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 paid. (l) Copies of all applications for clearance made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser. (m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation. (n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rights. (o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing. (p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Gran Tierra Energy Inc.), Sale Agreement
Taxation Matters. (a) The CompanyCompany has complied with all the requirements as specified under the respective Tax Laws as applicable to it in relation to returns, SIC computations, notices, deductions, withholdings and information which are or are required to be made or given by the Branch Company to any Tax authority for all Tax periods for taxation and for any other Tax or duty purposes, have duly been made on a proper and timely basis and are correct and none of them is the subject of any dispute with the Indian taxation authorities and all applicable Taxes have been deducted, collected, withheld, deposited and paid all Taxation which it is or and filings with respect to the same have been done and completed in accordance with Law and no Tax Demand has been received or, to the best of the knowledge of the Warrantors, threatened in respect thereof. The Company has discharged all due and payable sums towards payment of Taxes of any other Persons that they are required to discharge under any applicable contracts and, there are no facts or circumstances that may give rise as on the date of the financial statements to any material Tax or Tax liability in addition to Tax already paid or provisioned in the financial statements. The Company is not subject to Tax in any jurisdiction other than India. The Company has no Tax liability arising out of any matter up to the Closing except as adequately reserved for on its balance sheet, nor there are any circumstances by reason of which the Company is likely to become liable to pay, any interest, penalty, surcharge or fine relating to any Tax. With respect to any period for which Tax returns are not yet due and thus have not been filed, or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes in its books and records and in accordance with Indian GAAP and applicable Laws, including the financial statements. The Company has not paid or become liable to pay any interest, penalty, surcharge or fine relating to any applicable Taxes. The Company has not been since incorporation been subject to and the Company is not currently subject to any investigation, audit, visit or search and/or seizure by any revenue authority and no notice or communication of any such investigation, audit or proposed visit by any taxation authority has been received by the Company. All claims or other requests for any particular treatment relating to taxation that have been taken into account for prior in computing any amount in the financial statements, have been duly made and are, in the reasonable opinion of the Company and the Promoters are not likely to be disputed by any taxation authority. The amount of taxation chargeable on the Company during any assessment period has not been affected to any extent by any concession, arrangement, agreement or other formal or informal arrangement with any taxation authority (not being a concession, agreement or arrangement available to companies generally). The Company has granted, delivered or issued or provided all certificates, forms and other documents to other Persons required under the applicable Law relating to the date of this Agreement.
(b) Since the Last Balance Sheet DateTaxes, the Company, SIC and the Branch have not been involved save in any transaction relation to matters 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 are in progress in the ordinary course of business.
(c) The Company, SIC and the Branch are resident in its country . Any right to a repayment or relief 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 paid.
(l) Copies of all applications for clearance made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed Company to the Purchaser.
extent that such right was taken into account in the financial statements is available and is not lost, reduced or cancelled. No relief (mwhether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) The Companyfrom, SIC and the Branch are duly registered for the purposes against or in respect of IVA and any taxation has been at all times when it ought claimed and/or given to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The CompanyCompany which could or might be effectively withdrawn, SIC and postponed, restricted, clawed back or otherwise lost as a result of the Branch have complied with and observed in all material respects the terms transaction contemplated under this Agreement and/or as a result of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on act, omission, event or circumstance arising or occurring at or at any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rights.
(o) The amount time before completion of the Indirect Transfer transaction contemplated under this Agreement. No audit, investigation or other proceeding by a Governmental Authority is pending or being conducted with respect to (i) any Taxes due from or with respect to Company or in relation to the filing of any Tax is and shall be complete and correct within 3 years from filing.
returns or failure to do so or (pii) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and Company in respect of any pending proceedings under any Tax Laws that have any adverse impact on the Branch) Company’s ability to consummate the transactions contemplated herein or such predecessorsthat has the effect of creating any charge or lien on the Equity Shares or any Assets of Company in favour of a Governmental Authority.
Appears in 2 contracts
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 Seller shall make available to the date Purchaser copies of this Agreementany and all Returns filed on behalf of Bxxxxx or SLZ and shall provide such supporting Tax information and schedules to the Purchaser promptly following the Purchaser’s written request therefore.
(b) Since The Seller shall prepare or cause to be prepared all Returns required to be filed by Bxxxxx and SLZ after the Last Balance Sheet DateClosing Date with respect to taxable periods ending on or before the Closing Date and shall pay all such taxes due in respect to such Returns, including without limitation any and all taxes arising from or relating to the satisfaction, repayment or cancellation of any Intercompany Indebtedness. Such Returns shall be prepared in accordance with applicable Laws and in a manner consistent with past Returns of Bxxxxx and SLZ. The Purchaser shall be given a copy of such Returns at least 14 days prior to the date on which such Returns are filed for the purposes of reviewing and commenting on such Returns, and the Seller agrees to include all reasonable changes to such Returns that are requested by the Purchaser within 10 days of the date on which they receive such Returns, provided that the Seller shall determine, in its sole discretion, acting reasonably, whether any changes requested by the Purchaser are reasonable. The Purchaser agrees that, provided that the Purchaser has been provided with the opportunity to review and comment on the Returns in accordance with this Section 6.2, the Company, SIC determinations made by the Seller in the preparation and filing of all Returns required to be filed by Bxxxxx and SLZ after the Closing Date with respect to taxable periods ending on or before the Closing Date shall be final and the Branch have Purchaser agrees that it shall not been involved in any transaction which has given dispute such determinations. The Seller shall file or may give rise cause to a liability to Taxation on be filed all such Returns described above, and (without limiting the Company, any generality 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 businessSection 8.1(a)).
