Tax Computations. 7.1 The Sellers’ Representative, on behalf of and at the cost of, the Sellers shall (at their cost) have the responsibility for, and the conduct of, preparing, submitting, negotiating and agreeing with the Tax Authorities, all outstanding Tax computations and returns of each Group Company for each accounting period ending on or before Completion (the “Relevant Accounting Periods”). 7.2 The Purchaser shall procure that the relevant Group Company shall make such claims, surrenders, disclaimers and elections or give such notice or consent or do such other things as were taken into account in computing a provision for Tax in the Accounts and may reasonably be directed by the Sellers’ Representative relating to the Relevant Accounting Periods. 7.3 The Sellers’ Representative and the Purchaser shall procure the provision to each other of such information and assistance which each may reasonably require of the other to prepare, submit and agree all Tax computations, documents or correspondence relating to the Relevant Accounting Periods and any subsequent accounting periods. 7.4 The Sellers’ Representative and the Purchaser shall deliver to each other copies of all material correspondence sent to, or received from, any Tax Authority relating to the Tax computations relating to the Relevant Accounting Periods, as the case may be, delivery to be effected promptly on despatch, or as the case may be, receipt. 7.5 The Purchaser covenants with the Sellers to procure that the Group Companies takes such action (including signing and authorising computations and returns) as is necessary or desirable to give effect to this paragraph. 7.6 In relation to any action as is referred to in paragraph 7.1, the Sellers’ Representative shall: (a) keep the Purchaser fully informed of all matters relating thereto and deliver to the Purchaser copies of all correspondence with Tax Authorities relating thereto; (b) use as its advisers a firm of internationally recognised accountants (or such other advisers as the Purchaser may agree, agreement not to be unreasonably withheld or delayed) and take such advice from such advisers as is appropriate; (c) submit to the Purchaser for comments all correspondence and documents which it intends to submit to a Tax Authority and take into account all such reasonable comments as the Purchaser may make; (d) not submit to a Tax Authority any such correspondence or documents, or agree any matter in relation to the Relevant Accounting Periods without the prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed and for the avoidance of doubt: (i) the Purchaser’s approval shall be deemed not to be unreasonably withheld where the Purchaser reasonably considers that: (A) such documents or correspondence are not true and accurate in all material respects or lawful in all respects; or (B) such documents, correspondence or agreement is reasonably likely to materially prejudice the amount of liability of a Group Company in respect of Tax for which the Sellers are not liable under this Schedule (having regard to the amount of Tax involved as compared with the amount of any Tax for which the Sellers would not be liable if the Purchaser’s approval were not withheld), ignoring, for these purposes, any failure of relief other than failure of an Accounts Relief; and (ii) the Purchaser’s approval shall be deemed not to be unreasonably delayed if given within 21 days unless there is a time limit for submission in which case the Purchasers shall reply as soon as reasonably practical but in any event within 10 Business Days. 7.7 The rights of the Sellers (and for the avoidance of doubt those of the Sellers’ Representative) under this paragraph cease if any of the Sellers or the Sellers’ Representative fails to comply with any of their obligations under this paragraph in a manner which has material adverse effects for the Group Companies, or if any steps are taken or legal proceedings are started for the any Sellers’, bankruptcy, winding up, dissolution, administration or re organisation or for the appointment of a receiver, administrator, trustee or similar officer or if any Seller is unable to pay their debts as they fall due, starts negotiations with a creditor with a view to the general readjustment or rescheduling of their indebtedness or makes a general assignment for the benefit of, or a composition with, its creditors unless a Seller (or Sellers) who are not subject to such steps, proceedings, debt repayment problems negotiations, readjustment, rescheduling, provides reasonable security against costs. 7.8 This paragraph 7 shall not impose any obligation on the Purchaser if any of the Sellers or a Group Company has committed an act or is responsible for an omission which constitutes fraudulent or grossly negligent conduct. 