Common use of Taxation Claims, Liabilities and Reliefs Clause in Contracts

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against or in respect of any Taxation has been claimed and/or given to the Company which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time after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. 10.5.1 9.3.1 The Company has is not paidand will not become, 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 Closingthe Completion. 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 9.3.2 No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance 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 Closingthe Completion. 10.5.4 9.3.3 The Company does not own, nor own and has it not agreed to acquire, any asset, nor has it received or agreed to receive any services or facilities (including including, without limitation, 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 9.3.4 The Company has not disposed nor and has it not agreed to dispose of any assetassets, nor and has it not provided or and has not agreed to provide any services or facilities (including including, without limitation, the benefit of any licences or agreements), the consideration for the disposal or provision of licences) 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.