UK Tax Election Sample Clauses

UK Tax Election. If, within the two year period starting on the last day of the accounting period of Xxxxxx Limited current at the Relevant Closing Date, HMRC determines that the SSE is not available for Xxxxxx Limited (or any other member of its group) in relation to the disposal of UK Newco, Sapphire (or the relevant member of its group) may at its discretion request that UK Newco shall promptly make a joint election with an Affiliate of Sapphire pursuant to section 792 of the United Kingdom Corporation Tax Act 2009 (“CTA09”) to reallocate the whole or part of any income deemed to arise on the deemed realization and reacquisition of any intangible assets of UK Newco falling to be taxed under Part 8 CTA09, in connection with the transfer of such intangible assets by Xxxxxx Limited to UK Newco pursuant to the Restructuring such that such income is treated as arising to the relevant Affiliate of Sapphire rather than UK Newco (the “UK Tax Election”). The making of such a UK Tax Election does not prevent or restrict in any way Xxxxxx Limited from legally challenging the HMRC determination and Buyer will cooperate in good faith to assist Xxxxxx Limited in any such challenge.
Sample 1Sample 2
AutoNDA by SimpleDocs
UK Tax Election. The issuance of the Shares shall be conditional upon the Employee signing and returning to the Company a restricted securities election under Section 431 of the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 in the form attached to this Agreement as Exhibit A (the purpose of this election being to advance any income tax and national insurance contributions charges arising in respect of the lapse of the resale restrictions on the Shares to the time of issuance of the Shares).
Sample 1
UK Tax Election. If, within the two year period starting on the last day of the accounting period of Xxxxxx Limited current at the Relevant Closing Date, HMRC determines that the SSE is not available for Xxxxxx Limited (or any other member of its group) in relation to the disposal of Jewel UK Newco, Sapphire (or the relevant member of its group) may at its discretion request that Jewel UK Newco shall promptly make a joint election with an Affiliate of Sapphire pursuant to section 792 of the United Kingdom Corporation Tax Act 2009 (“CTA09”) to reallocate the whole or part of any income deemed to arise on the deemed realization and reacquisition of any intangible assets of Jewel UK Newco falling to be taxed under Part 8 CTA09, in connection with the transfer of such intangible assets by Xxxxxx Limited to Jewel UK Newco pursuant to the Restructuring such that such income is treated as arising to the relevant Affiliate of Sapphire rather than Jewel UK Newco (the “UK Tax Election”). The making of such a UK Tax Election does not prevent or restrict in any way Xxxxxx Limited from legally challenging the HMRC determination and Buyer will cooperate in good faith to assist Xxxxxx Limited in any such challenge.
Sample 1

Related to UK Tax Election

  • DAC Tax Election The Ceding Company and the Reinsurer make an election pursuant to Treasury Regulation Section 1.848-2 (g) (8) of the Income Tax Regulations issued December, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended, and agree to the terms stipulated in Schedule G – DAC Tax Schedule.

  • Tax Election This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!