Capital Allowances. 4.1 If any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on disposal of any other of these assets) or any asset not in such a pool, of the Company or any Subsidiary were disposed of at Completion for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (if such asset were acquired since the Accounts Date), no balancing charge under Capital ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (CAA 2001) (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that Subsidiary. 4.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into account, by the Company or any Subsidiary under CAA 2001 (or any other legislation relating to capital allowances) or similar legislation relating to relief for similar capital expenditure in jurisdictions outside the UK. 4.3 The Disclosure Letter contains details of: (a) all expenditure incurred since the Accounts Date in respect of which allowances can be claimed under Parts 2 and 3 of CAA 2001; (b) all capital allowances to which the Company is entitled under Chapter 14 of Part 2 of CAA 2001; (c) any claim for first-year tax credits within the meaning of Schedule 1A of CAA 2001 or for business renovation allowances under Part 3A of CAA 2001; and (d) all expenditure incurred on the provision of or replacement of integral features within the meaning of section 33A of CAA 2001. 4.4 The Company has not and no Subsidiary has made any claim for capital allowances in respect of any asset which is leased to or from or hired to or from the Company or a Subsidiary and no election affecting the Company or any Subsidiary has been made or agreed to be made under Sections 177 or 183 CAA 2001 in respect of any such assets.
Appears in 1 contract
Capital Allowances. 4.1 3.1 If any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on disposal of any other of these assets) or any asset not in such a pool, of the Company or any Subsidiary were disposed of at Completion the date of this agreement for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (if such asset were acquired since the Accounts Date), no balancing charge under Capital ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (CAA 2001) 2001 (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that SubsidiaryCompany.
4.2 3.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into accountaccount by, by the Company or any Subsidiary under CAA 2001 (or any other legislation relating to capital allowances) or similar legislation relating to relief for similar capital expenditure in jurisdictions outside the UK.
4.3 The Disclosure Letter contains details of:
(a) all expenditure incurred since the Accounts Date in respect of which allowances can be claimed under Parts 2 and 3 of CAA 2001;
(b) all capital allowances to which the Company is entitled under Chapter 14 of Part 2 of CAA 2001;
(c) any claim for first-year tax credits within the meaning of Schedule 1A of CAA 2001 or for business renovation allowances under Part 3A of CAA 2001; and
(d) all expenditure incurred on the provision of or replacement of integral features within the meaning of section 33A of CAA 2001.
4.4 3.3 All expenditure which the Company has incurred (or may incur) under any subsisting commitment for the provision of plant or machinery has qualified, or will qualify (if not deductible as a trading expense of the Company), for allowances at the applicable rate under CAA 2001.
3.4 The Company has not and no Subsidiary has made any claim for capital allowances in respect of any asset which is leased to or from from, or hired to or from from, the Company.
3.5 The Company has not claimed any research and development tax relief or tax credit nor any first- year tax credits (within the meaning of section 262A of, and Schedule A1 to, CAA 2001).
3.6 The Company is not a Subsidiary and no election affecting the Company or any Subsidiary has been made or agreed lessee under a lease to be made under Sections 177 or 183 which Chapter 17 of Part 2 of CAA 2001 applies or could apply.
3.7 The Company is not a party to any transactions to which Part 11A of ITA 2007 or section 37A of TCGA 1992 applies or could apply.
3.8 The Company has not made any election under section 83 of CAA 2001, nor is it taken to have made such an election under section 89(4) of CAA 2001.
3.9 The Company has not incurred any long-life asset expenditure within the meaning of section 90 of CAA 2001.
3.10 None of the assets of the Company, expenditure on which qualified for a capital allowance under Part 3 of CAA 2001, were at any time before April 2011 used otherwise than as an industrial building or structure.
3.11 The Company has not incurred any expenditure which qualifies for allowances under Part 3A of CAA 2001 (business premises renovation allowance).
3.12 The Disclosure Letter gives full details of all expenditure incurred on the provision of or replacement of integral features (within the meaning of section 33A of CAA 2001).
3.13 The Company has not made any claim for capital allowances in respect of any such assetsasset to which Chapter 6 of Part 2 of CAA 2001 applies or could apply.
