Taxation Claims, Liabilities and Reliefs. 10.5.1 The Company has not paid, nor will it become liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or amounts corresponding thereto) in consequence of the failure by it or any other person to discharge that Taxation within any specified period or otherwise, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) prior to Closing.
10.5.2 The Company has not been the subject of an investigation, discovery or access order by or involving any Tax Authority and there are no circumstances existing which make it likely that an investigation, discovery or order will be made.
10.5.3 No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time after Closing.
10.5.4 The Company does not own, nor has it agreed to acquire, any asset, nor has it received or agreed to receive any services or facilities (including the benefit of any licences or agreements), the consideration for the acquisition or provision of which was or will be in excess of its market value, or otherwise than on an arm’s length basis.
10.5.5 The Company has not disposed nor has it agreed to dispose of any asset, nor has it provided or agreed to provide any services or facilities (including the benefit of any licences or agreements), the consideration for the disposal or provision of which was or will be less than its market value, or otherwise than on an arm’s length basis.
10.5.6 The Company has not incurred a loss on the disposal or deemed disposal of any asset in relation to which its ability to set the whole of that loss against any chargeable gain arising in the same or a later accounting period is or may be restricted or excluded.
10.5.7 No asset owned by the Company has at any time since its acquisition by the Company been subjected to a reduction in value such that any allowable loss arising on its disposal is likely to be reduced or eliminated or any chargeable gain arising on its disposal is likely to be increased.
Taxation Claims, Liabilities and Reliefs. 3.1 Without prejudice to any liability which may arise under the Tax Covenant there is no liability to Taxation in respect of which a claim could be made under the Tax Covenant.
3.2 There are set out in the Disclosure Letter, with express reference to this paragraph, details of all matters relating to Taxation in respect of which the Company (either alone or jointly with any other person) has, or at Completion will have, an outstanding entitlement to make:
(a) any claim or disclaimer (including a supplementary claim) for relief from Taxation;
(b) any election, including an election for one type of relief, or one basis, system or method of Taxation, as opposed to another;
(c) any appeal or further appeal against an assessment to Taxation;
(d) any application for the postponement of, or payment by instalments of Taxation; or
(e) any application for postponement of any allowance or relief. Such details are sufficient to enable the Buyer to procure that any time limit to such entitlement expiring after Completion can be met.
3.3 There are no arrangements entered into between the Company and HM Revenue & Customs pursuant to Section 36 Finance Xxx 0000.
3.4 There are set out in the Disclosure Letter full particulars relating to the Company which is or may be required to pay corporation tax by instalments by virtue of The Corporation Tax (Instalment Payments) Regulations 1998 SI 1998/3175 (the “Regulations”) including:
(a) details of the instalments paid prior to Completion in respect of the accounting period ending on the Accounts Date; and
(b) the dates instalment payments are due.
3.5 The amount of Taxation chargeable on the Company does not depend on any specific unpublished concessions or other formal arrangements with any Taxation Authority agreed prior to Completion.
3.6 The Company has made all deductions and retentions of or on account of Taxation as it was or is obliged or is entitled to make and all such payments of or on account of Taxation have been made to any Taxation Authority in respect of such deductions or retentions.
Taxation Claims, Liabilities and Reliefs. (i) There are set out in the Disclosure Letter with express reference to this paragraph, particulars of all matters relating to Taxation in respect of which the Company (either alone or jointly with any other person) has, or at Closing will have, an outstanding entitlement:
(a) to make any claim, including a supplementary claim, for relief under ICTA or any other statutory provision relating to Taxation;
(b) to make any election, including an election for one type of relief, or one basis, system or method of Taxation, as opposed to another;
(c) to make any appeal (including a further appeal) against an assessment to Taxation;
(d) to make any application for the postponement of, or payment by instalments of, Taxation; or
(e) to disclaim or require the postponement of any allowance or relief; such particulars being sufficient to enable the Buyer to procure that any time limit to such entitlement expiring within six months after Completion can be met.
(ii) The Company is not, nor may become liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or amounts corresponding thereto) in consequence of the failure by any other person to discharge that Taxation within any specified period or otherwise, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstances arising, occurring or deemed to arise or occur (whether wholly or partly) prior to Closing.