(c) The Company, SIC Seller and the Branch are resident in its country of incorporation for taxation purposesPurchaser shall cooperate fully, as and to the extent reasonably requested by, and the Company is and has been at the time when submission was made validly enrolled expense of, the other Party, in connection with the ETVE regime filing of Returns and is any audit, litigation or other proceeding with respect to Taxes relating to taxable periods ending on or before or that otherwise include the Closing Date. Such co-operation shall include the retention and, upon the other Party’s request, the provision of records and has been compliant with all applicable terms information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of such regimeany material provided hereunder.
(d) All material returns, notifications, computations, registrations and payments required The Purchaser shall pay to be made for the purposes Seller the amount of Taxation have been filed by the Company any Tax credit or refund (including SIC and the Branch).
(e) No material returnsany interest thereon, notifications, computations, registrations and payments are the subject but net of any disputes generally costs to the Purchaser in obtaining such credit or appeal nor are yet refund and net of any Taxes resulting from such credit or refund for which the Purchaser becomes liable) that is paid to be determined by or are subject to agreement with any Tax Authority.
(f) The Company, SIC and SLZ after 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 Closing Date in respect of payments taxable periods of salary SLZ ending on or prior to the Closing Date (for clarification this provision does not apply to any future tax benefits that may be realized by the Purchaser from the utilization of any net operating loss or capital loss carryover, any carry forward of business or other emoluments business or benefits (whether in money or money’s worth) to employees of the Companyother Tax credits, SIC any Tax basis, and the Branch of or on account of Taxation earnings and profits, or any social levy other Tax attributes of Bxxxxx or insurance have been complied with and all amounts due to SLZ that may be realized by the Purchaser following the Closing Date). The Parties agree that any Tax Authority in respect of the same have been duly paid.
(l) Copies of all applications for clearance credit or refund payment made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed pursuant to the PurchaserAgreement will be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.
(m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rights.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 2 contracts
Samples: Purchase Agreement (Star Mountain Resources, Inc.), Purchase Agreement (Star Mountain Resources, Inc.)
Taxation Matters. (a) The Company, SIC Seller shall prepare or cause to be prepared all Returns required to be filed by the Company after the Closing Date with respect to taxable periods ending on or before the Closing Date and shall pay all such taxes due in respect to such Returns. Such Returns shall be prepared in accordance with applicable Laws and in a manner consistent with past Returns of 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 AgreementCompany (if any).
(b) Since The Purchaser shall be given a copy of such Returns at least 14 days prior to the Last Balance Sheet Datedate on which such Returns are filed for the purposes of reviewing and commenting on such Returns, and the Seller agrees to include all reasonable changes to such Returns that are requested by the Purchaser within 10 days of the date on which they receive such Returns, provided that the Seller shall determine, in its sole discretion, acting reasonably, whether any changes requested by the Purchaser are reasonable. The Purchaser agrees that, provided that the Purchaser has been provided with the opportunity to review and comment on the Returns in accordance with this Section 6.2, the Company, SIC determinations made by the Seller in the preparation and filing of all Returns required to be filed by the Company after the Closing Date with respect to taxable periods ending on or before the Closing Date shall be final and the Branch have Purchaser agrees that it shall not been involved in any transaction which has given dispute such determinations. The Seller shall file or may give rise cause to a liability to Taxation on the Company, any of SIC or the Branch (or would have given or might give rise to be filed all such a liability but for the availability of any relief) other than Taxation arising from transactions in the ordinary course of businessReturns described above.
(c) The Company, SIC Seller and the Branch are resident Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in its country connection with the filing of incorporation for taxation purposesReturns and any audit, litigation or other proceeding with respect to Taxes relating to taxable periods ending on or before or that otherwise include the Closing Date. Such cooperation shall include the retention and, upon the other Party’s request, the provision of records and the Company is information reasonably relevant to any such audit, litigation or other proceeding and has been at the time when submission was made validly enrolled in the ETVE regime making employees available on a mutually convenient basis to provide additional information and is and has been compliant with all applicable terms explanation of such regimeany material provided hereunder.
(d) All material returnsThe Purchaser shall pay to the Seller the amount of any Tax credit or refund (including any interest thereon, notifications, computations, registrations but net of any costs to the Purchaser in obtaining such credit or refund and payments required net of any Taxes resulting from such credit or refund for which the Purchaser becomes liable) that is paid to be made for the purposes of Taxation have been filed by the Company (including SIC and after 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 Closing Date in respect of payments taxable periods of salary the Company ending on or prior to the Closing Date (for clarification this provision does not apply to any future tax benefits that may be realized by the Purchaser from the utilization of any net operating loss or capital loss carryover, any carryforward of business or other emoluments business or benefits (whether in money other Tax credits, any Tax basis, and earnings and profits, or money’s worth) to employees any other Tax attributes of the Company, SIC and Company that may be realized by the Branch of Purchaser following the Closing Date). The Parties agree that any credit 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 paid.
