UK Tax Matters Sample Clauses

UK Tax Matters. The provisions of §6.12(a) and (c) shall not apply, and instead the provisions of this §6.12(g) shall apply, with respect to any withholding or deduction on account of United Kingdom Taxes imposed on amounts payable to a UK Lender with respect to any UK Loan. (i) [Reserved].

UK Tax Matters. (a) The relevant Purchaser hereby covenants with the Seller to pay to the Seller, by way of adjustment to the Purchase Price, an amount equivalent to: (i) any Tax for which the Seller or any other person falling within section 767 A (2) of the Income and Corporation Taxes Act 1988 ("the Taxes Act") becomes liable by virtue of the operation of section 767 A and 767 B of the Taxes Act in circumstances where the taxpayer company (as referred to in section 767 A (1)) is any Company or any Subsidiary; (ii) any Tax for which the Seller or any other person falling within section 767 AA (4) of the Taxes Act becomes liable by virtue of the operation of section 767 AA of the Taxes Act in circumstances where the transferred company (as referred to in section 767 AA (1) (a)) is any Company or any Subsidiary; and (iii) any other Tax for which the Seller or any other member of the VEBA Group becomes liable as a result of the failure by any Company or any Subsidiary, after the Closing Date, being primarily liable, to discharge it. (b) The covenant contained in this Section 9.11 shall: (i) extend to any reasonable costs incurred by the Seller in connection with such Tax or a claim under this Section 9.11 to the extent a recovery is made; (ii) not apply to Tax to the extent that the relevant Purchaser could claim payment in respect of it under Section 9.5, except to the extent a payment has been made pursuant to Section 9.5 and the tax to which it relates was not paid by the Company or Subsidiary concerned; and (iii) not apply to tax which has been recovered under section 767 B (2) of the Taxes Act or any other relevant statutory provision (and the Seller shall procure that no such recovery is sought to the extent that payment is made hereunder).

UK Tax Matters. (i) The Company is resident for tax purposes solely in the United Kingdom; (ii) the charge to United Kingdom corporation tax on income does not apply to dividends or other distributions in respect of shares held by the Company in its subsidiaries; and (iii) the Company has a reasonable expectation that it will not be subject to a material CFC charge under section 371BC of the Taxation (International and Other Provisions) Xxx 0000 (“TIOPA”) in any accounting period (the terms “CFC” and “accounting period” in this paragraph to be read in accordance with section 371VA TIOPA and “CFC charge” as defined at section 371AA TIOPA).

UK Tax Matters. (i) The UK Borrower shall, promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender Party shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender Party. If the Administrative Agent receives such notification from a Lender Party it shall notify the UK Borrower. (A) Subject to Section 2.17(j)(ii)(B) below, a UK Treaty Lender and the UK Borrower making a payment to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the UK Borrower to obtain authorization to make that payment without a UK Tax Deduction. (1) A UK Treaty Lender that advances UK Swingline Loans and which becomes a party to this Agreement on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name at Schedule 2.01 (Commitments); and (2) a UK Treaty Lender that advances UK Swingline Loans and which becomes a party to this Agreement after the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and jurisdiction of tax residence in the documentation which it executes on becoming a party to this Agreement as a Lender Party, and having done so, that Lender Party shall be under no obligation pursuant to Section 2.17(j)(ii)(A) above. (iii) If a Lender Party that advances UK Swingline Loans has confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 2.17(j)(ii)(B) above and: (A) the UK Borrower making a payment to that Lender Party has not made a UK Borrower DTTP Filing in respect of that Lender Party; or (B) the UK Borrower making a payment to that Lender Party has made a UK Borrower DTTP Filing in respect of that Lender Party but: (1) that UK Borrower DTTP Filing has been rejected by HM Revenue & Customs;

UK Tax Matters. For purposes of this Section 11.11, the term income tax" shall include the UK corporation tax based on income. 11.11.1 HIL shall be responsible for preparing and filing any UK income tax returns of FSW for the periods ended prior to August 22, 1997 and shall pay any UK income taxes shown on such returns. Joy shall indemnify Buyer for any increased income taxes due on these returns caused by adjustments which will not reverse in future periods (including the loss of any group relief claimed on these returns). Buyer and FSW shall be responsible for the payment of all other taxes of FSW for all periods. FSW and Buyer shall agree to any election or consent reasonably requested by Joy, in connection with the income tax returns of FSW to be filed by HIL, provided that Joy shall reimburse FSW for any increased taxes paid as a result of such election or consent. FSW and the Buyer shall cooperate in the submission of signing of any documentation in respect of the claiming or surrender of group relief or advance corporation tax ("ACT") for any period during which FSW were at any time part of the Harnischfeger Industries, Inc. group. To the extent that group relief is surrendered to FSW in accordance with this clause, the Buyer or FSW shall pay to the surrendering company promptly upon filing the tax return for such year an amount equal to the amount of tax saved as a result of losses surrendered as group relief. To the extent that ACT is surrendered to FSW in accordance with this clause, the Buyer or FSW shall pay to the surrendering company promptly upon filing the tax return for such year an amount equal to the amount of ACT surrendered. 11.11.2 Joy, FSW and Buyer shall use their best efforts to cooperate with each other, as each may reasonably request, in computing amounts, filing returns, elections or other documents or reports and responding to any governmental inquiry, examination or proceeding including, without limitation, by providing or executing tax returns, powers of attorney, consents, waivers of statutes of limitations, requests for competent authority, closing agreements or any other documents which each shall reasonably request. Each party shall bear all expenses related to requests by such party. 11.11.3 All UK tax returns of FSW for periods which end after the Closing Date shall be prepared and filed by FSW or Buyer.