3.14 All plant, machinery and other equipment owned or used by the Company meets the qualifying conditions for a claim for capital allowances or super deduction.
Appears in 1 contract
Sources: Share Purchase Agreement (Interlink Electronics Inc)
Capital Allowances. 4.1 If any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on disposal of any other of these assets) or any asset not in such a pool, of the Company or any Subsidiary were disposed of at Completion for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (if such asset were acquired since the Accounts Date), no balancing charge under Capital ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (CAA 2001) (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that Subsidiary.
4.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into account, by the Company or any Subsidiary under CAA 2001 (or any other legislation relating to capital allowances) or similar legislation relating to relief for similar capital expenditure in jurisdictions outside the UK.
4.3 The Disclosure Letter contains details of:
(a) all expenditure incurred since the Accounts Date in respect of which allowances can be claimed under Parts 2 and 3 of CAA 2001;
(b) all capital allowances to which the Company is entitled under Chapter 14 of Part 2 of CAA 2001;
(c) any claim for first-year tax credits within the meaning of Schedule 1A of CAA 2001 or for business renovation allowances under Part 3A of CAA 2001; and
(d) all expenditure incurred on the provision of or replacement of integral features within the meaning of section 33A of CAA 2001.
4.4 The Company has not and no Subsidiary has made any claim for capital allowances in respect of any asset which is leased to or from or hired to or from the Company or a Subsidiary and no election affecting the Company or any Subsidiary has been made or agreed to be made under Sections 177 or 183 CAA 2001 in respect of any such assets.. 77
Appears in 1 contract
Sources: Share Purchase Agreement
Capital Allowances. 4.1 If any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on disposal of any other of these assets) or any asset not in such a pool, of the Company or any Subsidiary were disposed of at Completion for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (if such asset were acquired since the Accounts Date), no balancing charge under Capital ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (CAA 2001) 2001 (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that Subsidiary.
4.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into accountaccount by, by the Company or any Subsidiary under CAA 2001 (or any other legislation relating to any capital allowances) or similar legislation relating to relief for similar capital expenditure in jurisdictions outside of the UK.
4.3 The Disclosure Letter contains details of:
(a) all All expenditure incurred since the Accounts Date in respect of which allowances can be claimed under Parts 2 and 3 of CAA 2001;
(b) all capital allowances to which the Company is entitled and Subsidiaries have incurred under Chapter 14 any subsisting commitment for the provision of Part 2 plant or machinery has qualified, or will qualify (if not deductible as a trading expense of the Company or Subsidiary), for allowances at the applicable rate under CAA 2001;
(c) . Neither the Company nor any claim for Subsidiary has claimed any research and development tax relief or tax credit nor any first-year tax credits within the meaning of Schedule 1A of CAA 2001 or for business renovation allowances under Part 3A of CAA 2001; and
(d) all expenditure incurred on the provision of or replacement of integral features within the meaning of section 33A of 262A of, and Schedule 1A to, CAA 2001).
4.4 The Neither the Company has not and no nor any Subsidiary has made any claim for capital allowances in respect of any asset which is leased to or from from, or hired to or from from, the Company or a Subsidiary and no any Subsidiary. No election affecting the Company or any Subsidiary has been made made, or agreed to be made made, under Sections sections 177 or 183 of CAA 2001 in respect of any such assets.
4.5 Neither the Company nor any Subsidiary is a lessee under a lease to which Chapter 17 of Part 2 of CAA 2001 apply or could apply.
4.6 Neither the Company nor any Subsidiary is a party to any transactions to which paragraphs 2-5 and 7 of Schedule 3 to TIOPA 2010 apply or could apply.
4.7 Neither the Company nor any Subsidiary has made any election under section 83 of CAA 2001, nor is it taken to have made such an election under section 89(4) of CAA 2001.
4.8 Neither the Company nor any Subsidiary has incurred any long-life asset expenditure within the meaning of section 90 of CAA 2001.