(l) Copies of all applications for clearance refund payment made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed pursuant to the PurchaserAgreement will be treated for Tax purposes as an adjustment to the Purchase Consideration, unless otherwise required by applicable Law.
(m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rights.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 1 contract
Taxation Matters. (a) The To the best knowledge of the Promoters and the Company, SIC the Company has complied with all the 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 and all Taxes have been deducted and filings with respect to the same have been done and completed in accordance with Law. There are no liabilities of Taxes in respect of which a claim or notice has been made against the Company. No relief (whether by way of deduction, reduction, set-off, exemption, postponement, 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 the Closings and/or as a result of any act, omission, event or circumstance arising or occurring at or at any time before the Closings. Service tax payable in relation to any contracts of the Company has been duly paid in accordance with applicable Law. There is no liability (whether outstanding or accrued or past or otherwise) for service tax, which any service provider may claim or recover from the Company for any period prior to Closing Dates. There are no Encumbrance with respect to the Company that arose in connection with any failure (or alleged failure) to pay any Tax, which is presently or past due. The Company has not and have never been a party to any Tax sharing agreement or Tax indemnity agreement and have not assumed the Tax liability of any other Person under contract. The Company has not at any time entered into or been party to any transactions, schemes or arrangements which either: were entered into solely or wholly or mainly with a view to avoiding, reducing, postponing or extinguishing any actual or potential liability to Tax; or could be reclassified for the purposes of Tax under any legislation, enactment or other law or otherwise by any Governmental Authority; and which could result in any claim or proceeding against the Company or used as evidence against it in any proceedings pertaining to tax avoidance, against the Company or any other Person. Export of service position has been taken by the Company with respect to sale of domain name to an overseas customer and the Branch Company is in possession of documentary evidence to substantiate this position. All material contracts have been duly paid all Taxation authorised, executed and delivered by the Company and each party thereto, are valid and subsisting, and constitutes a valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms. The Company is not in default in the performance, observance or fulfilment of any of the obligations, covenants or conditions contained in any material contract to which it is a party. No party (including the Company) is in breach of any contract or has been liable indicated any intention to pay serve a notice of default or account for terminate any such contract prior to the date expiration of this Agreement.
(b) Since its term and no party has sought to repudiate, disclaim or vary, to 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 detriment of the Company, any material contract including but not limited to the agreement entered into by the Company and its clients. Other than (a) the current articles of SIC the Company; and (b) this Agreement, there are no agreements or understandings which (i) grants direct or indirect management, operational or voting rights or economic interest in the Branch Company to any third Person including any power of attorney with respect to the foregoing; (or would have given or might give rise to such ii) is a liability but non-competition contract restricting in any way the business activities of the Company; (iii) was entered into outside of the ordinary course of business of the Company; (iv) provides for the availability sharing of the revenue of the Company with any reliefthird party; (v) other than Taxation arising from transactions is a contract with any Person relating to the use of the Assets of the Company; or (vi) is adverse to the Business or financial condition of the Company. Neither the Company nor any of its employees have committed any criminal or unlawful act involving dishonesty; any breach of trust; or any breach of contract or statutory duty or any tortious act which could entitle any third party to terminate any contract to which the Company is a party which could have a Material Adverse Effect on the Company and/or its Business and operations. Receivables. The amounts payable to the Company under any material contract (“Receivables”) are legal, valid and binding obligations of the obligors thereon, have been received, or are and will be collectible, at their recorded amounts in the ordinary course of business.
(c) The Company, SIC business 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 not the subject of any disputes generally counterclaims or appeal nor are yet to be determined by or are subject to agreement with any Tax Authority.
set offs (f) The Companyexcept those Receivables, 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 non-collection of 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 has been properly provided for in the relevant applicable legislation relative to transactions carried out with related partiesAccounts).
(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 paid.
(l) Copies of all applications for clearance made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rights.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 1 contract
Samples: Share Subscription Agreement
Taxation Matters. 17.1 Neither Thales nor any of the Companies is involved in any dispute with any Tax Authority concerning any matter in any way affecting either the Business or any of the Assets to be transferred under this Agreement.
17.2 The Disclosure Letter sets out details of any investigation (aincluding the consequences thereof but ignoring routine inspections) The Company, SIC and the Branch have duly paid all Taxation which it is or has been liable to pay or account for by any Tax Authority within six years prior to the date hereof into or affecting the payment of this AgreementTaxation in respect of the Business and of any disputes with any Taxation authority in relation to Taxation matters relating to the Business.
17.3 The Disclosure Letter sets out details of any payments made or due to or by Thales or any of the Companies in relation to the Business in respect of which either Thales or any of the Companies or the payer is under an obligation to deduct Tax or would be under such an obligation but for a written authorisation issued by any Tax Authority permitting payment without such deduction.
17.4 There is no reason why any part of the price payable by the Purchaser that is apportioned under this Agreement to those of the Assets which are plant or machinery for the purposes of Part II of the Capital Allowances Act 2001 should not, assuming such apportioned price represents capital expenditure incurred for the purposes of the Purchaser's trade, qualify in full for writing down allowances; none of such Assets are leased (as in the meaning of section 105 of such Act); and Thales accepts that no election may be made in respect of any of such Assets pursuant to section 266 of such Act.
