Tax Records and Returns. 3.1 No event, act, transaction or omission has occurred or shall occur between the Accounting Date and Completion which could give rise to a claim under the terms of the Deed of Indemnity.
3.2 All returns, computations, notices and information made or provided or required to be made or provided by the Target Group for any Tax purpose have been made or given within the requisite periods and on a proper basis and when made were true and accurate and are up to date and none of them is or is likely to be the subject of any dispute with any Tax authority.
3.3 The Disclosure Letter contains details of all transactions effected by the Target Group in respect of which any consent or clearance from the Inland Revenue Department or other governmental or Tax authority was required or was sought.
3.4 In respect of any such consent or clearance as referred to in paragraph 3.3, the consent or clearance was validly obtained before the transaction was effected and the transaction was effected in accordance with the terms of and so as to satisfy any conditions attached to such consent or clearance and at a time when and in circumstances in which such consent or clearance was valid and effective.
3.5 The Target Group has paid all Tax, including provisional taxation, which has become due and payable.
3.6 Within the prior period of seven years, except as disclosed in the Disclosure Letter, the Target Group has not paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax and no director or officer of any companies within the Target Group has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax in connection with, or relating in any way to, the business or affairs of the companies within the Target Group.
3.7 RBIPL and RBL have never been resident for Tax purposes in any jurisdiction other than Hong Kong.
3.8 RBIPL and RBL carry on activities which are a trade or business for the purposes of Hong Kong Tax and has not ceased and will not as a result of any agreement entered into on or before Completion cease to carry on such activities.
3.9 RBIPL and RBL have never carried on a trade or business for Tax purposes other than the trade or business which they will be carrying on at Completion.
3.10 No rents, interest, annual payments, emoluments or other sums of an income nature paid or payable by RBIPL and RBL or which RBIPL and RBL are under obligations to pay in the future are or (under the law as presently in fo...
Tax Records and Returns. The Company has duly filed all returns, computations, notices and information required to be made or provided by the Company for any Tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate in all material respects and are up to date and none of them is or so far as the Vendors are aware, is likely to be the subject of any dispute with any Tax authority.
Tax Records and Returns. (A) Each of the Borrower, the Guarantors ------------------------ and the Subsidiaries has duly filed all returns, computations, notices and information required to be made or provided by it for any tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate and are up to date and none of them is or likely to be the subject of any dispute with any tax authority exceeding US$50,000 in the aggregate.
(B) Each of the Borrower, the Guarantors and the Subsidiaries has paid when due, and has withheld, deducted and accounted to the relevant tax authorities for, all tax, including provisional taxation, which it has become liable to pay, withhold, deduct or account for on or before the date hereof and within the one year period prior to the date hereof neither the Borrower, the Guarantors, any Subsidiary nor any director or officer thereof has paid or become liable to pay any fine, penalty, surcharge or interest in relation to tax in relation to the activities of the Borrower, the Guarantors or any Subsidiary, except where the failure to do so would not result in a liability exceeding US$50,000 in the aggregate.
Tax Records and Returns. 16.1 No event, act, transaction or omission has occurred or shall occur between the Accounting Date and Completion which could give rise to a claim under the terms of Clause (d)(iii)(4) in this Schedule 7.
16.2 The BVI Companies have duly filed all returns, computations, notices and information required to be made or provided by the BVI Companies for any Tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate in all material respects and are up to date and none of them is or so far as the Vendors are aware, likely to be the subject of any dispute with any Tax authority.
16.3 The BVI Companies have paid, and have withheld, deducted and accounted to the relevant Tax authorities for, all Tax which they have become liable to pay, withhold, deduct or account for on or before the date hereof and, within the period of six years prior to the date hereof, neither the BVI Companies nor any director or officer of the BVI Companies has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax for which the BVI Companies are liable.
16.4 Save as provided for in the Accounts there is no existing contingent or deferred liability for Tax including liability for Tax which might arise as a result of the execution of this Agreement or Completion.
16.5 There are no unutilised Tax allowances, unrelieved Tax losses or excess foreign tax credit available to the BVI Companies or outstanding entitlements to make any claim, election, appeal or application in relation to Tax.
16.6 The BVI Companies have not entered into or been engaged in or been a party to any transaction or series of transactions or scheme or arrangement of which the main purpose or one of the main purposes was the avoidance or deferral of Tax or a reduction in the liability to Tax of the BVI Companies.
16.7 All of the BVI Companies' income is exempt from Tax.
16.8 The BVI Companies are not and have not at any time in the period of six years ending with the date of this Agreement been liable to Tax in any jurisdiction other than the British Virgin Islands.
Tax Records and Returns. 3.1 All returns, computations, notices and information made or provided or required to be made or provided by the Company for any Tax purpose have been made or given within the requisite periods and on a proper basis and when made were true and accurate in all material respects and are up to date.
3.2 The Company has not effected any transactions which would require any consent or clearance from a relevant Tax authority.
3.3 Since the date of its incorporation, neither the Company nor any director or officer of the Company has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax.
3.4 Since the date of its incorporation and ended on the Accounting Date, there has been no major change in the nature or conduct of a trade or business of the Company nor has the scale of the activities in such a trade or business become small or negligible.
3.5 No act or transaction has been or will, on or before Completion, be effected by the Company, the Vendor or any other person (including the sale of the Sale Share), in consequence of which the Company is or may be held liable for Tax primarily chargeable against some other person.
3.6 The Company has made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make on or before the date hereof and has duly accounted in full to the appropriate authority for all amounts so deducted or withheld.
3.7 The Company is not under any obligation to make any payment of interest or any annual payment for which no relief will be received, whether as a deduction or otherwise, for Tax purposes and no such payments have been made since the Accounting Date.
3.8 The Company has not entered into or been engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement of which the main or dominant purpose or one of the main or dominant purposes was the avoidance or deferral of or reduction in the liability to Tax of the Company.
3.9 The Company is not and has not at any time since its date of incorporation and ended with the date of this Agreement been liable to Tax in any jurisdiction other than Hong Kong.
3.10 All documents to which the Company is a party which are subject to stamp or similar duty have been duly stamped and, where appropriate or necessary, adjudicated.
3.11 The information given by the Company to the Customs and Excise Departmen...
Tax Records and Returns. 2.1 The Company has duly filed all returns, computations, notices and information required to be made or provided by the Company for any Tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate in all material respects and are up to date and none of them is or is likely to be the subject of any dispute with any Tax authority.
2.2 The Company has paid, and has withheld, deducted and accounted to the relevant Tax authorities for, all Taxes which it has become liable to pay, withhold, deduct or account for on or before the date hereof and within the period of seven years prior to the date hereof neither the Company nor any director or officer of the Company has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax.
2.3 There is no existing contingent or deferred liability for Tax of the Company including liability for Tax which would arise as a result of the execution of this Agreement or Closing or by reason of the Company otherwise ceasing to hold the Shares.
2.4 Full details of all unrelieved Tax losses, management expenses, charges on income, advance corporation tax or excess franked investment income available to the Company have been disclosed to the Buyer in the Disclosure Letter.
2.5 The Company has not entered into or been engaged in or been a party to any transaction or series of transactions or scheme or arrangement of which the main purpose or one of the main purposes was the avoidance or deferral of Tax or a reduction in the liability to Tax of the Company.
2.6 The Company is not and has not at any time in the period of six years ending with the date of this Agreement been liable to Tax in any jurisdiction other than the British Virgin Islands.
Tax Records and Returns
