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

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dates instalment payments are due. 3.5 The amount of Taxation chargeable on the Company does not depend on any specific unpublished concessions or other formal arrangements with any Taxation Authority agreed prior to Completion. 3.6 The Company has made all deductions and retentions of or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. 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 7.3.1 There are set out in the Disclosure LetterBundle, with express reference to this paragraph, details of all matters relating to Taxation in respect of which the each Group 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) relief; any election, including an election for one type of 42 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 of, Taxation; or (e) any application for or to disclaim or require the postponement of any allowance or relief. Such details are sufficient to enable the Buyer Purchaser to procure that any time limit to such entitlement expiring within six months after Completion can be met. 3.3 7.3.2 There are no arrangements entered into between the any Group Company and HM the Inland Revenue & Customs pursuant to Section 36 Finance Xxx 0000. 3.4 7.3.3 There are set out in the Disclosure Letter Letter, with express reference to this paragraph, full particulars relating to the each Group Company which is or may be required to pay corporation tax by instalments by virtue of The Corporation Tax (Instalment Payments) Large Companies) Regulations 1998 SI 1998/3175 (the “"Regulations”") including: (a) details a. the name of the instalments paid prior to Completion Group Company; b. the total liability (as defined in respect Paragraph 2(3) of the Regulations) for the accounting period ending on in which Completion takes place and the Accounts Date; andprevious accounting period if an instalment for that accounting period is due; c. the application of Paragraph 4 of the Regulations (b) instalment payments - transitional provisions) d. the dates instalment payments are due; and e. the amount of any instalment which will fall due for payment within three months after Completion. Nothing has been done which may cause Paragraph 13 of the Regulations to apply in relation to a Group Company. 3.5 The amount 7.3.4 No Group Company has taken any action which has had, or will have, the result of Taxation chargeable on altering, prejudicing or in any way disturbing any arrangement or agreement which it has previously had with the Company does not depend on any specific unpublished concessions Inland Revenue or HM Customs and Excise or other formal arrangements with any Taxation Authority agreed prior to CompletionAuthorities. 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. 3.1 Without prejudice to any liability which may arise under the Tax Covenant 14.2.1 To each Warrantor’s knowledge, there is no liability to Taxation in respect of which a claim for breach of warranties could be made under the Tax Covenantmade. 3.2 There are set out 14.2.2 All Taxation of any nature whatsoever for which a Group Company is liable and/or which is assessed or imposed by any Tax Authority, or for which a Group Company is liable to account, has been duly and punctually paid, withheld or has been accrued in the Disclosure Letter, with express reference Accounts or Management Accounts. 14.2.3 All material documents to this paragraph, details of all matters relating which a Group Company is a party upon which stamp duty is payable have been duly stamped and there are no circumstances or transactions to Taxation which any Group Company is or has been a party such that a liability to stamp duty or any penalty in respect of which such duty may arise for any Group Company. 14.2.4 The Tax losses of each of the Company (either alone or jointly with any other person) hasGroup Companies, or at Completion will have, an outstanding entitlement as disclosed in the most recent corporate income tax return submitted to makethe relevant Tax Authority for each of the Group Companies are correct and up-to-date in all material respects. 14.2.5 Each of the Group Companies: (a) is not liable for any claim penalty, surcharge, fine or disclaimer (interest in connection with Tax in respect of any period up to and including a supplementary claim) for relief from TaxationCompletion; (b) has made all deductions and withholdings in respect of or on account of any electionTaxation from all payments made by it, including an election which deductions and withholdings it was obliged to make, and has accounted to the relevant Tax Authority for one type of relief, all amounts so deducted or one basis, system or method of Taxation, as opposed to anotherwithheld; (c) is not and does not expect to be involved in a dispute in relation to Tax in respect of any appeal or further appeal against an assessment period up to Taxationand including Completion; (d) is not and has not been subject to any application for the postponement ofinvestigation or enquiry by a Tax Authority concerning its Tax affairs and none is pending or threatened, and to each Warrantor’s knowledge, no fact or payment by instalments circumstance exists which will or would reasonably be likely to give rise to an investigation or enquiry of Taxation; orthat type which will or would reasonably be likely to result in a Tax liability exceeding US$100,000; (e) is not a party to or otherwise