17.5 In respect of any Assets which are plant and machinery for the purposes of Part II of the Capital Allowances Act 2001 and which are fixtures (as defined in section 173(1) of the Capital Allowances Act 2001) at Completion either (a) no person 202 has been or will have become entitled to allowances in respect of any Expenditure incurred on the provision of the fixture or, (b) Since if any person has become so entitled that person has been, is or will be required to bring the Last Balance Sheet Datedisposal receipts in respect of the fixture into account under section 55 of the Capital Allowances Act 2001.
17.6 None of the Contracts, other than any relating to xxx xxxuisition of the Assets, involve any future liabilities which when incurred will not be deductible in computing profits for Tax purposes.
17.7 No Tax Authority has agreed to operate any special arrangement (being an arrangement which is not based on a strict application of the relevant legislation) in relation to the Business, whether in respect of benefits provided to its officers or employees, the Companyvaluation of its stock, SIC the depreciation of its assets or any administrative or other matter whatsoever.
17.8 None of the Assets are wasting assets within section 44 of the Taxation of Chargeable Gains Act 1992 which do not qualify for capital allowances.
17.9 Xxxxxs and the Branch Companies have not been involved properly operated the PAYE system or equivalent system in any transaction relevant jurisdiction deducting income tax and national insurance contributions (and any other social security contribution) as required from all payments to, or treated as made to, the Employees (and has deducted all amounts which are required to be deducted from wages, salaries or other benefits) and has given punctually accounted to the relevant Tax Authority for all amounts of Tax and national insurance contributions (and any other social security contribution) due to them.
17.10 Proper records have been maintained by Thales and the Companies in respect of all PAYE (or equivalent system in any relevant jurisdiction) and national insurance contributions (and any other social security contribution) deductions and/or payments.
17.11 Thales and the Companies have maintained and obtained accounts, records, invoices and other documents (as the case may be) appropriate or requisite for the purposes of VAT arising in respect of the Business which are complete, correct and up-to-date.
17.12 Neither Thales nor any of the Companies is liable to any abnormal or any non-routine payment, or any forfeiture, penalty, interest or surcharge, or to the operation of any penal provision, in relation to VAT.
17.13 Neither Thales nor any of the Companies has been required to give security to any Tax Authority for payment of VAT.
17.14 The Disclosure Letter sets out details of any investigation (including the consequences thereof) by any Tax Authority within six years prior to the date hereof into or affecting the payment of VAT in respect of the Business.
17.15 None of the Assets are chargeable assets of a business which, if transferred to a body corporate treated as a member of a group under section 43 of the VATA as a going concern, would give rise to a liability to Taxation on the Company, any of SIC that body corporate or the Branch (or would have given or might give rise to such representative member of the group of which that body corporate is a liability but for member under section 44 of the availability of any relief) other than Taxation arising from transactions in the ordinary course of businessVATA.
(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) 17.16 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 paid.
(l) Copies of all applications for clearance made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession or under the control of a Conveyed Entity and Thales or any of the Companies which establish or are necessary to establish the title of such Conveyed Entity to any asset, Thales or to enforce any rights.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC Companies to the Assets have been duly stamped and any applicable stamp duties or charges in respect of such documents have been duly accounted 204 for and paid, and no such documents which are outside the United Kingdom would attract stamp duty if they were brought in to the United Kingdom.
17.17 Thales and the Branch) Companies have complied with all applicable Taxation laws and regulations relating to the Business and/or the Assets of any jurisdiction in respect of whose Taxation laws and regulations the Business and/or the Assets is subject where non-compliance could result in the Purchaser or such predecessorsany of its subsidiaries being required to pay Taxation which it would otherwise not be required to pay.
Appears in 1 contract
Taxation Matters. (a) 4.1 The Companies have duly and timely submitted all tax returns and declarations.
4.2 All Taxes owed by the Companies have been paid when due.
4.3 No Company is involved in any dispute with any Tax Authority concerning any matter likely to materially adversely affect such Company.
4.4 Each of the Companies is and always has been resident for the purposes of taxation in the country in which it was incorporated and neither does any Company have nor has it ever had a permanent establishment in a jurisdiction other than the jurisdiction of incorporation.
4.5 All stamp duty, SIC stamp duty reserve tax, transfer and other similar taxes, duties or registration fees have been paid in respect of all documents or transactions to which the Companies are a party and are liable to pay that stamp duty, stamp duty reserve tax, transfer or other similar taxes, duties or registration fees and which are of material importance.
4.6 Each of the Companies is duly registered for VAT and the Branch Companies have duly and timely submitted all necessary returns and declarations and maintained sufficient records for the purposes of applicable VAT legislation.
4.7 The Companies have duly and punctually paid all Taxation which it is or has been liable to pay or account for in the ten years prior to the date of this Agreement.
4.8 ACMA has not been a close company as defined in Section 414 ICTA or a close investment holding company as defined in Section 13A ICTA.
4.9 All consents or clearances which should be obtained in respect of any transaction to which any of the Companies has been a party have been so obtained and have been secured on the basis of accurate disclosure to the relevant Taxing Authority.
