Common use of Capital Allowances Clause in Contracts

Capital Allowances. (a) The Seller undertakes to procure that each relevant Business Seller (at the Purchaser’s cost): (i) reasonably cooperates with the relevant Business Purchasers; and (ii) provides such information and assistance as the relevant Business Purchasers may reasonably request, in each case to assist the relevant Business Purchasers in claiming capital allowances in respect of the assets comprising the Group Businesses and in giving effect to the CAA Elections (as defined in Clause 2.11(b) below). (b) The Seller and the Purchaser agree that, for the purposes of the Capital ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the parts of the Purchase Price attributable (respectively) to: (i) fixtures in the Properties situated in the United Kingdom expenditure on which is not "special rate expenditure" within section 104A of the Capital Allowances Act 2001 (Non-Integral Fixtures) shall be fair market value; and (ii) fixtures in the Properties situated in the United Kingdom expenditure on which is "special rate expenditure" within section 104A of the Capital Allowances Act 2001 (Special Rate Fixtures) shall be fair market value in each case subject to any maximum amount determined under applicable law, and with the fair market values of the assets in question being determined in accordance with the Appraisal (as defined in Schedule 14) (the Agreed Apportionments). (c) Each of the relevant Business Sellers and each of the relevant Business Purchasers shall, on Completion, enter into elections under section 198 of the Capital Allowances ▇▇▇ ▇▇▇▇, such elections specifying: (i) the aggregate amount fixed in respect of Non-Integral Fixtures; and (ii) the aggregate amount fixed in respect of Special Rate Fixtures, in each case in relation to the Properties situated in the United Kingdom, with such aggregate amounts corresponding to the respective Agreed Apportionments and apportioned between each relevant Business Purchaser and each relevant Business Seller in the same relevant proportions as the part of the Purchase Price attributable to the Group Businesses is allocated in accordance with the Purchase Price Allocation Agreement (the "CAA Elections") (with each party to retain a duly signed version of each relevant election at Completion). (d) The Seller shall procure that each of the relevant Business Sellers shall, and the Purchaser shall procure that each of the relevant Business Purchasers shall submit their respective CAA Elections to HM Revenue & Customs within the time limit prescribed by law and take all reasonable steps to procure that the respective Agreed Apportionments are accepted by HM Revenue & Customs.