involved in any application for postponement of any allowance transaction, agreement or relief. Such details are sufficient arrangement which will, or is reasonably likely to, subject it 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 an amount deemed for Tax purposes to be income or gains of such Group Company where such amount is not reflected as income or gains of such Group Company in the Accounts Dateor Management Accounts; and (bf) is not a party to any transaction or series of transactions of which the dates instalment payments are duemain purpose, or one of the main purposes, was or could reasonably be likely to constitute the avoidance of, or deferral or a reduction in the liability for, Tax. 3.5 The amount 14.2.6 Each of the Accounts and Management Accounts have made full provision or reserve for all Tax liable to be assessed on each of the Group Companies or for which it may be or may after that date become liable, with respect to Tax on profits, gains, income and receipts, benefits and other items subject to Tax for any period ending on or before, and for any transactions, or events or situations occurring (or deemed to have occurred for Taxation chargeable purposes) on or before, the Last Accounting Date or the Management Accounts Date (as the case may be). 14.2.7 There is no order, decree or decision of any Tax Authority outstanding or pending against any Group Company. 14.2.8 Each of the Group Companies has maintained sufficient records to support all returns lodged, filed or submitted to the relevant Tax Authority relating to Taxation (or which may be legally required to be filed, lodged or submitted) and to comply with all Applicable Laws and regulations. 14.2.9 No Tax incentive, exemption or relief has been claimed by any Group Company does not depend on any specific unpublished concessions or other formal arrangements with any Taxation Authority agreed in the two (2) years prior to Completion. 3.6 The the date of this Agreement without such Group Company having satisfied the conditions for such Tax incentive, exemption or relief. No Tax Authority has made all deductions and retentions of operated or agreed to operate any special arrangement (being an arrangement which is not based on account of Taxation as it was relevant legislation or is obliged or is entitled to make and all such payments of or on account of Taxation have been made any published practice) in relation to any Taxation Authority in respect of such deductions or retentionsGroup Company’s affairs.

Taxation Claims, Liabilities and Reliefs. 3.1 Without prejudice 8.2.1 So far as the Warrantors are aware (for the purposes of this Clause 8. 2.1 the Warrantors shall not be required to make any liability which may arise under enquiries from any other person and Clause 1.3 of the Tax Covenant there is Agreement shall not apply to this Clause 8.2.1), no liability to Taxation 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 could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a claim could be made under result of any act, omission, event or circumstance arising or occurring at or at any time after Completion within the Tax Covenantordinary course of business. 3.2 8.2.2 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 full particulars 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 ("Group Payment Arrangements") entered into between the any Group Company and HM the Inland Revenue & Customs pursuant to Section 36 Finance Xxx 0000. 3.4 There are set out in the Disclosure Letter full particulars relating to the 8.2.3 Each Group Company which is or may be required to pay has duly paid all instalments of corporation tax by instalments by virtue due and payable prior to Completion within the appropriate time limits. The calculation of The the total liability of a Group Company for a relevant accounting period starting prior to Completion in accordance with the provisions of the Corporation Tax (Instalment Payments) Regulations 1998 SI 1998/3175 (the “"CT Regulations”") including: (a) details was made on the basis of information that was complete and accurate in all material respects at the time that such liability was required to be calculated for the purposes of the instalments paid prior to Completion in respect CT Regulations. So far as the Warrantors are aware, nothing has been done which may cause Paragraph 14 of the accounting period ending on the Accounts Date; and CT Regulations (banti-avoidance provision) the dates instalment payments are dueto apply in relation to a Group Company. 3.5 The amount 8.2.4 No Group Company has taken any action which has had, or, so far as the Warrantors are aware, will have, the result of Taxation chargeable on altering, prejudicing or in any way disturbing any arrangement or agreement which it has previously had with the Company does not depend on any specific unpublished concessions Inland Revenue or HM Customs and Excise or other formal arrangements with any Taxation Authority agreed prior to CompletionAuthorities. 3.6 The 8.2.5 There are set out in the Disclosure Letter, with express reference to this paragraph, full particulars of any agreement, arrangement or election between any Group Company and the Inland Revenue as a result of which the relevant Group Company has made all deductions and retentions of or on account of Taxation as it was or is obliged or is entitled failed 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 retentionscomply with its statutory obligations.