Tax Returns, Disputes, Records and Claims, etc. (A) Each Company has duly and punctually made or caused to be made all proper returns required to be made prior to the date of this Agreement, and has duly and punctually supplied or caused to be supplied all material information (including notices, statements, reports, computations, accounts and assessments) required to be supplied prior to the date of this Agreement, to any relevant Tax Authority within the last seven years and has duly and punctually made all claims, disclaimers and elections which have been assumed to have been made for the purposes of the Accounts.
(B) There is no material dispute or disagreement outstanding nor is any contemplated at the date of this Agreement between any Company and any Tax Authority regarding any matter falling within PARAGRAPH 28(A) above or liability or potential liability to any Tax recoverable from each Company or regarding the availability of any relief from Tax to each Company.
(C) The amount of Tax chargeable on each Company during any accounting period ending on or within six years before the date of this Agreement has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Tax Authority, including (but without limitation) the Inland Revenue or the Customs 121 and Excise and no Company has asked for any extensions of time for the filing of any tax returns or other documents relating to Tax.
(D) Each Company maintains complete and up to date information and records of all transactions and activities in which it has been involved up to and including the date of this Agreement and of its Tax affairs up to and including the date of this Agreement which will be relevant for calculating any Tax liability of that Company:
(i) for the first accounting period ending after Completion; and
(ii) as required by law.
(E) No Company has within the past six years paid or become liable to pay, nor, so far as the Vendor is aware are there any circumstances by reason of which it is likely to become liable to pay any interest, penalty, surcharge or fine relating to Tax.
(F) No Company has within the past twelve months been subject to or is currently subject to any non-routine investigation or audit by any Tax or excise authority, and the Vendor is not aware of any such non-routine investigation or audit planned for the next twelve months.
(G) The agreement dated 28th May, 1999 between, amongst others, the United Kingdom Inland Revenue, Unilever UK Central Resources Li...
Tax Returns, Disputes, Records and Claims, etc. (i) Each member of the Group has in the past six years so far as is material made or caused to be made all proper returns required to be made, and has supplied or caused to be supplied all information required to be supplied, to any revenue authority, including (but without limitation) the Inland Revenue and HM Customs and Excise.
(ii) So far as the Shareholders are aware there is no material dispute or disagreement outstanding nor is any contemplated at the date of this agreement with any revenue authority regarding liability or potential liability to any Tax or duty (including in each case penalties or interest) recoverable from any member of the Group or regarding the availability of any relief from Tax or duty to any member of the Group and so far as the Shareholders are aware there are no circumstances which make it likely that any such dispute or disagreement will commence.
(iii) Each member of the Group in the past six years has duly submitted all material claims and disclaimers which have been assumed to have been made for the purposes of the XXXXX Balance Sheet.
(iv) The amount of Tax chargeable on any member of the Group during any accounting period ending on or within six years before the Balance Sheet Date has not, to any material extent, depended on any concession other than any generally applicable published concession, agreement or other formal or informal arrangement with any revenue authority, including (but without limitation) the Inland Revenue or the Customs and Excise.
(v) No member of the Group has received any notice from any revenue authority, including the Inland Revenue, which required or will or may require such member to withhold Tax from any payment made since the Balance Sheet Date or which will or may be made after the date of this agreement.
Tax Returns, Disputes, Records and Claims, etc. Each member of the Sale Group has duly filed all Tax returns, forms and/or reports which are required under applicable law to be filed within the applicable time limits and such returns, forms and/or reports are correct and duly account for all transactions carried out by the Sale Group which are required under applicable law to be disclosed in such returns, forms and/or reports.
Tax Returns, Disputes, Records and Claims, etc. 22.1 So far as the Sellers are aware each member of the Baltic Group has made or caused to be made all proper returns required to be made, and has supplied or caused to be supplied all material information required to be supplied, to any revenue authority within the last six years, including (but without limitation) the Inland Revenue and the Customs and Excise.
22.2 So far as the Sellers are aware, there is no dispute or disagreement outstanding nor is any contemplated at the date of this agreement with any revenue authority regarding liability or potential liability to any tax or duty (including in each case penalties or interest) recoverable from any member of the Baltic Group or regarding the availability of any relief from tax or duty to any member of the Baltic Group and there are no circumstances which make it likely that any such dispute or disagreement will commence.
22.3 One or more other members of the Baltic Group has sufficient records relating to past events, including any elections made, to calculate the tax liability or relief which would arise on any disposal or on the realisation of any asset owned at the 1998 Accounts Date by any member of the Baltic Group or acquired by any such member since that date but before Completion.
22.4 Each member of the Baltic Group has duly submitted all claims, elections and disclaimers which have been assumed to have been made for the purposes of the Management Accounts.
22.5 The amount of tax chargeable on any member of the Baltic Group during any accounting period ending on or within six years before the 1998 Accounts Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any revenue authority, including (without limitation) the Inland Revenue or Customs & Excise.