7.9 The Sellers and the Sellers’ Representative will use all reasonable endeavours to agree the Tax matters for which they are responsible under this paragraph 7 as soon as reasonably practicable and will deal with such matters promptly and diligently. The Sellers’ Representative will submit to the relevant Tax Authority those computations required in relation to the Accounting Periods ended on or before the Accounting Date by the latest date on which such computations can be filed without incurring interest and penalties (taking into account any extended time period customarily granted by the relevant Tax Authority) and in any event within twelve months of the date hereof. 7.10 The Purchaser shall have responsibility (at its cost) for, and the conduct of, preparing, submitting, negotiating and agreeing with the Tax Authorities, all outstanding Tax computations and returns of each Group Company for tax affairs of the accounting period in which Completion occurs (the “Straddle Period”) and paragraphs 7.3, 7.4 ,7.6 and 7.9 shall apply in respect of such Straddle Period substituting references to the Sellers’ Representative and the Sellers with a reference to the Purchaser and vice versa and in paragraph 7.9 the period of 18 months shall be substituted for the period of 12 months
Appears in 1 contract
Sources: Sale and Purchase Agreement
Tax Computations. 7.1 The Sellers’ Representative21.1 It is agreed, on behalf subject to the provisions of and this paragraph 21, that the Vendor shall (at the cost of, of the Sellers shall (at their cost) have the responsibility for, relevant UK resident Company or UK resident Subsidiary as to 50% and the conduct of, preparing, submitting, negotiating and agreeing with Vendor as to the Tax Authorities, all outstanding Tax remaining 50%) be responsible for the following matters:
(a) the preparation by PricewaterhouseCoopers of the UK corporation tax computations and returns of each Group of the Company and the UK Subsidiary for each all accounting period ending periods ended on or before Completion for each of the Company or UK Subsidiary (to the “Relevant Accounting Periods”extent such computations and returns have not been submitted prior to Completion);
(b) the preparation by PricewaterhouseCoopers of all such notices, claims or elections relating to Taxation as are made by the Company or the UK Subsidiary in connection with such computations or returns.
7.2 21.2 The Purchaser shall procure that each of the relevant Group Company or UK Subsidiary shall make such claimscause the computations, surrendersreturns, disclaimers notices, claims and elections to be promptly authorised, signed and submitted to the appropriate Taxing Authority without amendment (or give with such notice or consent or do such other things amendments as were taken into account in computing a provision for Tax in the Accounts and may be reasonably be directed required by the Sellers’ Representative relating Purchaser, save to the Relevant Accounting Periodsextent such amendments would increase the liability of the Vendor under the Tax Covenant).
7.3 21.3 The Sellers’ Representative and the Purchaser shall procure the provision to each other of such information and assistance which each may reasonably require of the other to prepare, submit and agree all Tax computations, documents or correspondence relating to the Relevant Accounting Periods and any subsequent accounting periods.
7.4 The Sellers’ Representative and the Purchaser shall deliver to each other copies of all material correspondence sent to, or received from, any Tax Authority relating to the Tax computations relating to the Relevant Accounting Periods, as the case may be, delivery to be effected promptly on despatch, or as the case may be, receipt.
7.5 The Purchaser covenants with the Sellers to procure that the Group Companies takes such action (including signing and authorising computations and returns) as is necessary or desirable to give effect to this paragraph.
7.6 In relation to any action as is referred to in paragraph 7.1, the Sellers’ Representative Vendor shall:
(a) keep the Purchaser fully informed of all matters relating thereto procure that such returns and deliver to the Purchaser copies of all correspondence with Tax Authorities relating thereto;computations (and associated notices, claims and elections) are prepared as soon as reasonably practicable and in a careful and diligent manner;
(b) procure that the draft returns and computations (and associated notices, claims and elections) are submitted to the Purchaser and the relevant Company or UK Subsidiary at least twenty (20) Business Days prior to the date on which such returns need to be submitted to the relevant Taxing Authority and that the amounts payable by way of Taxation for the relevant accounting periods are notified to the relevant Company or UK Subsidiary and the Purchaser at least twenty (20) Business Days prior to the due date for payment of such liability to Taxation or any instalment thereof.