4.10 Copies of all applications for clearance made and all consents or clearances obtained since the Balance Sheet Date (btogether with all relevant particulars) Since have been provided to the Last Purchaser.
4.11 So far as the Warrantor is aware the Companies are not under an obligation to make at any time a material payment outside the ordinary course of business nor have the Companies made any such payment or incurred an obligation to make any such payment since the Balance Sheet Date which will not be deductible for the purposes of any corporate income or profit based Taxation.
4.12 All registrations, returns, computations, notices and information which are or have been required to be made or given by the Companies for any Taxation purpose have been made or given within the requisite periods and on a proper basis and none of them is the subject of any material dispute with any Tax Authority.
4.13 Each of the Companies has in its possession or power all records and information which it needs to determine its liabilities to Taxation. Back to Contents
4.14 So far as the Warrantor is aware since the Balance Sheet Date, the Company, SIC and the Branch Companies have not been involved in any transaction which has given or may give rise to a liability to Taxation 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) Companies other than Taxation corporation tax on normal trading income of the Companies (and not chargeable gains or deemed income) arising from transactions entered into in the ordinary course of business.
4.15 Nothing has been done in circumstances such that Section 30 of the TCGA (cvalue shifting) has or may or will have effect in relation to the disposal of an asset by any of the Companies.
4.16 The CompanyDisclosure Letter sets out full particulars of all claims and elections made under Sections 23, SIC and 152-162, 165, 171A, 242-244, 247, 247A or 248 of the Branch are resident TCGA insofar as they could affect the chargeable gain or allowable loss which would arise in the event of a disposal after the Balance Sheet Date by each of the Companies of any of its country of incorporation for taxation purposesassets, and indicates which assets (if any) so affected would not, on a disposal, give rise to relief under Schedule 4 of 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 regimeTCGA.
(d) All material returns4.17 None of the Companies has made a claim under Sections 24, notifications48 or 280 of the TCGA.
4.18 So far as the Warrantor is aware, computationsnone of the Companies is aware of any notice or enquiry by a Tax Authority in connection with the prices charged or received by a Company pursuant to transactions with connected or associated persons.
4.19 So far as the Warrantor is aware within the ten years before the date of this Agreement no transaction, registrations and payments required to be made for act, omission or event has occurred outside the purposes ordinary course of Taxation have been filed by the Company business (including SIC and without limitation the Branch).
(e) No material returns, notifications, computations, registrations and payments are execution or implementation of this Agreement but excluding the subject acquisition of any disputes generally business 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 company documents in respect of payments which are disclosed by the Warrantor in the Data Room) in consequence of salary or other emoluments or benefits (whether in money or money’s worth) to employees which any of the Company, SIC and the Branch of Companies is or on account of Taxation may be held liable for or to indemnify any social levy or insurance have been complied with and all amounts due to any Tax Authority person in respect of the same have been duly paid.
(l) Copies of all applications for clearance made and all consents any Taxation which is primarily or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments directly chargeable against or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity attributable to any asset, or to enforce any rightsperson other than the Companies.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 1 contract
Samples: Master Sale and Purchase Agreement (Imperial Chemical Industries PLC)
Taxation Matters. (a) 10.1 The Company, SIC Banking Company is not and the Branch have duly paid all has not at any time been treated as a resident in any other jurisdiction for any Taxation which it purpose and is or has been not liable to pay any Tax in any jurisdiction other than India. The Banking Company is not liable for any Taxation as the agent of any other person.
10.2 The Accounts for the Financial Year ended March 31, 2018 make full provision or reserve for all Indian Taxation (including deferred Indian Taxation) which is liable to be assessed on the Banking Company, or for which it may be accountable, in respect of the period ended on March 31, 2018 respectively.
10.3 All Indian Taxation of any nature whatsoever for which the Banking Company is liable or for which the Banking Company is liable to account and which has fallen due for prior payment has been duly paid (insofar as such Indian Taxation ought to have been paid).
10.4 All Indian Tax Returns, including but not limited to e-TDS returns in Form 26Q and Form 27Q for the period ended on December 31, 2018, notifications, computations and payment which should have been made or submitted by the Banking Company for an Indian Taxation purpose were properly and duly madeor submitted 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 a dispute with the Indian Taxation authorities. All Indian Taxation records required to be maintained by the Banking Company have been duly maintained and are readily accessible. All information, notices, accounts, statements, reports, computations, assessments and returns which ought to have been submitted, made or given to the date relevant Governmental Authority by the Banking Company have been properly, timely and duly so submitted, made or given, and all information, notices, accounts, statements, reports, computations, assessments and returns submitted, made or given to the relevant Governmental Authority are true and accurate and none of them is the subject of any dispute or to the best of the Banking Company and Founders’ knowledge likely to become the subject of any dispute with any such authority.
10.5 The Banking Company has duly deducted and accounted for all amounts which it has been obliged to deduct in respect of Indian Taxation and, in particular, duly deducted tax from all payments made, or treated as made, to its employees or former employees, and accounting to the Income Tax department for all Indian Tax deducted by it and for all Indian Tax chargeable on benefits provided for its employees or former employees and no such deductions have been disallowed by Indian Taxation authorities.
10.6 The Banking Company is not a party to any agreement, and has not undertaken to any Person, to pay any Indian Taxes on behalf of any Person, including any agreements not to withhold Taxation payments under applicable Law or to gross up any payments made to any Person for Indian Taxes.