4.9 None of the assets of the Company or any Subsidiary, expenditure on which has qualified for a capital allowance under Part 3 of CAA 2001, has at any time been used otherwise than as an industrial building or structure.
4.10 Neither the Company nor any Subsidiary has incurred any expenditure which qualifies for allowances under Part 3A of CAA 2001 (business premises renovation allowance).
4.11 Since the Accounts Date neither the Company nor any Subsidiary has incurred any expenditure incurred on the provision of or replacement of integral features (within the meaning of section 33A of CAA 2001).
Appears in 1 contract
Sources: Share Purchase Agreement (Bright Horizons Family Solutions Inc.)
Capital Allowances. 4.1 If any pool of assets (that is, all those assets whose expenditure would be taken into account in computing whether a balancing charge would arise on disposal of any other of these assetsa) or any asset not in such a pool, of the Company or any Subsidiary were disposed of at Completion for its book value as shown in, or adopted for the purpose of, the Accounts, or for the value of consideration actually given for it on its acquisition (if such asset were acquired since the Accounts Date), no balancing charge under Capital ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (CAA 2001) (or any other legislation relating to capital allowances) or similar clawback of relief in jurisdictions outside the UK would be made on the Company or that Subsidiary.
4.2 No event has occurred since the Accounts Date (otherwise than in the ordinary course of business) whereby any balancing charge may fall to be made against, or any disposal value may fall to be brought into account, account by any Group Company under the Company or any Subsidiary under CAA 2001 (or any other legislation relating to any capital allowances).
(b) or similar legislation relating to relief for similar All capital expenditure (including expenditure on research and development) incurred by any Group Company on or before the Accounts Date and in jurisdictions outside the UK.
4.3 The Disclosure Letter contains details of:
(a) respect of which claims for capital allowances have or will be made, has qualified and will continue to qualify as qualifying expenditure for capital allowances purposes and all capital expenditure incurred since the Accounts Date in respect of which allowances can or to be claimed incurred under Parts 2 and 3 of CAA 2001;
(b) all a contract made before Completion Date by any Group Company is qualifying expenditure for capital allowances to which the Company is entitled under Chapter 14 of Part 2 of CAA 2001;purposes.
(c) any claim for first-year tax credits within the meaning of Schedule 1A of CAA 2001 or for business renovation allowances under Part 3A of CAA 2001; and
(d) all expenditure incurred on the provision of or replacement of integral features within the meaning of section 33A of CAA 2001.
4.4 The No Group Company has not and no Subsidiary has made any claim for capital allowances in respect of any asset which is leased to or from or hired to or from the that Group Company or a Subsidiary and no election affecting the any Group Company or any Subsidiary has been made or agreed to be made under Sections section 177 (Equipment lessor) or section 183 (Incoming lessee where lessor entitled to allowances) of the CAA 2001 in respect of any such asset.
(d) No Group Company has been a lessee under a lease to which the provisions of Schedule 12 (Finance leases and loans) to the Finance ▇▇▇ ▇▇▇▇ apply or could apply.
(e) No Group Company owns or leases a long life asset (as defined by section 91 of the CAA 2001) in respect of which any claim for capital allowances would be subject to the provisions of section 92 (Long-life asset expenditure) or section 101 to 104 (Rules applying to long-life asset expenditure) of the CAA 2001.
(f) No asset, expenditure on which any Group Company has qualified for a capital allowance under Part 3 (Industrial building allowances) of the CAA 2001, has at any time since that expenditure was incurred been used otherwise than as an industrial building or structure for the purposes of that Part.
(g) No Group Company has claimed any research and development tax relief or research and development tax credit under the Finance ▇▇▇ ▇▇▇▇ or the Finance ▇▇▇ ▇▇▇▇ or Part 13 of the CTA 2009 (or any other legislation relating to reliefs or credits for research and development).
(h) No Group Company has made any election under section 83 (Short-life assets) of the CAA 2001 nor is taken to have made such an election under section 89(4) (Disposal to connected person) of the CAA 2001.
(i) No Group Company has incurred any expenditure which qualifies for allowances under Part 3A (Business premises renovation allowance) of the CAA 2001.
Appears in 1 contract