UK Group Relief Sample Clauses

UK Group Relief. Notwithstanding any agreement, arrangement or understanding to the contrary, the MS Group shall not provide UK group relief to any member of the MSCI Group for any taxable period ending after the date of this Agreement and shall not be obligated to provide UK group relief to any member of the MSCI Group for any preceding taxable period.
UK Group Relief. (i) TFMC shall be responsible for determining the amounts for purposes of UK Group Relief available to be surrendered in accordance with and subject to applicable Law (A) by any member of the TFMC Group to any member of the TEN Group, or (B) by any member of the TEN Group to any member of the TFMC Group, as the case may be (save in respect of any UK Group Relief arrangements for any Pre-Distribution Period intended to be effective and notified between the Parties before the date of this Agreement, after taking account of any other UK Tax Relief available for use within (including between members of) the TFMC Group and within (including between members of) the TEN Group which shall be available for use in priority to surrenders available under clauses (A) and (B) of this Section 2.6(a)(i)). (ii) Subject to both Parties agreeing to and consenting to such surrenders, the Parties shall make, or shall cause to be made, such elections and shall take such other actions that are necessary or appropriate to give effect to the surrender of any amounts referred to in Section 2.6(a)(i)(A) and (B), and to ensure that such surrenders are allowed in full by HM Revenue & Customs. For the avoidance of doubt, the Parties shall be treated as agreeing and consenting to any surrenders arising in respect of any UK Group Relief arrangements for any Pre-Distribution Period notified between the Parties before the date of this Agreement. (iii) Unless otherwise agreed between the Parties, in consideration of such surrenders as are referred to in Section 2.6(a)(i)(A), TEN shall procure that the relevant member of the TEN Group shall pay to the relevant member of the TFMC Group such amount of UK corporation Tax as is saved by the relevant member of the TEN Group (including where UK corporation Tax previously paid has been refunded) as a result of the relevant surrender, such amount to be paid no later than the time which such UK corporation Tax saved would otherwise have been paid to a Tax Authority. (iv) Unless otherwise agreed between the Parties, in consideration of such surrenders as are referred to in Section 2.6(a)(i)(B), TFMC shall procure that the relevant member of the TFMC Group shall pay to the relevant member of the TEN Group such amount of UK corporation Tax as is saved by the relevant member of the TFMC Group (including where UK corporation Tax previously paid has been refunded) as a result of the relevant surrender, such amount to be paid no later than the time which su...
UK Group Relief. (a) Aptiv shall determine the amounts for purposes of UK Group Relief available to be surrendered (i) by any member of the Aptiv Group to any member of the Delphi Technologies Group, or (ii) by any member of the Delphi Technologies Group to any member of the Aptiv Group, as the case may be. (b) The Parties shall make, or shall cause to be made, such elections and shall take such other actions that are necessary or appropriate to give effect to the surrender of any amounts referred to in Section 3.07(a) to the extent permitted under applicable Law, and to ensure that such surrenders are allowed in full by HM Revenue & Customs. (c) In consideration of such surrenders as are referred to in Section 3.07(a)(i), Delphi Technologies shall procure that the relevant member of the Delphi Technologies Group shall pay to the relevant member of the Aptiv Group such amount of UK corporation Tax as is saved by the relevant member of the Delphi Technologies Group (including where UK corporation Tax previously paid has been refunded) as a result of the relevant surrender, such amount to be paid no later than the time which such UK corporation Tax saved would otherwise have been paid to a Tax Authority. (d) In consideration of such surrenders as are referred to in Section 3.07(a)(ii), Aptiv shall procure that the relevant member of the Aptiv Group shall pay to the relevant member of the Delphi Technologies Group such amount of UK corporation Tax as is saved by the relevant member of the Aptiv Group (including where UK corporation Tax previously paid has been refunded) as a result of the relevant surrender, such amount to be paid no later than the time which such UK corporation Tax saved would otherwise have been paid to a Tax Authority.
UK Group Relief. (a) The provisions of Sections 3.01 to 3.05 are subject to the provisions of this Section 3.06. (b) References in this Section 3.06 to:
UK Group Relief. Any taxable losses of Xxxxxxxxx-Xxxx Investments Limited and Xxxxxxxxx-Xxxx Security Technologies Limited which have accrued through such time as both companies are no longer members of the UK group (for group relief purposes) shall be available for surrender and use in respect of Tax Returns of IR Subsidiaries (without payment of compensation by IR in respect thereof) for the corresponding accounting periods, as directed by IR. In accordance with the provisions of Section 3.2, Allegion shall provide to IR copies of all UK Tax Returns for any taxable period ending on or including the Distribution Date for IR’s review and approval (including to confirm whether any group relief may be surrendered/claimed in the corresponding accounting periods).
UK Group ReliefBuyer shall procure that the UK Targets accept or make (so far as legally possible) such surrenders of Group Relief (other than any Buyer’s Relief) as the Company shall require with respect to periods or part periods ending at the Closing, in each case for no consideration, except to the extent that such action would give rise to any Liability to which Section 6.05(a) would apply.
UK Group Relief. (i) The US Purchaser will cause the UK Company and Rushes (so far as legally possible) to make, give or enter into such claims, elections, surrenders, notices or consents (including amendments to or withdrawals of earlier claims, elections, surrenders, notices or consents, whether or not made before or after Closing) as AMC directs in connection with UK Group Relief which are necessary to give effect to the provisions of Section 7.1(k) above, and subject always to the limitations set out therein. No payment will be made in respect of UK Group Relief in relation to any such matters. (ii) The US Purchaser will cause the UK Company (so far as legally possible), in respect of any time or period falling after 31 December 2009 (which, for the purposes of this Section 7.1(q), includes any overlapping period for the purposes of UK Group Relief), to make, give or enter into such claims, elections, surrenders, notices or consents (including amendments to or withdrawals of earlier claims, elections, surrenders, notices or consents, whether or not made before or after Closing) as AMC directs in connection with any surrender of UK Group Relief to any member of the Retained Group by the UK Company, provided that nothing in this Section 7.1(q)(ii) shall on its own, or in conjunction with the provisions of Section 7.1(k) above, (i) give rise to, or increase, a Pre-Closing Tax Liability of the UK Company that would not otherwise have arisen or been increased (as applicable); (ii) reduce the trading losses available to be carried forward by the UK Company and Rushes at the Closing Date to less than £4 million in aggregate (and in respect of the Tax period current at the Closing Date calculated on a time apportioned basis as if a Tax period of the relevant company had ended on the Closing Date); (iii) reduce the Deferred Depreciation available to the UK Company and Rushes to less than £10 million in aggregate at the Closing Date (and in respect of the Tax period current at the Closing Date calculated on a time apportioned basis as if a Tax period of the relevant company had ended on the Closing Date); or (iv) increase the Post-Closing Tax Liability of the UK Company where such Post-Closing Tax Liability would not otherwise have been increased, other than as a result of a reduction in the availability of carried forward trading losses and Deferred Depreciation to the minimum aggregate amounts stated in (ii) and (iii) above. The effect of the execution of this Agreement, Closi...

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  • Group Benefits To determine if a leave under the provisions of the Family and Medical Leave Act will be a paid or unpaid leave, contact the District’s Human Resources Department.

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