21.4 The Purchaser shall and shall procure that each of the Company and the UK Subsidiary shall give such assistance to the Vendor as may be reasonably required to enable the corporation tax computations, returns, notices, claims, or elections referred to in paragraphs 21.1 and 21.2 to be prepared, authorised, signed and submitted to the appropriate Taxing Authority provided that (notwithstanding the preceding provisions of this paragraph 21) the Purchaser shall be under no obligation to procure (a) the authorisation, signing or submission to any Taxing Authority of any computation, return, claim, election, notice or other document which it or the relevant company considers in its or their reasonable opinion to be false, misleading, incomplete or inaccurate in any material respect; or (b) the making of any claim, election, notice, surrender or disclaimer which has not been taken into account in the Accounts.
21.5 It is agreed, subject to the provisions of this paragraph 21.5, that the Purchaser shall be responsible and have control (at the cost of the relevant Company or Subsidiary) of the matters listed in paragraphs 21.1(a) and 21.1(b) in relation to the Non-UK Subsidiary (although shall not be obliged to use PricewaterhouseCoopers). In this regard the Purchaser shall procure that the Non-UK Subsidiary shall:
(a) seek to submit such computations of the Non-UK Subsidiary for the accounting periods ended on or before Completion as soon as reasonably practicable;
(b) submit the draft corporate income taxation computations, returns, notices, claims, and elections to the Vendor for its advisers a firm approval and comments at least ten (10) Business Days prior to the date on which such returns, computations, notices, claims, and elections need to be submitted to the relevant Taxing Authority;
(c) afford such access to its books, accounts and records as is necessary and reasonable, and shall give the Vendor or its duly authorised agent all such assistance as may reasonably be required, to enable the Vendor or its duly authorised agent to review, approve and comment on the said returns, computations, notices, claims and elections;
(d) take account of, and shall not refuse to incorporate, any reasonable comments made (if any) by the Vendor or their duly authorised agent in relation to such computations, returns, notices, claims or elections relating to corporate income taxation;
(e) submit such computations, notices, claims, elections and returns (following incorporation of internationally recognised accountants (any of the Vendor's comments received within 10 Business Days) to the appropriate Taxing Authority without amendment or only with such other advisers amendments as the Purchaser may agree, Vendor shall agree (such agreement not to be unreasonably withheld or delayed); and
(f) comply with the provisions of paragraph 23 (Group Relief) of this Schedule 6 of this Agreement, provided that the Non-UK Subsidiary shall not be obliged to submit any computations and take returns relating to Taxation to any Taxing Authority unless it is satisfied that they are full, true, and accurate in all material respects.
21.6 In relation to the computations, notices, claims, elections and returns relating to corporation tax (or other corporate income taxation) for the accounting period of the relevant Company or Subsidiary in which Completion takes place, the Purchaser shall procure that:
(a) no such advice from computations, returns, notices, claims or elections are submitted to the appropriate Taxing Authority unless such advisers computations, returns, notices, claims or elections have first been given to the Vendor (together with such information as is appropriate;reasonably requested by and is necessary for the Vendor to review the same) for approval not less than 20 Business Days before the date of submission;
(b) the relevant Company or Subsidiary takes account of, and shall not refuse to incorporate, any reasonable comments made by the Vendor or their duly authorised agent (within 15 Business Days of delivery) in relation to such computations, returns, notices, claims or elections;
(c) submit such computations, notices, claims, elections and returns are submitted to the Purchaser for comments all correspondence and documents which it intends to submit to a Tax appropriate Taxing Authority and take into account all without amendment or only with such reasonable comments amendments as the Purchaser may make;
Vendor shall agree (d) not submit to a Tax Authority any such correspondence or documents, or agree any matter in relation to the Relevant Accounting Periods without the prior written approval of the Purchaser, such approval agreement not to be unreasonably withheld or delayed and for the avoidance of doubt:delayed); and
(id) each of the Purchaser’s approval Company and the Subsidiaries shall comply with the provisions of paragraph 22 (Value Added Tax) and paragraph 23 (Group Relief) of this Schedule 6 of this Agreement, provided that the relevant Company or Subsidiary shall not be deemed not obliged to be unreasonably withheld where the Purchaser reasonably considers that:
(A) such documents or correspondence submit any computations and returns relating to Taxation to any Taxing Authority unless it is satisfied that they are not full, true and accurate in all material respects or lawful in all respects; or
(B) such documents, correspondence or agreement is reasonably likely to materially prejudice the amount of liability of a Group Company in respect of Tax for which the Sellers are not liable under this Schedule (having regard to the amount of Tax involved as compared with the amount of any Tax for which the Sellers would not be liable if the Purchaser’s approval were not withheld), ignoring, for these purposes, any failure of relief other than failure of an Accounts Relief; and
(ii) the Purchaser’s approval shall be deemed not to be unreasonably delayed if given within 21 days unless there is a time limit for submission in which case the Purchasers shall reply as soon as reasonably practical but in any event within 10 Business Daysrespects.