10.7 The Banking Company has not incurred or is not, or has not become, liable to incur, expenditure which will not be wholly deductible in computing its taxable profits.
10.8 The execution or completion of this AgreementAgreement will not result in a profit or gain being deemed to accrue to the Banking Company for Indian Taxation purposes.
(b) Since 10.9 The Banking Company has not engaged in a transaction in respect of which there may be substituted, for the Last Balance Sheet Datepurposes of Indian Taxation, a different consideration for the Company, SIC and the Branch have actual consideration given or received by it.
10.10 The Banking Company has not been involved in subject to and is not currently subject to any transaction which interest, penalty, investigation, audit or search and/or seizure by any Indian Taxation authority with regard to any Indian Taxation or Indian Tax Returns of the Banking Company and has given not received any notice of enquiry and no deficiencies for Indian Taxation have been proposed, asserted, raised or may give rise threatened by any Indian Taxation authority against the Banking Company. No adjustment relating to any return filed by the Banking Company has been proposed formally by any Taxation authority.
10.11 The Banking Company does not have a liability to Indian Taxation on except in respect of the Company, any of SIC or the Branch (or would have given or income and profits actually received and no arrangements exist which might give rise to such a liability liability, whether as a consequence of any provision relating to transfer pricing or otherwise. There are no Encumbrances for Indian Taxes (other than for current Indian Taxes not yet due) on the assets of the Banking Company. No Indian Taxes are or will be due from the Investor or the Banking Company, on account of the issue and allotment of the Subscription Securities to the Investor.
10.12 The Banking Company has obtained in its name all the relevant registrations with Indian Taxation authorities, including but not limited to permanent account number, goods and services tax identification numbers and tax deduction account number.
10.13 All rents, interest and other amounts paid or payable by the Banking Company are wholly allowable as deductions or charges in computing the Banking Company's income for Indian Taxation purposes. No claim has been made for the availability depreciation of any reliefasset of the Banking Company for Indian Taxation purposes and no other claim has been made for a deduction, rebate or exemption of any nature, in circumstances in which, to the best of the Banking Company’s and the Founders’ knowledge, the claim is likely to be disallowed.
10.14 The amount of Indian Taxation chargeable on the Banking Company during anyof the 5 (Five) Financial Years preceding this Agreement has not been affected to any extent by any concession, arrangements, contract or other than arrangement with any Indian Taxation arising from authority (not being a concession, contract or arrangement available to companies generally). The Banking Company is not subject to a special regime in respect of Taxation in India.
10.15 The Banking Company has not been engaged in, or been a party to, any transaction or series of transactions of which the main purpose, or one of the main purposes, was the evasion of or deferral of Taxation in any taxing jurisdiction where the ordinary course Banking Company operates.
10.16 The Banking Company has not executed any waiver of businessany statute of limitations on or extending the period for the assessment or collection of any Taxation.
10.17 US Tax Representations The Banking Company represents and warrants that:
(a) no election has previously been filed in accordance with U.S. Treasury Regulations Section 301.7701-3 with regard to the U.S. tax classification of the Banking Company;
(b) the Banking Company has not been a "controlled foreign corporation" (a CFC) as defined in Section 957 of the U.S. Internal Revenue Code at any time during the preceding 12 (Twelve) months;
(c) The Company, SIC and the Branch are resident in its country of incorporation for taxation purposes, and the Banking Company is and has been at the time when submission was made validly enrolled not currently engaged in the ETVE regime and is and has been compliant with all applicable terms of such regime.a U.S. trade or business under U.S. federal income tax principles; and
(d) All material returns, notifications, computations, registrations and payments required to be made except for the purposes of Taxation have been filed non-convertible debentures issued by the Banking Company (including SIC on a private placement basis and the Branch).
(e) No material returnstraded on recognised stock exchanges in India, 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 shares 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 debt issued by the same have been duly paid.
(l) Copies of all applications for clearance made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch Banking Company are duly registered for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable listed on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rightspublic exchange.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 1 contract
Samples: Securities Subscription Agreement
Taxation Matters. (a) The CompanyAll material Tax Returns which are or have been required to be made by the Company or any Company Subsidiary (i) have been made on a timely basis, SIC taking into account permitted extensions of time; (ii) are complete and accurate in all material respects; and (iii) none of such Tax Returns are the Branch have duly paid all Taxation which it is or has been liable to pay or account for prior to the date subject of this Agreementany dispute with any Governmental Entity.
(b) Since All material Taxes assessed or imposed by any Governmental Entity which have been assessed upon the Last Balance Sheet Date, Company or any Company Subsidiary which are due and payable on or before the Company, SIC Expiration Time have been paid and were paid on or before the Branch have not been involved in any transaction which has given relevant due date for payment or may give rise will be paid before the relevant due date for payment. There are no Liens (other than Permitted Encumbrances) relating to a liability to Taxation material amount of Taxes on the Company, any of SIC the assets of the Company 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 businessCompany Subsidiaries.
