Group arrangements Clause Samples

Group arrangements. 8.6.1. The Company has never been a member of any group of companies for any Taxation purpose. 8.6.2. The Company has not ceased to be a member of a group of companies for the purposes of sections 178 and 179 TCGA and will not cease to be a member of such a group as a result of Completion. 8.6.3. The Company has not at any time within the period of six years ending with the date of this agreement, acquired any assets other than trading stock from any company which, at the time of the acquisition, was a member of the same group (as defined in section 170 TCGA) as the Company. 8.6.4. The Disclosure Letter sets out full details of any surrender or agreement to surrender, or acceptance or agreement to accept the surrender, by the Company of any amount by way of group relief under the provisions of sections 402, 403 and 407 to 413 Taxes Act. 8.6.5. All claims for group relief made by the Company were valid and have been or will be allowed by way of relief from corporation tax and the Company is not and will not, as a result of anything done before the date of this agreement, become liable to make any payment for an amount surrendered by any other company under or in connection in with the provisions of section 402 Taxes Act. 8.6.6. The Company is not and has not at any time been party to any arrangement falling within section 410 Taxes Act. 8.6.7. The Company has not made or purported to make any election under section 247 Taxes Act. 8.6.8. The Company has not made nor received nor purported to make or receive any surrender of the benefit of ACT under section 240 Taxes Act. 8.6.9. The Company is not liable to be assessed to any Taxation under the provisions of section 190 TCGA.

Group arrangements. The Purchaser shall or shall procure that each Target Company which is a member of a Seller VAT group (of which British Nuclear Fuels PLC and British Nuclear Group Sellafield Limited, respectively, are the representative members) contributes to the relevant representative member such proportion of any value added tax for which the relevant representative member is accountable as is properly attributable to supplies, acquisitions and importations (supplies) made by each such Target Company whilst a member of that VAT group (less such amount of deductible input tax as is properly attributable to such supplies), such contribution to be made in cleared funds on the day which is the later of two Business Days after demand is made therefor, and two Business Days before the day on which the relevant representative member is required to account for such value added tax to HM Revenue & Customs. The Seller shall pay, or shall procure that there is paid, to the Company (on behalf of itself and each other relevant Target Company) an amount equivalent to such proportion of any repayment of value added tax received by the relevant representative member from HM Revenue & Customs or of any credit obtained by reference to an excess of deductible input tax over output tax that is properly attributable to supplies made to and by the Target Companies whilst members of a Seller VAT group, promptly after its receipt by, or offset against a liability of, the relevant representative member. The Purchaser shall provide such information as may be reasonably required to enable the relevant representative member to make the returns and provide the information required to be provided for VAT purposes.

Group arrangements. 40.1 The Company is the beneficial owner of all the shares in each member of the Group and no such shares are held such that any profit on the sale of those shares would be a trading receipt. 40.2 No member of the Group has received any payment in respect of a surrender of group relief or of a tax refund which could, in any circumstances, be due to be repaid to any company other than another member of the Group. 40.3 No member of the Group has entered into any arrangements with the Inland Revenue within the meaning of section 36 Finance ▇▇▇ ▇▇▇▇.

Group arrangements. 47.1 All the shares in each Subsidiary are beneficially owned by Group Members and no such shares are held such that any profit on the sale of those shares would be a trading receipt. 47.2 So far as the Seller is aware, there are no circumstances by virtue of which section 410 or 413 ICTA 1988 would prevent each Group Member which is resident in the United Kingdom for Tax purposes being treated as a member of the same group of companies as each other such member for the purposes of Chapter IV Part X ICTA 1988 for any accounting period commencing on or before the date of this agreement. 47.3 No Group Member has entered into any arrangements with the Inland Revenue or HMRC within the meaning of section 36 Finance A▇▇ ▇▇▇▇. 47.4 So far as the Seller is aware, there are no circumstances by virtue of which sections 410 to 419 and section 424 TCA 1997 would prevent each Group Member which is resident in Ireland for Irish tax purposes being treated as a member of the same group of companies as each other such member for the purposes of Chapter 5 Part 12 TCA 1997 for any accounting period commencing on or before the date of this agreement.