7.7 The rights of the Sellers (and for the avoidance of doubt those of the Sellers’ Representative) under this paragraph cease if any of the Sellers or the Sellers’ Representative fails to comply with any of their obligations under this paragraph in a manner which has material adverse effects for the Group Companies, or if any steps are taken or legal proceedings are started for the any Sellers’, bankruptcy, winding up, dissolution, administration or re organisation or for the appointment of a receiver, administrator, trustee or similar officer or if any Seller is unable to pay their debts as they fall due, starts negotiations with a creditor with a view to the general readjustment or rescheduling of their indebtedness or makes a general assignment for the benefit of, or a composition with, its creditors unless a Seller (or Sellers) who are not subject to such steps, proceedings, debt repayment problems negotiations, readjustment, rescheduling, provides reasonable security against costs.
7.8 This paragraph 7 shall not impose any obligation on the Purchaser if any of the Sellers or a Group Company has committed an act or is responsible for an omission which constitutes fraudulent or grossly negligent conduct.
7.9 The Sellers and the Sellers’ Representative will use all reasonable endeavours to agree the Tax matters for which they are responsible under this paragraph 7 as soon as reasonably practicable and will deal with such matters promptly and diligently. The Sellers’ Representative will submit to the relevant Tax Authority those computations required in relation to the Accounting Periods ended on or before the Accounting Date by the latest date on which such computations can be filed without incurring interest and penalties (taking into account any extended time period customarily granted by the relevant Tax Authority) and in any event within twelve months of the date hereof.
7.10 The Purchaser shall have responsibility (at its cost) for, and the conduct of, preparing, submitting, negotiating and agreeing with the Tax Authorities, all outstanding Tax computations and returns of each Group Company for tax affairs of the accounting period in which Completion occurs (the “Straddle Period”) and paragraphs 7.3, 7.4 ,7.6 and 7.9 shall apply in respect of such Straddle Period substituting references to the Sellers’ Representative and the Sellers with a reference to the Purchaser and vice versa and in paragraph 7.9 the period of 18 months shall be substituted for the period of 12 months
Appears in 1 contract
Sources: Share Sale and Purchase Agreement (Measurement Specialties Inc)
Tax Computations. 7.1 The Sellers’ Representative, on behalf of and at the cost of, the Sellers shall (at their cost) have the responsibility for, and the conduct of, preparing, submitting, negotiating and agreeing with the Tax Authorities, all outstanding Tax computations and returns of each Group Company for each accounting period ending on or before Completion (the “Relevant Accounting Periods”).
7.2 The Purchaser shall procure that the relevant Group Company shall make such claims, surrenders, disclaimers and elections or give such notice or consent or do such other things as were taken into account in computing a provision for Tax in the Accounts and may reasonably be directed by the Sellers’ Representative relating to the Relevant Accounting Periods.
7.3 The Sellers’ Representative and the Purchaser shall procure the provision to each other of such information and assistance which each may reasonably require of the other to prepare, submit and agree all Tax computations, documents or correspondence relating to the Relevant Accounting Periods and any subsequent accounting periods.