UK Tax Matters. Each Lender holding a Loan to the Company and KAB Seating represents to the Borrowers and the Administrative Agent that, in the case of a Lender which is a Lender on the Closing Date and, in the case of a Lender which becomes a Lender after the Closing Date, on the date it becomes a Lender it is: (A) either: (1) not resident in the United Kingdom for United Kingdom tax purposes and is entitled to receive any payments under this Agreement without any withholding or deduction for or on account of Taxes under a double taxation agreement in force on the date when a payment falls due (subject to the completion of any necessary procedural formalities); or

UK Tax Matters. 23 2.1 The New Lender confirms, for the benefit of the Administrative Agent and without any liability to any Loan Party, that it is: (a) [a Qualifying Lender (other than a Treaty Lender);] (b) [a Treaty Lender;] (c) [not a Qualifying Lender].24 2.2 [The New Lender confirms that the person beneficially entitled to interest payable to that Lender 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; or (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 CTA) the whole of any share of interest payable in respect of that advance and falls to it by reason of Part 17 of the 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 chargeable interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]25 2.3 [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ]26, so that interest payable to it by borrowers is generally subject to the full exception from UK withholding tax, and requests that the Borrower notify: (a) each relevant Borrower which is a party as a Borrower as at the Transfer Date; and 23 The following confirmations should be included, as applicable, in respect of the assignment of a loan made to STERIS plc or any Borrower incorporated or resident for tax purposes in the United Kingdom. 24 Delete as applicable – each New Lender is required to confirm which of these three categories it falls within.

UK Tax Matters. The representations in this Section 3.14(b) are given in respect of U.K. Tax matters only. (%3) Each Sold Company or Sold Subsidiary is a qualifying company for the purposes of Schedule 46 of the U.K.’s Finance Xxx 0000 (the senior accounting officer rules) and has complied with the provisions of such Schedule 46; (%3) no Sold Company or Sold Subsidiary has, at any time, been obliged to make a notification to a relevant Taxing Authority under section 92 of the U.K.’s Finance Xxx 0000 (diverted profits tax), and nor has any Sold Company or Sold Subsidiary received a preliminary notice under section 93 of such Act; (%3) no Sold Company or Sold Subsidiary holds, nor has in the last six years held, any right to which Part 8A of the U.K.’s Corporation Tax Xxx 0000 (“CTA 2010”) (patent box) applies (including an exclusive license within the meaning of section 357BA of CTA 2010); (%3) Section 3.14(b)(iv) of the Disclosure Letter contains full particulars of all arrangements relating to relief under Part 5 and Part 5A of CTA 2010 (group relief) or section 171A of the U.K.’s Taxation of Chargeable Gains Xxx 0000 to which any Sold Company or Sold Subsidiary is or has in the last six years been a party and (A) all claims by any Sold Company or Sold Subsidiary for such relief in the last six years were valid when made and are now valid and have been or will be allowed by way of relief from corporation tax, (B) no Sold Company or Sold Subsidiary has in the last six years made nor is it liable to make any payment for group relief or group-relief for carried-forward losses otherwise than in consideration for the surrender of such relief allowable to such Sold Company or Sold Subsidiary by way of relief from corporation tax, (C) no Sold Company or Sold Subsidiary in the last six years has been party to a surrender of a tax refund under Part 00, Xxxxxxx 0 xx XXX 0000, (X) each Sold Company or Sold Subsidiary has received all payments due to it under any arrangement or agreement for the surrender of group relief or group relief for carried-forward losses by it for all periods prior to the Closing Date, (E) no such payment exceeds or could exceed the amount permitted by sections 183 or section 188FA of CTA 2010, as the case may be, and (F) there are not, and have not existed, for any period of account in respect of which a surrender has been made or purports to have been made any arrangements such as are specified in sections 154 to 156 of CTA 2010, or option arrangements su...

UK Tax Matters. (i) The U.K. Borrower shall, promptly upon becoming aware that it must make a U.K. Tax Deduction (or that there is any change in the rate or the basis of a U.K. Tax Deduction), notify the Administrative Agent accordingly. Similarly, a Lender Party shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender Party. If the Administrative Agent receives such notification from a Lender Party, it shall notify the U.K. Borrower. (ii) (A) Subject to Section 2.17(j)(ii)(B) below, a U.K. Treaty Lender and the U.K. Borrower making a payment to which that U.K. Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the U.K. Borrower to obtain authorization to make that payment without a U.K. Tax Deduction.

UK Tax Matters. The Tax Deed shall have effect from and after the Closing.