Group arrangements. 11.1 The Buyer shall procure that the Company which is a member of the group payment arrangement with the Seller or any member of the Seller’s Group made pursuant to section 36 FA 1998 (GPA) contributes to British United Provident Association Limited (Nominated Company), on whichever is the later of five Business Days after written demand is made therefor by the Seller to the Buyer or five Business Days before the due date for payment to HM Revenue & Customs of the underlying corporation tax liability, an amount equal to any, or any instalment of, corporation tax which is to be or has been discharged by the Nominated Company on behalf of the Company in question (the “Payment”), pursuant to the GPA (as certified by the Nominated Company), provided always that no such contribution shall be made to the extent that the Buyer would otherwise have been able to make a claim against the Seller under this Schedule (disregarding paragraphs 2, 3 and 4 of Schedule 5) in respect of such corporation tax or instalment of corporation tax or to the extent that such contribution was paid on or before Completion. 11.2 The Seller shall: (a) procure that there shall before any statutory deadline be paid or accounted for to HM Revenue & Customs an amount equal to any Payment following receipt of it in the event that a Payment is made in respect of a liability to corporation tax which has not been discharged; (b) procure that there shall be (subject to paragraph 11.2(c) below) promptly apportioned to the Company an amount equal to each Payment, such apportionment to be made by reference to the payment of corporation tax in respect of which the Payment was paid; (c) not without the Buyer’s written consent (not to be unreasonably withheld), reapportion any amount previously apportioned to the Company pursuant to the GPA; and (d) promptly (and in any case within five Business Days of receipt thereof from a Tax Authority) pay, or procure that there is paid, to the Company an amount equal to: (i) any excess by which the amount or the aggregate amount of any Payments exceeds the amount of Tax finally apportioned to the Company in respect of which the Payments are made; and (ii) interest on such excess that has been paid by HM Revenue & Customs to the Seller on overpaid corporation tax during the period from the date of the payment of the Payment to the date of payment of such excess pursuant to paragraph 11.2(d)(i).

Group arrangements. Where an employee applies for and accepts an offer of employment for a position in a work group covered by an existing Group Alternative Employment Arrangement, they shall be bound by that arrangement from their commencement in the group. Upon appointment, a letter of offer or letter of appointment shall clearly specify the terms and conditions of the group arrangement.

Group arrangements. 39.1 The person specified as shareholder in Schedule 15 (Basic information about the Subsidiaries) which relates to each member of the Group (apart from the Company) is the beneficial owner of all the shares in that member of the Group and no such shares are held such that any profit on the sale of those shares would be a trading receipt. 39.2 There are no circumstances by virtue of which section 410 or 413 ICTA 1988 would prevent each member of the Group being treated as a member of the same group of companies as each other such member for the purposes of Chapter IV Part X ICTA 1988 for any accounting period commencing on or before the date of this agreement. 39.3 No member of the Group resident in the United Kingdom for Tax purposes has made any surrender of or claim for (i) group relief or (ii) a refund of tax within section 102 Finance Act 1989 which involves any company which is not a member of the Group. 39.4 No member of the Group resident in the United Kingdom for Tax purposes has received any payment in respect of a surrender of group relief or of a tax refund which could, in any circumstances, be due to be repaid to any company other than another member of the Group.

Group arrangements. Since the Effective Time, no election has been made pursuant to section 171A TCGA 1992 which would have the effect of transferring a chargeable gain from any person (other than a Company Group Member) to any Company Group Member

Group arrangements. Parent shall procure that each Target Company and Company Subsidiary will cease to be a member of or party to any relevant grouping, fiscal unity, tax sharing arrangement, tax sharing agreement or consolidation for Tax purposes (for the purposes of direct and indirect Tax, including VAT) with any member of Parent Group, no later than Closing.