Common use of Taxation Matters Clause in Contracts

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 All returns, computations and payments which should be, or should have been, made by the Company or MAM USA for any Taxation purpose have been made within the requisite periods and are up-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 Each of the Company and MAM USA has duly deducted and accounted for all amounts which it has been obliged to deduct in respect of Taxation and, in particular, the Company 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 Neither the Company is notnor MAM USA will, 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 Neither the Company nor MAM USA 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 or MAM USA for Taxation purposes. 4.7 The Neither the Company nor MAM USA 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 the Company or MAM USA 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 Except as disclosed to the Purchaser in the attached Disclosure Letter, the Last Accounts make full provision or reserve for all Taxation (including deferred Taxation) which is liable to be or could be assessed on the Company and/or each of the Subsidiaries, or for which it may be accountable, in respect of the period ended on the Last Accounts Date. 4.2 All returns, computations computations, withholdings and payments which should be, or should have been, made by the Company and each Subsidiary 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 relevant Taxation authorities. 4.2 4.3 The Company has and each of the Subsidiaries have duly deducted and accounted for all amounts which it has been obliged to deduct in respect of Taxation and, in particular, has have properly operated the PAYE system, by deducting taxdeducted tax and social security premiums, as required by law, from all payments made, or treated as made, to its employees employees, officials or former employees, and accounted to the Inland Revenue relevant Taxation authorities for all tax and social security premiums so deducted and for all tax and social security premiums chargeable on benefits provided for its employees or former employees, including but not limited to any payments made under any management agreement or similar understanding. 4.3 The 4.4 Except as disclosed in the Disclosure Letter, the Company is and the Subsidiaries are 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.