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 Limited, Unipath Limited and Unipath Management Limited is the only agreement entered into by any of the Companies pursuant to Section 36 Finance Xxx 0000.
Appears in 2 contracts
Samples: Sale Agreement (Inverness Medical Innovations Inc), Sale Agreement (Inverness Medical Innovations Inc)
Tax Returns, Disputes, Records and Claims, etc. (A) Each Company has duly and punctually made or caused to be made all 25.1 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 by or on behalf of this Agreement, any Xxxxx Xxxxxx Group Company to any relevant Tax Authority revenue or income tax authority within the last seven six years and has duly and punctually made all claims, disclaimers and elections which have been assumed to have duly made or, as the case may be, has been made for the purposes of the Accountsduly supplied.
(B) There 25.2 So far as GEC is aware, there is no material dispute or disagreement outstanding nor is any contemplated at the date of this Agreement between with any Company and any Tax Authority revenue authority regarding any matter falling within PARAGRAPH 28(A) above or liability or potential liability to any Tax tax or duty (including in each case penalties or interest) recoverable from each any Xxxxx Xxxxxx Group Company or regarding the availability of any relief from Tax tax or duty to each Companysuch Xxxxx Xxxxxx Group Company and there are no circumstances which make it likely that any such dispute or disagreement will commence.
(C) 25.3 So far as GEC is aware, each Xxxxx Xxxxxx Group Company 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 Accounts Date by that Xxxxx Xxxxxx Group Company or acquired by that Xxxxx Xxxxxx Group Company since that date but before Completion.
25.4 Each Xxxxx Xxxxxx Group Company has duly submitted all claims, disclaimers, elections, surrenders and applications which have been assumed to have been made for the purposes of the Accounts and details of all such claims, disclaimers, elections, surrenders and applications are in the possession of the relevant Xxxxx Xxxxxx Group Company or GEC.
25.5 The amount of Tax tax chargeable on each any Xxxxx Xxxxxx Group Company during any accounting period ending on or within six years before the date of this Agreement Accounts Date 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 revenue or the Customs 121 and Excise and no income tax authority.
25.6 No Xxxxx Xxxxxx Group Company has asked for received any extensions of time for written notice from any revenue or income tax authority which required or will or may require it to withhold tax from any payment made since the filing of any tax returns Accounts Date 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 will or may be made after 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 lawAgreement.
(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 Limited, Unipath Limited and Unipath Management Limited is the only agreement entered into by any of the Companies pursuant to Section 36 Finance Xxx 0000.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Avery Berkel Holdings LTD)
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 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 Limited, Unipath Limited and Unipath Management Limited is the only agreement entered into by any of the Companies pursuant to Section 36 Finance Xxx 0000.
Appears in 1 contract