341(f)(2) of the Code (or any similar state law provision) has been made or filed by or with respect to Company. Any past dispute is disclosed in the Disclosure Letter.
(h) The There is no contract or arrangement, plan or agreement by or with Company has sufficient records relating covering any person as to past events to calculate the Tax liability which payment or relief which would arise on any disposal or on the realization of any asset owned at the Accounts Date by the Company since that date but before Completion.
vesting thereunder (i) The Company has duly submitted all claims, notices and disclaimers which have been assumed to have been made for the purposes of the 7/31 Statements.
(j) The amount of Tax chargeable on the Company during any accounting period ending on or within six years before the Accounts Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Tax Authority.
(k) The Company has not received any notice from any Tax Authority which required or will or may require it to withhold Tax from including any payment made since the Accounts Date or which will or may be made after the date of this Agreement and the Company has complied with all its obligations to deduct taxation from payments made by it and to account for such Taxation to any Tax Authority.
(l) The Company has complied with all its obligations in relation to national insurance contributions, the PAYE system and the reporting of benefits provided to employees and former employees.
(m) All documents which are necessary to establish the title of the Company to any asset or in the enforcement or production of which the Company may be interested and which, in the UK or elsewhere, either attract stamp duty or require to be stamped with a particular stamp denoting that no duty is chargeable or that the document has been produced to the appropriate Tax Authority have been properly stamped and no such document which is outside the UK would attract stamp duty if it were brought into the UK. The Company has duly complied with all its obligations under Part IV of the Finance Act 0000 (xxamp duty reserve tax) and with all regulations made thereunder and any comparable provisions in any other jurisdiction and neither the Company nor a nominee of the Company is a party to any agreement which falls within section 87(1) and in relation to which the conditions referred to in section 87(2) have not been fulfilled. If there is any breach of the warranties in this clause 33 then the amount recoverable by the Purchaser from the Vendor for the said breach shall be equal to any unpaid stamp duty or stamp duty reserve tax or comparable duty or tax in any other jurisdiction together with any fines, penalties or interest in respect thereof.
(n) The Company is registered for the purposes of the VATA and has made, given, obtained and kept full, complete, correct and up-to-date records, invoices and other documents appropriate or required for those purposes and is not in arrears with any payments or returns due and has not been required by the Commissioners of Customs & Excise to give security under paragraph 4 of Schedule 11 to the VATA.
(o) The Company has never been treated as a member of a group under Section 43 of the VATA and no application has ever been made for the Company so to be treated.
(p) The Company has not within the 12 months ending on the Accounts Date been in default in respect of the prescribed accounting period as mentioned in Section 59(1) VATA.
(q) Full details of any claim for bad debt relief under Section 36 of the VATA made by the Company have been disclosed in writing to the Purchaser.
(r) The Company has not made exempt supplies of such amount that it is unable to obtain full credit for input tax paid or suffered by it.
(s) The Company does not own any assets to which Part XV Value Added Tax Regulations 1995 applies.
(t) Neither the Company nor any body corporate in relation to which the Company is a "relevant associate" (as defined in paragraph 3 Schedule 10 VATA) has made any election under paragraph 2 Schedule 10 VATA (buildings and land - election to waive exemption) in relation to any interest in or right over land or any licence to occupy land of the Company and the Company does not own the fee simple in any building or work such as is referred to in item 1(a) Group 1 Schedule 9 VATA.
(u) No interest in or right over land or any licence to occupy land of the Company constitutes or is subject to a developmental tenancy, developmental lease or development licence such as is referred to in item 1 (b) Group 1 Schedule 9 VATA.
(v) The Company is not bound and has not agreed to become bound by any contract, lease, tenancy or licence under the terms of which, or in respect of which by virtue of section 89 VATA the Company is or could become liable to pay any increased consideration vesting as a result of the making Merger) could result in a nondeductible expense to the future of an election under paragraph 2 Schedule 10 VATA (election to waive exemption).
(w) There are no circumstances Company by reason of which the Company is or could become liable to account for value added tax under paragraphs 5 and 6 Schedule 10 VATA (developers) or under the Value Added Tax (Self- Supply of Constructions Services) Order 1989.
(x) All Value Added Tax, import duty and other Taxes or charges payable to H.M. Customs & Excise in respect of any assets (including trading stock) imported or owned by the Company have been paid in full.
(y) On a disposal of all its assets by the Company for:
(i) in the case of each asset owned by the Company at the Accounts Date, a consideration equal to the value attributed to that asset in preparing the 7/31 Statements; or
(ii) in the case of each asset acquired since the Accounts Date, a consideration equal to the consideration given for the acquisition then either:
(A) in respect of any asset falling within (y)(i) above, the liability to Tax (if any) which would be incurred by the Company in respect of that asset would not exceed the amount taken into account in respect of that asset in computing the maximum liability to deferred Taxation as stated in the 7/31 Statements; or
(B) in respect of any asset within (y)(ii) above, no liability to Tax would be incurred by the Company in respect of that asset.
(z) Full particulars of each claim under Section 247, 152, 153 or 175 of the TCGA made prior to the date of this Agreement to which Section 154 of the TCGA applies and which affects any asset which was owned by the Company or the Company on or after the Accounts Date (except where the held over gain is treated as having accrued prior to the Accounts Date) have been disclosed in writing to the Purchaser.
(aa) Since 6th April 1964 The Company has not made any repayment of share capital to which Section 210(1280(G) of the Taxes Act applies Code or issued any share capital as paid up otherwise than by an excise tax to the receipt recipient of new consideration within the meaning of Part VI such payment pursuant to Section 4999 of the Taxes ActCode.
(bb) The Company has not made any transfer to which the provisions of section 125 TCGA apply.
(cc) The Company has no outstanding loan to which the provisions of Section 419 of the Taxes Act would apply (loans to participators etc.) or incurred any such expense as is referred to in section 418 of the Taxes Act.
(dd) The Company has not made a transfer of value within section 94 Inheritance Tax Act 0000.
(ee) The Company is not under any obligation to make any future payment which will be prevented (whether on the grounds of being a distribution, or for any other reason) from being deductible for corporation tax purposes, whether as a deduction in computing the profits of a trade or as an expense of management or as a charge on income, by reason of any statutory provision, other than Section 74(f) of the Taxes Act (capital).
(ff) The Company has not acquired any asset from any other company which was, at the time of the acquisition, a member of the same group of companies as the Company for the purposes of any Tax within the last six years.
(gg) The United Kingdom is the only country whose Tax Authorities seek to charge Tax on the worldwide profits or gains of the Company and the Company has never paid Tax on income profits or gains to any Tax Authority in any other country.
(hh) The Company has not without the prior consent of HM Treasury caused, permitted or entered into any transaction specified in section 765 Taxes Act (migration of companies) or agreed to do so nor has it failed to give proper notice to the Inland Revenue as required by Section 765A(2)
Appears in 1 contract