(c) The Company, SIC All tax incentives and preferential tax treatment in respect of a material amount of Taxes enjoyed by the Branch are resident in its country of incorporation for taxation purposes, Company and the Company is Subsidiaries as of the date of this Agreement will not, to the Knowledge of the Company, be affected, varied, withdrawn or revoked as a result of the implementation of the Offer or the exercise of any right to compulsorily acquire all the Company Shares held by Company Shareholders who have not accepted the Offer pursuant to Section 215(1) of the Companies Act. To the Knowledge of the Company, the Company and each Company Subsidiary has been at the time when submission was made validly enrolled in the ETVE regime and is and has been compliant complied with all applicable terms of the conditions subject to which tax incentives have been granted to such regimeCompany or Company Subsidiary.
(d) All To the Knowledge of the Company, no relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, repayment or allowance or otherwise) from, against or in respect of a material returns, notifications, computations, registrations and payments required amount of Taxes has been claimed and/or given to be made for the purposes of Taxation have been filed by the Company (including SIC and the Branch)or any Company Subsidiary which could be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act or omission by such Company or Company Subsidiary.
(e) No material returns, notifications, computations, registrations single Claim for Taxes exceeding $1,000,000 has been made 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.unresolved:
(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 arising from any transaction effected 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 paid.
(l) Copies of all applications for clearance made and all consents or clearances obtained since the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch are duly registered for the purposes of IVA and has been at all times when it ought deemed to have been so registered in order to comply with relevant legislation in effected on or before the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms of any applicable IVA legislation.Expiration Time; or
(nii) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity by reference to any assetincome, profits or to enforce any rights.
(o) The amount of gains earned, accrued or received on or before the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.Expiration Time;
Appears in 1 contract
Samples: Transaction Implementation Agreement (Grindrod Shipping Holdings Ltd.)
Taxation Matters. (ai) The CompanyEach of Company and its Subsidiaries has (A) filed, SIC or timely applied for extensions of time in which to file, all required material Tax Returns and the Branch have duly all such Tax Returns are true and correct in all material respects, (B) paid all Taxation material Taxes which it owes or which it is obligated to withhold from amounts owing to any employee, creditor or has been liable to pay or account for prior to the date of this Agreement.
(b) Since the Last Balance Sheet Datethird party, 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 except with respect to Taxation.matters contested in good faith and for which adequate reserves have been provided, and (C) not waived any statute of limitation with respect to Taxes or agreed to any extension of time with respect to a tax assessment or deficiency;
(hii) The CompanyThere are no pending (or, SIC to the knowledge of the officers 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 directors of the Company, SIC and the Branchthreatened) audits, and any examinations, investigations or 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 proceedings in respect of Taxes or Tax matters;
(iii) Neither the Company nor any Subsidiary has made any payments, is not obligated to make any payments, nor is a party to any agreement that under certain circumstances could obligate it to make any payments of salary or other emoluments or benefits (whether in money or money’s worth) to employees that will not be deductible under Section 280G of the Company, SIC and Code;
(iv) No claim has ever been made in writing to the Branch of or on account of Taxation Company by a taxing authority in a jurisdiction where the Company or any social levy Subsidiary does not pay Taxes or insurance have been complied with and all amounts due file Tax Returns that the Company or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction;
(v) Neither the Company nor any Subsidiary is a party to any Tax Authority in respect of the same have been duly paid.allocation or sharing agreement; and
(lvi) Copies Neither the Company nor any Subsidiary (A) has been a member of all applications for clearance made and all consents an affiliated group filing a consolidated federal income Tax Return other than an affiliated group of which the Company is the common parent or clearances obtained since the Last Balance Sheet Date (together with all relevant particularsB) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch are duly registered has any liability for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms Taxes of any applicable IVA legislation.
person, corporation, association or business entity (nother than the Company or any Subsidiary) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on under Treas. Reg. ss.1.1502-6 (or any instruments or documents which are in the possession similar provision of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any assetstate, local, or to enforce any rightsforeign law), as a transferee or successor, by contract, or otherwise.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 1 contract
Taxation Matters. (a) 10.1 The Company, SIC Banking Company is not and the Branch have duly paid all has not at any time been treated as a resident in any other jurisdiction for any Taxation which it purpose and is or has been not liable to pay any Tax in any jurisdiction other than India. The Banking Company is not liable for any Taxation as the agent of any other person.
10.2 The Accounts for the Financial Year ended March 31, 2022 make full provision or reserve for all Indian Taxation (including deferred Indian Taxation) which is liable to be assessed on the Banking Company, or for which it may be accountable, in respect of the period ended on March 31, 2022 respectively.
10.3 All Indian Taxation of any nature whatsoever for which the Banking Company is liable or for which the Banking Company is liable to account and which has fallen due for prior payment has been duly paid (insofar as such Indian Taxation ought to have been paid).
10.4 All Indian Tax Returns, including but not limited to e-TDS returns in Form 26Q and Form 27Q for the period ended on July 31, 2022, notifications, computations and payment which should have been made or submitted by the Banking Company for an Indian Taxation purpose were properly and duly madeor submitted 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 a dispute with the Indian Taxation authorities. All Indian Taxation records required to be maintained by the Banking Company have been duly maintained and are readily accessible. All information, notices, accounts, statements, reports, computations, assessments and returns which ought to have been submitted, made or given to the date relevant Governmental Authority by the Banking Company have been properly, timely and duly so submitted, made or given, and all information, notices, accounts, statements, reports, computations, assessments and returns submitted, made or given to the relevant Governmental Authority are true and accurate and none of them is the subject of any dispute or to the best of the Banking Company and Founders’ knowledge likely to become the subject of any dispute with any such authority.