Capital Allowances. (a) 24.1 The Seller undertakes and the Buyer agree that the Seller shall be entitled to procure claim capital allowances for any period up to the date of Actual Completion. The Seller and the Buyer agree that each relevant Business Seller (at the Purchaser’s cost): Date of Actual Completion they shall jointly make an election pursuant to Section 198 Capital Allowances Act 2001 (i"CAA") reasonably cooperates that the proportion of the Purchase Price which shall be treated as expenditure incurred by the Buyer on the provision of any qualifying fixtures and fittings (for the purposes of CAA) shall be fixed in an amount of Pound Sterling500,000 (five hundred thousand pounds) ("the Amount") and that they shall give notice of such election in the form or substantially in the form set out as annexed hereto at the Sixth Schedule to this Agreement and thereupon the Seller shall (with the authority of the Buyer which is hereby given by the Buyer) submit such notice to the Seller's Inspector of Taxes. 24.2 The parties agree that in making the election referred to in the provisions noted above they shall comply with all the requirements of Section 201 CAA and other requirements of legislation and Inland Revenue practice from time to time in force and shall comply with all relevant Business Purchasers; andtime limits. In particular without prejudice to the generality of the foregoing the Seller and the Buyer should each provide a notice of election to the Inland Revenue as in the form required by Sections 198 and 201 CAA in the agreed form and shall ensure that a copy of the notice shall accompany its return for its "relevant period" for the purposes of Section 201(4) CAA. (ii) provides such information and assistance as the relevant Business Purchasers may reasonably request, in each case to assist the relevant Business Purchasers in claiming 24.3 The Buyer agrees that it shall not under any circumstances claim capital allowances in respect of the assets comprising the Group Businesses expenditure incurred by it on any fixtures and in giving effect to the CAA Elections fittings (as defined in Clause 2.11(b) below). (b) The Seller which are qualifying fixtures and the Purchaser agree that, fittings for the purposes of the Capital ▇▇▇CAA) which are comprised in the Property except in respect of an amount which does not exceed the Amount (as defined above). SCHEDULE 1 (COVENANTS AND AGREEMENTS BY THE SURETY) 1. The Surety hereby agrees with the Seller that:- 1.1 The Buyer or such group company (as referred to in Clause 11.1) or the Surety shall duly perform and observe all of the terms of this Agreement 1.2 The Surety is jointly and severally liable with the Buyer for the fulfilment of all the obligations of the Buyer under the terms of this Agreement and agrees that the Seller in enforcement of its rights under this Agreement may proceed against the Surety as if the Surety was named as the Buyer and the Buyer had validly signed and entered into this Agreement. SCHEDULE 2 Agreed Form Statutory Declaration SCHEDULE 3 COLLATERAL WARRANTIES The Following documents: 1. Letter of Appointment dated 24th June 1996 and made between the Second Seller (then known as Micro Focus Limited) (1) and Architectural Partnership Plc (2) 2. Letter of Appointment dated 26th March 1996 and made between the Second Seller (then known as Micro Focus Limited (1) and St ▇▇▇▇▇▇▇ ▇▇▇ (2) 3. Letter of Appointment dated 26th July 1995 and made between the Second Seller (then known as Micro Focus Limited) (1) and Price and ▇▇▇▇, ▇▇ (2) 4. Letter of Appointment dated 11th July 1995 and made between the parts of the Purchase Price attributable Second Seller (respectively) to: (i) fixtures in the Properties situated in the United Kingdom expenditure on which is not "special rate expenditure" within section 104A of the Capital Allowances Act 2001 (Non-Integral Fixtures) shall be fair market value; and (ii) fixtures in the Properties situated in the United Kingdom expenditure on which is "special rate expenditure" within section 104A of the Capital Allowances Act 2001 (Special Rate Fixtures) shall be fair market value in each case subject to any maximum amount determined under applicable law, and with the fair market values of the assets in question being determined in accordance with the Appraisal (then known as defined in Schedule 14Micro Focus Limited) (the Agreed Apportionments). 1) and Architectural Partnerships Plc (c2) Each of the relevant Business Sellers and each of the relevant Business Purchasers shall, on Completion, enter into elections under section 198 of the Capital Allowances ▇▇▇ ▇▇▇▇, such elections specifying: SCHEDULE 4 (i) the aggregate amount fixed in respect of Non-Integral Fixtures; and (ii) the aggregate amount fixed in respect of Special Rate Fixtures, in each case in relation to the Properties situated in the United Kingdom, with such aggregate amounts corresponding to the respective Agreed Apportionments and apportioned between each relevant Business Purchaser and each relevant Business Seller in the same relevant proportions as the part of the Purchase Price attributable to the Group Businesses is allocated in accordance with the Purchase Price Allocation Agreement (the "CAA Elections"NOTICE OF ELECTION) (with each party to retain a duly signed version Form of each relevant election at Completion). (dJoint Election) The Seller shall procure that each To HM Inspector of the relevant Business Sellers shall, and the Purchaser shall procure that each Taxes [ ] Dear Sirs SELLER: [ ] of the relevant Business Purchasers shall submit their respective CAA Elections to HM Revenue & Customs within the time limit prescribed by law and take all reasonable steps to procure that the respective Agreed Apportionments are accepted by HM Revenue & Customs.[ ] [TAX REFERENCE] AND BUYER: [ ] of [ ] [TAX REFERENCE]

Capital Allowances. (a) The Seller undertakes to procure that each relevant Business Seller (at the Purchaser’s cost): (i) reasonably cooperates with the relevant Business Purchasers; and (ii) provides such information and assistance as the relevant Business Purchasers may reasonably request, in each case to assist the relevant Business Purchasers in claiming capital allowances in respect of the assets comprising the Group Businesses and in giving effect to the CAA Elections (as defined in Clause 2.11(b) below). (b) The Seller and the Purchaser agree that, for the purposes of the Capital ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the parts of the Purchase Price attributable (respectively) to: (i) fixtures in the Properties situated in the United Kingdom expenditure on which is not "special rate expenditure" within section 104A of the Capital Allowances Act 2001 (Non-Integral Fixtures) shall be fair market value; and (ii) fixtures in the Properties situated in the United Kingdom expenditure on which is "special rate expenditure" within section 104A of the Capital Allowances Act 2001 (Special Rate Fixtures) shall be fair market value in each case subject to any maximum amount determined under applicable law, and with the fair market values of the assets in question being determined in accordance with the Appraisal (as defined in Schedule 14) (the Agreed Apportionments). (c) Each of the relevant Business Sellers and each of the relevant Business Purchasers shall, on Completion, enter into elections under section 198 of the Capital Allowances ▇▇▇ ▇▇▇▇, such elections specifying: (i) the aggregate amount fixed in respect of Non-Integral Fixtures; and (ii) the aggregate amount fixed in respect of Special Rate Fixtures, in each case in relation to the Properties situated in the United Kingdom, with such aggregate amounts corresponding to the respective Agreed Apportionments and apportioned between each relevant Business Purchaser and each relevant Business Seller in the same relevant proportions as the part of the Purchase Price attributable to the Group Businesses is allocated in accordance with the Purchase Price Allocation Agreement (the "CAA Elections") (with each party to retain a duly signed version of each relevant election at Completion).. 28 (d) The Seller shall procure that each of the relevant Business Sellers shall, and the Purchaser shall procure that each of the relevant Business Purchasers shall submit their respective CAA Elections to HM Revenue & Customs within the time limit prescribed by law and take all reasonable steps to procure that the respective Agreed Apportionments are accepted by HM Revenue & Customs.