(iii) No relief (whether by way of deduction, reduction, set off, exemption, postponement, rollover, holdover, repayment or allowance, or otherwise) from, against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at any time after Closing.
Taxation Claims, Liabilities and Reliefs. 15.2.1 Without prejudice to any liability which may arise under the Tax Indemnity, each Group Company has duly and punctually paid all Taxation which it has become liable to pay and is not liable nor has it within three years prior to the date hereof been liable to pay any penalty or interest in connection therewith.
15.2.2 The Group Company is not a party to any Proceeding by any Tax Authority and, so far as the Seller is aware, there is no pending or threatened Proceeding by any Tax Authority.
Taxation Claims, Liabilities and Reliefs. 11.2.1 No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time after Closing.
11.2.2 All Taxation of any nature whatsoever whether of the United Kingdom or elsewhere for which the Company is liable or for which the Company is liable to account has been duly paid (insofar as such taxation ought to have been paid) and without prejudice to the generality of the foregoing the Company has made all such deductions and retentions as it was obliged or entitled to make and all such payments as should have been made. To the best of the Seller’s knowledge, information and belief, where such liability has not arisen at the date of this Agreement (or such liability is not due to be paid at the date of this Agreement), it has been provided for in full in the Closing Accounts, and full provision has been made in the Closing Accounts for deferred Taxation in accordance with generally accepted accounting practice.
Taxation Claims, Liabilities and Reliefs. 2.1 The Disclosure Letter contains full and accurate details of all matters relating to Taxation in respect of which the Company (either alone or jointly with another person) is, or at Completion will be, entitled:
2.1.1 to make a claim (including a supplementary claim) for, disclaimer of or election for relief under a Taxation statute;
2.1.2 to elect to treat machinery or plant as a short-life asset within s37 CAA (election for certain machinery or plant to be treated as short-life assets).
2.2 The Company has not, nor will become liable to pay, or to reimburse or indemnify any person in respect of Taxation in consequence of the failure by another person to discharge that Taxation, where the Taxation relates to a profit, income or gain arising or deemed to have arisen or anything occurring or deemed to have occurred (whether wholly or partly) prior to Completion.
2.3 No relief from Taxation has been claimed or given to the Company, which could be withdrawn, postponed or restricted as a result of anything arising or occurring at or after Completion.
Taxation Claims, Liabilities and Reliefs. 12.2.1 No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any Taxation has been claimed and/or given to any Group Company which will be effectively in whole or in part withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time before Closing.
12.2.2 No Group Company has made any claims, elections or surrenders relating to Reliefs or capital allowances since the submission of its Tax computations to the relevant Tax Authority in respect of the period to which the 2003 Accounts relate.
Taxation Claims, Liabilities and Reliefs. Except as disclosed, there is no liability of Taxation in respect of which a claim has been made to the knowledge of the Vendor.
Taxation Claims, Liabilities and Reliefs. 3.2.1 The Disclosure Letter contains full details of all matters relating to Taxation in respect of which any Group Company (either alone or jointly with any other person) is, or at Completion will be, entitled:
(a) to make a claim (including a supplementary claim) for, disclaimer of or election for relief under any Taxation statute;
(b) to appeal against an assessment to or a determination affecting Taxation;
(c) to apply for the postponement of Taxation;
(d) to require the postponement or reduction of any allowance.
3.2.2 No Group Company has made or is entitled to make a claim or exercise an option under TCGA s 24(2) (Disposals where assets lost or destroyed, or become of negligible value), s 280 (Consideration payable by instalments) or Schedule 4 (Deferred charges on gains before 31 March 1982).
3.2.3 No Group Company is or will become liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or any amount corresponding to Taxation) in consequence of the failure by any other person (not being a Group Company) to discharge that Taxation or amount within any specified period or otherwise, where the Taxation or amount relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) prior to Completion.
3.2.4 No relief (whether by way of deduction, reduction, set-off exemption, repayment or allowance, or otherwise) from, against or in respect of any Taxation has been claimed and/or given to any Group Company which could or might be effectively withdrawn, postponed, restricted or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at any time before Completion.
Taxation Claims, Liabilities and Reliefs. There are set out in the Data Room, details of any Taxation that may be outstanding in respect of any of the Group Companies.
