Taxation Matters. (a) The Company, SIC and the Branch have duly paid all Taxation which it is or has been liable to pay or account for prior to the date of this Agreement.
(b) Since the Last Balance Sheet Date, the Company, SIC and the Branch have not been involved in any transaction which has given or may give rise to a liability to Taxation on the Company, any of SIC or the Branch (or would have given or might give rise to such a liability but for the availability of any relief) other than Taxation arising from transactions in the ordinary course of business.
(c) The Company, SIC and the Branch are resident in its country of incorporation for taxation purposes, and the Company is and has been at the time when submission was made validly enrolled in the ETVE regime and is and has been compliant with all applicable terms of such regime.
(d) All material returns, notifications, computations, registrations and payments required to be made for the purposes of Taxation have been filed by the Company (including SIC and the Branch).
(e) No material returns, notifications, computations, registrations and payments are the subject of any disputes generally or appeal nor are yet to be determined by or are subject to agreement with any Tax Authority.
(f) The Company, SIC and the Branch, have not postponed, deferred or suspended tax debts with the Tax Authorities.
(g) The Company, SIC and the Branch have in their possession all material records and documentation which it is obliged to hold, preserve and retain under any Applicable Laws with respect to Taxation.
(h) The Company, SIC and the Branch have duly fulfilled all the material and formal transfer pricing obligations established in the relevant applicable legislation relative to transactions carried out with related parties.
(i) Carried forward losses of the Company, SIC and the Branch, and any other deferred tax asset, have been properly assessed and the Company, SIC and the Branch keep all the adequate information and documentation evidencing the origin and correctness of the relevant amounts.
(j) There are no current tax sanctions procedures against the Company, SIC or the Branch.
(k) All obligations to make deductions in respect of payments of salary or other emoluments or benefits (whether in money or money’s worth) to employees of the Company, SIC and the Branch of or on account of Taxation or any social levy or insurance have been complied with and all amounts due to any Tax Authority in respect of the same have been duly p...
Taxation Matters. 12.1 Notwithstanding anything to the contrary contained in this Scheme, upon effectiveness of this Scheme:
(a) the Transferor shall be liable for any Tax payable to Appropriate Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking prior to the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date; and
(b) the Transferee shall be liable for any Tax payable to Appropriate Authorities under Tax Laws and shall be entitled to refunds of any Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking on or after the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date.
12.2 Upon effectiveness of this Scheme, all Taxes paid or payable by the Transferor in respect of the operations and/ or the profits of the Demerged Undertaking on and from the Appointed Date, shall be on account of the Transferee. Upon effectiveness of this Scheme, the payment of any Tax, whether by way of deduction at source (including foreign tax credit), advance tax, self assessment tax, minimum alternate tax, or otherwise howsoever, by the Transferor in respect of the activities or operations of the Demerged Undertaking on and from the Appointed Date, shall be deemed to have been paid by the Transferee, and, shall, in all proceedings, be dealt with accordingly.
12.3 Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking prior to the Appointed Date shall belong to and be received by the Transferor, even if the prescribed time limits for claiming such refunds or credits have lapsed. Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking on or after the Appointed Date shall belong to and be received by the Transferee, even if ...
Taxation Matters. 4.1 All returns, computations and payments which should be, or should have been, made by the Company for any Taxation purpose have been made within the requisite periods and are up-to-date, correct and on a proper basis and none of them is, or is likely to be, the subject of any dispute with the Inland Revenue or other Taxation authorities.
4.2 The Company has duly deducted and accounted for all amounts which it has been obliged to deduct in respect of Taxation and, in particular, has properly operated the PAYE system, by deducting tax, as required by law, from all payments made, or treated as made, to its employees or former employees, and accounted to the Inland Revenue for all tax so deducted and for all tax chargeable on benefits provided for its employees or former employees.
4.3 The Company is not, nor will 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 (not being a group company) 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) on or prior to the date of this Agreement.
4.4 The Company has not incurred or is, or has become, liable to incur expenditure which will not be wholly deductible in computing its taxable profits except for expenditure on the acquisition of an asset to be held otherwise than as stock-in-trade.
4.5 The Company has not made or agreed to make, a surrender of, or claim for, group relief pursuant to ICTA Pt X Ch IV (group relief) or is liable to make or entitled to receive a payment for group relief otherwise than to or from another group company.
4.6 The execution or completion of this Agreement will not result in any profit or gain deemed to accrue to the Company for Taxation purposes.