10.5 The Banking Company has duly deducted and accounted for all amounts which it has been obliged to deduct in respect of Indian Taxation and, in particular, duly deducted tax from all payments made, or treated as made, to its employees or former employees, and accounting to the Income Tax department for all Indian Tax deducted by it and for all Indian Tax chargeable on benefits provided for its employees or former employees and no such deductions have been disallowed by Indian Taxation authorities.
10.6 The Banking Company is not a party to any agreement, and has not undertaken to any Person, to pay any Indian Taxes on behalf of any Person, including any agreements not to withhold Taxation payments under applicable Law or to gross up any payments made to any Person for Indian Taxes.
10.7 The Banking Company has not incurred or is not, or has not become, liable to incur, expenditure which will not be wholly deductible in computing its taxable profits.
10.8 The execution or completion of this AgreementAgreement will not result in a profit or gain being deemed to accrue to the Banking Company for Indian Taxation purposes.
(b) Since 10.9 The Banking Company has not engaged in a transaction in respect of which there may be substituted, for the Last Balance Sheet Datepurposes of Indian Taxation, a different consideration for the Company, SIC and the Branch have actual consideration given or received by it.
10.10 The Banking Company has not been involved in subject to and is not currently subject to any transaction which interest, penalty, investigation, audit or search and/or seizure by any Indian Taxation authority with regard to any Indian Taxation or Indian Tax Returns of the Banking Company and has given not received any notice of enquiry and no deficiencies for Indian Taxation have been proposed, asserted, raised or may give rise threatened by any Indian Taxation authority against the Banking Company. No adjustment relating to any return filed by the Banking Company has been proposed formally by any Taxation authority.
10.11 The Banking Company does not have a liability to Indian Taxation on except in respect of the Company, any of SIC or the Branch (or would have given or income and profits actually received and no arrangements exist which might give rise to such a liability but for the availability liability, whether as a consequence of any relief) provision relating to transfer pricing or otherwise. There are no Encumbrances for Indian Taxes (other than Taxation arising for current Indian Taxes not yet due) on the assets of the Banking Company. No Indian Taxes are or will be due from transactions in the ordinary course Investor or the Banking Company, on account of businessthe issue and allotment of the Investor CCPS to the Investor.
(c) 10.12 The Company, SIC and the Branch are resident Banking Company has obtained in its country of incorporation name all the relevant registrations with Indian Taxation authorities, including but not limited to permanent account number, goods and services tax identification numbers and tax deduction account number.
10.13 All rents, interest and other amounts paid or payable by the Banking Company are wholly allowable as deductions or charges in computing the Banking Company's income for taxation Indian Taxation purposes, and the Company is and . No claim 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 depreciation of any asset of the Banking Company for Indian Taxation purposes and no other claim has been made for a deduction, rebate or exemption of Taxation have been filed by any nature, in circumstances in which, to the Company (including SIC best of the Banking Company’s and the Branch)Founders’ knowledge, the claim is likely to be disallowed.
10.14 The amount of Indian Taxation chargeable on the Banking Company during anyof the 5 (eFive) No material returnsFinancial Years preceding this Agreement has not been affected to any extent by any concession, notificationsarrangements, computationscontract or other arrangement with any Indian Taxation authority (not being a concession, registrations and payments are the subject of any disputes generally contract or appeal nor are yet arrangement available to be determined by or are companies generally). The Banking Company is not 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 a special regime in respect of payments Taxation in India.
10.15 The Banking Company has not been engaged in, or been a party to, any transaction or series of salary transactions of which the main purpose, or other emoluments or benefits (whether in money or money’s worth) to employees one of the Companymain purposes, SIC and was the Branch evasion of or on account deferral of Taxation or in any social levy or insurance have been complied with and all amounts due to any Tax Authority in respect of taxing jurisdiction where the same have been duly paidBanking Company operates.
(l) Copies 10.16 The Banking Company has not executed any waiver of all applications for clearance made and all consents any statute of limitations on or clearances obtained since extending the Last Balance Sheet Date (together with all relevant particulars) have been disclosed to the Purchaser.
(m) The Company, SIC and the Branch are duly registered period for the purposes of IVA and has been at all times when it ought to have been so registered in order to comply with relevant legislation in the jurisdiction where it conducts any business. The Company, SIC and the Branch have complied with and observed in all material respects the terms assessment or collection of any applicable IVA legislationTaxation.
(n) Each Conveyed Entity has paid all transfer taxes and stamp taxes payable on any instruments or documents which are in the possession of a Conveyed Entity and which are necessary to establish the title of such Conveyed Entity to any asset, or to enforce any rights.
(o) The amount of the Indirect Transfer Tax is and shall be complete and correct within 3 years from filing.
(p) Within this Section 6.23, references to “the Company, SIC and the Branch” shall include all predecessors, including persons wound up or dissolved by or into any of the company (including SIC and the Branch) or such predecessors.
Appears in 1 contract
Samples: Securities Subscription Agreement