22.6 No member of the Baltic Group has received any notice from any revenue authority, including the Inland Revenue, which required or will require such member to withhold tax from any payment made since the 1998 Accounts Date or which will or may be made after the date of this agreement.
Tax Returns, Disputes, Records and Claims, etc. 34.1 The Company has in all material respects within the applicable time limits made or caused to be made all proper returns required to be made, and has supplied or caused to be supplied all information required to be supplied, to any revenue authority including the Inland Revenue and H M
Tax Returns, Disputes, Records and Claims, etc. (A) Each member of the Group has made or caused to be made within any appropriate time limits all proper returns required to be made, and has supplied or caused to be supplied all information required to be supplied, to any Tax Authority and all such information was and so far as the Seller is aware remains complete and accurate in all material respects and all such returns were and so far as the Seller is aware remain complete and accurate in all material respects and were made on the proper basis and do not, and so far as the Seller is aware are not likely to, reveal any transactions which may be the subject of any dispute with any Tax Authority.
(B) So far as the Seller is aware, there is no material dispute or disagreement outstanding at the date of this Agreement with any Tax Authority regarding liability or potential liability to any Tax (including in each case penalties or interest) recoverable from any member of the Group or regarding the availability of any relief from Tax to any member of the Group. So far as the Seller is aware in relation to each member of the Group there is no planned investigation or non-routine visit by any Tax Authority and there are no facts which might cause an investigation or non-routine visit to be instituted.
Tax Returns, Disputes, Records and Claims, etc. 33.1 Each Group Company has within the applicable time limits made or caused to be made all proper returns required to be made, and has supplied or caused to be supplied all information required to be supplied, to any revenue authority including (but without limitation) the Inland Revenue and H M Customs and Excise.
33.2 There is no dispute or disagreement outstanding nor is any contemplated at the date of this agreement with any revenue authority regarding liability or potential liability to any Tax or duty (including in each case penalties or interest) recoverable from a Group Company or regarding the availability of any relief from Tax or duty to a Group Company and, so far as the Vendors are aware, there are no circumstances which make it likely that any such dispute or disagreement will commence.
33.3 The Group has sufficient records relating to past events, including any elections made, to calculate the Tax liability or relief which would arise on any disposal or on the realisation of any asset at the Group Accounts Date by a Group Company or acquired by that Company since that date but before Completion.
33.4 Each Group Company has duly submitted all claims, disclaimers, elections, surrenders and application which have been assumed to have been made for the purposes of the Accounts.
33.5 The amount of Tax chargeable on the Group 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 revenue authority, including (but without limitation) the Inland Revenue or H M
Tax Returns, Disputes, Records and Claims, etc. 29.1 Each member of the Group has made or caused to be made all proper returns required to be made, and has supplied or caused to be supplied all information required to be supplied, to any revenue authority, including (but without limitation) the Inland Revenue and H.M.
Tax Returns, Disputes, Records and Claims, etc. 14.1 In respect of the Business, the Seller has made all proper returns required to be made, and has supplied or caused to be supplied all information required to be supplied, to any revenue authority, including (but without limitation) the Inland Revenue and H.M.
Tax Returns, Disputes, Records and Claims, etc a. Each member of the Target Group has made or caused to be made all proper tax returns required to be made where the member of the Target Group is responsible for the filing of the relevant tax returns, or otherwise has provided all necessary information to the company responsible for the filing of the relevant tax returns in a timely manner to enable the tax returns to be made, and has supplied or caused to be supplied all information required to be supplied, to any Tax Authority.
b. There is no dispute, non-routine audit or investigation or disagreement outstanding nor is any contemplated at the date of this Agreement with any Tax Authority regarding any liability or potential liability to any Tax (including in each case penalties or interest) recoverable from any member of the Target Group or regarding the availability of any relief from Tax to any member of the Target Group and there are no circumstances which make it likely that any such dispute, non-routine audit or investigation or disagreement will commence.
c. One or more members of the Target Group has (i) sufficient records relating to past events, including any elections made, to calculate the taxable profit or loss which would arise on any disposal or on the realisation of any asset owned at the Accounts Date by any member of the Target Group or acquired by any such member since that date but before Completion and (ii) all other records which any member of the Target Group is required by law to keep in relation to Tax.
d. Each member of the Target Group has duly submitted all claims, elections and disclaimers or withdrawals of claims which have been assumed to have been made for the purposes of the Accounts.
e. The amount of Tax chargeable on any member of the Target Group during any accounting period ended on or within 5 years before the Accounts Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement (including advance tax rulings, advance pricing agreements and horizontal monitoring) with any Tax Authority.
f. No Target Group Company has entered into any transaction or arrangement for which: (i) it should have obtained a consent or clearance from a Tax Authority but failed to do so; or (ii) it obtained such a consent or clearance but: (A) obtained that consent or clearance on an invalid basis or (B) did not enter into the transaction or arrangement within the terms of that consent or clearance or in the manner disclosed to the Tax...
