UK Tax Sample Clauses
UK Tax. (a) Unless a contrary indication appears, in this Section 2.17A a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
(b) A Borrower shall make all payments to be made by it under a Loan Document without any Tax Deduction, unless a Tax Deduction is required by law.
(c) A Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the relevant Borrower.
(d) If a Tax Deduction is required by law to be made by a Borrower under any Loan Document, the amount of the payment due from a Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(e) A Borrower is not required to make an increased payment to a Lender under clause (d) above for a Tax Deduction in respect of tax imposed by the United Kingdom from a payment of interest on a Loan, if on the date on which the payment falls due:
(i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or any published practice or concession of any relevant taxing authority; or
(ii) the relevant Lender is a Qualifying Lender solely under sub-paragraph (i)(b) of the definition of Qualifying Lender and:
(A) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to that payment and that Lender has received from a Borrower a certified copy of that Direction; and
(B) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or
(iii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:
(A) the relevant Lender has not given a Tax Confirmation to the Company; and
(B) the payment could have b...
UK Tax. Unless a contrary indication appears, in this Section 2.17A a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
UK Tax. For the avoidance of doubt, nothing in this Section 2.17 shall apply in relation to UK Tax, to which the provisions of Section 2.18 shall apply.
UK Tax. (a) Definitions:
UK Tax. Part 3 of Annex A-1 (“Representations and Warranties of the Buyer in relation to UK Tax Matters”) shall apply in respect of the UK Business and shall have effect as if set out in this Section 4.6.
UK Tax. (A) The Assignee confirms that it is:
(a) [a UK Qualifying Lender (other than a UK Treaty Lender);]
(b) [a UK Treaty Lender;]
(c) [not a UK Qualifying Lender.]] [(B) The Assignee confirms that the person beneficially entitled to interest payable to such Assignee in respect of an advance under a Loan Document is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; (b) a partnership each member of which is (i) a company so resident in the United Kingdom, (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK CTA, or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the UK CTA) of that company.] [(C) The Assignee confirms that it holds a passport under the HM Revenue & Customs DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ].]
UK Tax. 9.1 The UK Seller shall indemnify each Purchaser and the Company in respect of any amount payable by any of them in respect of a Tax liability of the Company (other than any liability to stamp duty or stamp duty land tax and for the avoidance of doubt the Purchasers shall be responsible for any stamp duty land tax cost arising as a result of the Hive Down) arising as a result of the Company ceasing to be a member of the same group as the UK Seller for UK Tax purposes as a result of the sale of the Shares pursuant to this Agreement (excluding for the avoidance of doubt an amount equal to any such Tax Liability which is taken into account or otherwise provided for in the Completion Working Capital Statement). The UK Seller may, but shall not be obliged to, subject to Clause 9.2 below, determine that any available election for such liability to be transferred to it or to another member of its group should be made and, if the UK Seller so determines, SPI shall take or shall procure that the Company takes any steps reasonably requested by the UK Seller, including joining in any relevant election, in connection with the transfer of such liability. No liability shall arise for the UK Seller under this Clause 9.1 to the extent that the relevant liability is sheltered by the use of pre-Completion reliefs (which include, for the avoidance of doubt, reliefs transferred to the Company as a result of the Hive Down, to the extent that the Company is able to make use of such reliefs, having used reasonable endeavours to do so) such reliefs to be deemed for the purposes of this Clause to be used in priority to any other reliefs available to the Company to shelter such tax to reduce or eliminate such Tax liability.
9.2 Without prejudice to the indemnity in Clause 9.1 above:
9.2.1 the UK Seller undertakes to enter into (or procure the entry into by another member of its group of) a joint election with the Company pursuant to section 792 CTA 2009 (an “Election”) to elect that the part of any chargeable realisation gain arising under section 780 CTA 2009 as a result of Completion, which exceeds the amount of the tax trading losses transferred to the Company as a result of the Hive Down (the “Residual Degrouping Charge”), arises in the UK Seller or another member of the UK Seller’s group;
9.2.2 the UK Seller will deliver to SPI on Completion an Election in agreed form (the “Initial Election”) executed by the UK Seller;
9.2.3 in the event that, following Completion, either part...
UK Tax. 1) We do not apply VAT to the rental fee charged to the Guest. Our commission is applied to the achieved rental and it is up to you to deal with any VAT contributions due to HMRC if you are VAT registered.
2) If you are considered a non UK resident for tax purposes then it is your responsibility to contact HMRC to disclose that you are receiving rental income from Gael Holiday Homes, acting as your agent, and to request exemption to receive rental income without tax deducted as per the Non-Residents Landlords Scheme. We will be unable to make any payments to you until we receive an exemption letter from HMRC if you are a non UK resident.
UK Tax. 17 17 If the Assignee is lending to a UK Borrower, include relevant statements as set out below. [(A) The Assignee confirms that it is:
(a) [a UK Qualifying Lender (other than a UK Treaty Lender);]
(b) [a UK Treaty Lender;]
(c) [not a UK Qualifying Lender.]]18 [(B) The Assignee confirms that the person beneficially entitled to interest payable to such Assignee in respect of an advance under a Loan Document is either: (a) a company resident in the United Kingdom for United Kingdom tax purposes; (b) a partnership each member of which is (i) a company so resident in the United Kingdom, (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK CTA, or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the UK CTA) of that company.]19 [(C) The Assignee confirms that it holds a passport under the HM Revenue & Customs DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ].]20
UK Tax