4.7 The Company has not in the six years ending on the date of this Agreement carried out, or been engaged in, any transaction or arrangement in respect of which there may be substituted for the consideration given or received by such Company a different consideration for Taxation purposes.
4.8 The Company has duly registered and is a taxable person for the purpose of value added tax and has not applied for treatment as a member of a group.
Taxation Matters. 4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-
Taxation Matters. (a) All income of the Escrow Fund shall be taxable to Acquiror as of the end of each calendar year and to the extent required by the Internal Revenue Service, whether or not such income was disbursed during such calendar year. For certain payments made pursuant to this Escrow Agreement, Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to Escrow Agent prior to the date of this Escrow Agreement, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 5(a) are not provided prior to the date of this Escrow Agreement or by the time the related payment is required to be made or are determined by Escrow Agent to be incomplete and/or inaccurate in any respect, Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Amount or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.
(b) The parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. The parties hereby agree that they shall provide Escrow Agent with such information as Escrow Agent may request including, but not limited to, each party’s name,...
Taxation Matters. (a) Grantee recognizes and agrees that there may be certain tax issues that affect Grantee arising from the grant and/or vesting of the Restricted Shares and Grantee shall be solely responsible for payment of all federal, state and local taxes resulting therefrom. The Company expressly provides no tax advice to Grantee and recommends that Grantee seek personal tax advice.
(b) In general, Grantee will have taxable income in any year during which Restricted Shares vest. The amount of the taxable income for each year will equal the number of Restricted Shares which vest multiplied by the fair market value of a share of Common Stock on the vesting date. This amount will be included Grantee’s taxable income reported for that year. Any applicable withholding taxes associated with the vesting of the Restricted Shares may be paid to the Company as set forth in paragraph (c) below or by any other method deemed satisfactory to the Company, prior to the delivery of vested shares to Grantee.
(c) Grantee’s tax withholding liability may be satisfied through the delivery to the Company of shares of Common Stock having a value equal in amount to the tax withholding liability outlined in (b) above. The number of shares to be delivered to the Company will be rounded up to the nearest whole share and in no case will partial shares be transferred. The shares delivered to the Company for satisfaction of Grantee’s withholding tax liability will result in a reduction in the number of vested shares actually delivered to Grantee.
(d) Section 83(b) of the Internal Revenue Code permits Grantee to recognize income in the year in which the Restricted Shares are granted, rather than in the subsequent years in which they vest. This election generally must be filed with the Internal Revenue Service within 30 days of the Grant Date. Grantee is encouraged to discuss this option with his or her own tax advisor. In the event Grantee desires to make an election under Section 83(b) of the Code, Grantee first shall make appropriate arrangements with the Company for the payment of all applicable withholding taxes associated with such election. The satisfication of withholding tax liability pursuant to Section 9(c) above is not available if the Grantee makes a Section 83(b) election with respect to the Restricted Shares.
(e) If Grantee is of a natural citizenship other than the United States of America, he or she will be subject to and have his or her tax liability calculated in accordance with t...
Taxation Matters. (a) Characterization. The Member intends that the Company shall be treated as a partnership for federal, state, local and foreign income and franchise tax purposes, and shall take all reasonable action, including the execution of such other documents, as may be reasonably required to have the Company qualify for and obtain treatment as a partnership for any and all such tax purposes.
Taxation Matters. (a) The Seller is not involved in any dispute with any Tax authority concerning any matter likely to affect the conduct of the Business after Completion or any of the Assets and, so far as the Seller is aware, no such dispute is reasonably likely.
(b) The Seller has made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and has accounted in full to the appropriate authority for all amounts so deducted or withheld.
Taxation Matters. 4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-
4.1.1 the Company or other member of the Group is able to deduct or, where possible, withhold, an amount equal to the whole of the Tax Liability from the Subscriber’s net pay for the next pay period; or
4.1.2 the Subscriber has paid to the Company or other member of the Group an amount equal to the Tax Liability; or
4.1.3 the sum of the amount that the Subscriber has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Subscriber’s net pay for the next pay period is equal to or more than the Tax Liability; or
4.1.4 the Subscriber enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.
Taxation Matters. The Company has complied with all the material requirements as specified under the applicable Tax Laws in relation to payments, returns, computations, notices and information which are required to be complied by the Company. The Company has no notice of any Tax disputes or other liabilities of Taxes in respect of which a claim has been made or notice has been issued against the Company.