7.4 The Sellers’ Representative and the Purchaser shall deliver to each other copies of all material correspondence sent to, or received from, any Tax Authority relating to the Tax computations relating to the Relevant Accounting Periods, as the case may be, delivery to be effected promptly on despatch, or as the case may be, receipt.
7.5 The Purchaser covenants with the Sellers to procure that the Group Companies takes such action (including signing and authorising computations and returns) as is necessary or desirable to give effect to this paragraph.
7.6 In relation to any action as is referred to in paragraph 7.1, the Sellers’ Representative shall:
(a) keep the Purchaser fully informed of all matters relating thereto and deliver to the Purchaser copies of all correspondence with Tax Authorities relating thereto;thereto;
(b) use as its advisers a firm of internationally recognised accountants (or such other advisers as the Purchaser may agree, agreement not to be unreasonably withheld or delayed) and take such advice from such advisers as is appropriate;appropriate;
(c) submit to the Purchaser for comments all correspondence and documents which it intends to submit to a Tax Authority and take into account all such reasonable comments as the Purchaser may make;make;
(d) not submit to a Tax Authority any such correspondence or documents, or agree any matter in relation to the Relevant Accounting Periods without the prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed and for the avoidance of doubt:
(i) the Purchaser’s approval shall be deemed not to be unreasonably withheld where the Purchaser reasonably considers that:
(A) such documents or correspondence are not true and accurate in all material respects or lawful in all respects; respects; or
(B) such documents, correspondence or agreement is reasonably likely to materially prejudice the amount of liability of a Group Company in respect of Tax for which the Sellers are not liable under this Schedule (having regard to the amount of Tax involved as compared with the amount of any Tax for which the Sellers would not be liable if the Purchaser’s approval were not withheld), ignoring, for these purposes, any failure of relief other than failure of an Accounts Relief; Relief; and
(ii) the Purchaser’s approval shall be deemed not to be unreasonably delayed if given within 21 days unless there is a time limit for submission in which case the Purchasers shall reply as soon as reasonably practical but in any event within 10 Business Days.
7.7 The rights of the Sellers (and for the avoidance of doubt those of the Sellers’ Representative) under this paragraph cease if any of the Sellers or the Sellers’ Representative fails to comply with any of their obligations under this paragraph in a manner which has material adverse effects for the Group Companies, or if any steps are taken or legal proceedings are started for the any Sellers’, bankruptcy, winding up, dissolution, administration or re organisation or for the appointment of a receiver, administrator, trustee or similar officer or if any Seller is unable to pay their debts as they fall due, starts negotiations with a creditor with a view to the general readjustment or rescheduling of their indebtedness or makes a general assignment for the benefit of, or a composition with, its creditors unless a Seller (or Sellers) who are not subject to such steps, proceedings, debt repayment problems negotiations, readjustment, rescheduling, provides reasonable security against costs.
7.8 This paragraph 7 shall not impose any obligation on the Purchaser if any of the Sellers or a Group Company has committed an act or is responsible for an omission which constitutes fraudulent or grossly negligent conduct.
7.9 The Sellers and the Sellers’ Representative will use all reasonable endeavours to agree the Tax matters for which they are responsible under this paragraph 7 as soon as reasonably practicable and will deal with such matters promptly and diligently. The Sellers’ Representative will submit to the relevant Tax Authority those computations required in relation to the Accounting Periods ended on or before the Accounting Date by the latest date on which such computations can be filed without incurring interest and penalties (taking into account any extended time period customarily granted by the relevant Tax Authority) and in any event within twelve months of the date hereof.
7.10 The Purchaser shall have responsibility (at its cost) for, and the conduct of, preparing, submitting, negotiating and agreeing with the Tax Authorities, all outstanding Tax computations and returns of each Group Company for tax affairs of the accounting period in which Completion occurs (the “Straddle Period”) and paragraphs 7.3, 7.4 ,7.6 and 7.9 shall apply in respect of such Straddle Period substituting references to the Sellers’ Representative and the Sellers with a reference to the Purchaser and vice versa and in paragraph 7.9 the period of 18 months shall be substituted for the period of 12 months
Appears in 1 contract