CHARGEABLE GAINS Clause Samples

CHARGEABLE GAINS. The book value shown or adopted for the purposes of the Accounts as the value of each of the assets of the Company on the disposal of which a chargeable gain or allowable loss could arise does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible under section 38 of TCGA 1992.

CHARGEABLE GAINS. 2.1 The book value shown in, or adopted for the purposes, of the Accounts as the value of each of the assets of the Company, on the disposal of which a chargeable gain or allowable loss could arise, does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible, in each case, disregarding any statutory right to claim any allowance or relief other than amounts deductible under section 38 of TCGA 1992. 2.2 There has been no transaction to which any of the following provisions applies, or could apply, in respect of any asset held by the Company: (a) section 23 of TCGA 1992 (compensation and insurance monies); (b) section 135 and 136 of TCGA 1992 (reconstructions and amalgamations); (c) section 139 of TCGA 1992 (transfers of business on reconstructions and amalgamations); (d) section 152-154 (inclusive) of TCGA 1992 (replacement of business assets); (e) sections 140A and 140C of TCGA 1992 (transfer of a trade); (f) section 165 of TCGA 1992 (gifts of business assets); (g) section 171-171C and 173 of TCGA 1992 (intra-group transfers); (h) section 247-248 of TCGA 1992 (compulsory acquisitions); and (i) section 242(2) of TCGA 1992 (small part disposals of land). 2.3 The Company has not been a party to any scheme or arrangement whereby the value of an asset has been materially reduced as set out in sections 29-34 of TCGA 1992. 2.4 The Company has not made any election under section 35(5) of TCGA 1992 and the Accounts have not been prepared on the basis that such an election will be made. 2.5 The Company does not own, and has not owned, any asset on the disposal of which paragraph 2 of Schedule 3 to TCGA 1992 would apply. 2.6 The Company holds no asset on the disposal of which Schedule 4 to TCGA 1992 may apply. 2.7 The Company has not transferred a trade carried on by it outside the UK in circumstances such that a chargeable gain may be deemed to arise at a date after such transfer under section 140 of TCGA 1992. 2.8 The Company does not own any assets which are wasting assets within the meaning of section 44 of TCGA 1992 and which do not qualify in full for an allowance under the provisions of CAA 2001. 2.9 The Company has not disposed of or acquired any asset in circumstances falling within section 17 or 19 of TCGA 1992. 2.10 The Company is not owed a debt on a security, the disposal or satisfaction of which will give rise to a liability to corporation tax on chargeable gains by reason of section 251 of TCGA 1992. 2....

CHARGEABLE GAINS. 29.1 The book value of each of the capital assets of the Company in or adopted for the purposes of the Accounts of the Company does not exceed the amount deductible under section 38 TCGA (excluding any indexation allowance. 29.2 No asset owned or agreed to be acquired by the Company (other than plant and machinery in respect of which it is entitled to capital allowances) is a wasting asset within section 44 TCGA. 29.3 The Disclosure Letter sets out full particulars of any claims or elections by the Company under sections 23, 24, 152 to 158, 161, 162, 165, 175 or 247 TCGA or under any other provision which would affect the amount of the chargeable gain or allowable loss which would but for such claim arise on a disposal of any of its assets. 29.4 The Company is not entitled to the benefit of any life assurance policy or any interest in any such policy or a contract for a deferred annuity on the life of any person, the disposal of which would give rise to a chargeable gain. 29.5 No chargeable gain will accrue to the Company on the disposal of any debt owed to it. 29.6 The Company is not entitled to any capital loss to which the provisions of section 18(3) TCGA (connected persons) are applicable. 29.7 The Company has not at any time within the last six years disposed of or acquired any asset in circumstances such that the provisions of sections 17 or 19 TCGA could apply to that disposal or acquisition (transactions not at arm’s length). 29.8 The Company has not been a party to or otherwise involved in any transaction to which sections 29 to 34 TCGA (value shifting) have been or could be applied. 29.9 The Company has not issued any share capital to which the provisions of section 249 ICTA or section 142 TCGA (stock dividends) have been or could be applied, nor does it own any such share capital. 29.10 The Company has not been a party to any transaction to which the provisions of sections 176 or 177 TCGA (depreciatory transactions), 125 TCGA (transfers at an undervalue) or 282 TCGA (gifts) have been or could be applied. 29.11 The Company has not been a party to or otherwise involved in any transaction to which sections 135 to 138A TCGA have been or could be applied.

CHARGEABLE GAINS. 5.1 If each of the capital assets of the Target were to be disposed of for a consideration equal to the book value of the asset in, or adopted for the purpose of, the Last Accounts, or if acquired after the Last Accounts Date if any such asset were disposed of for a value equal to the consideration for its acquisition, no chargeable profit or gain would arise and for this purpose there will be disregarded any relief and allowances available other than amounts falling to be deducted under section 38 TCGA (expenditure: general). 5.2 The Target has not disposed of or acquired any asset in circumstances falling within section 17 TCGA (disposals and acquisitions treated as made at market value) and is not entitled to any capital loss to which section 18(3) TCGA (transactions between connected persons) may apply. 5.3 The Target has not been a party to or involved in any share for share exchange or any scheme of reconstruction or amalgamation such as are mentioned in sections 135 (exchange of securities for those in another company), 136 (reconstruction or amalgamation involving issue of securities) or 139 (reconstruction or amalgamation involving transfer of business) TCGA under which shares or debentures have been issued or any transfer of assets has been effected. 5.4 Neither the Target nor any company which was a member of the same group of companies as the Target at the relevant time has made any claim under sections 152 to 157 inclusive TCGA (replacement of business assets). 5.5 The Target does not own any asset which was acquired from another company which was at the time a member of a group of companies for the purposes of section 179 TCGA (deemed disposal of a chargeable asset). 5.6 The Target does not own any asset in respect of which schedule 2 (assets held on 6 April 1965) or section 35 (assets held on 31 March 1982) TCGA has or may have effect. 5.7 Neither the execution nor completion of this Agreement, nor any other Event since the Last Accounts Date, will result in any profit being deemed to accrue by the Target for Taxation purposes whether pursuant to section 179 of TCGA, paragraph 12A of Schedule 9 to the Finance Act 1996/sections 345 and 346 of the Corporation Tax ▇▇▇ ▇▇▇▇, paragraph 30A of Schedule 26 to the Finance Act 2002/sections 630-632 of the Corporation Tax ▇▇▇ ▇▇▇▇, paragraph 58 or 60 of Schedule 29 to the Finance Act 2002/section 780 or 785 of the Corporation Tax ▇▇▇ ▇▇▇▇ or otherwise.

CHARGEABLE GAINS. The expenditure allowable as a deduction for the purposes of the computation of any chargeable gain or allowable loss attributable to any asset of the Company for the purposes of corporation tax on chargeable gains is (ignoring indexation) not less than the value of that asset as shown in the Accounts.

CHARGEABLE GAINS. 3.18.1 In determining the liability to corporation tax on chargeable gains in respect of an asset which has been acquired by the Company, or which the Company has agreed to acquire (whether conditionally, contingently or otherwise): (a) the sums allowable as a deduction will be determined solely in accordance with TCGA s38 (Acquisition and disposal costs etc) and s53 (The indexation allowance and interpretative provisions); (b) the amount or value of the consideration, determined in accordance with TCGA s38(1)(a), will not be less than the amount or value of the consideration actually given by it for the asset; (c) the amount of expenditure on enhancing the value of the asset, determined in accordance with TCGA s38(1)(b), will not be less than the amount or value of all expenditure actually incurred by it on that asset. 3.18.2 No asset owned or agreed to be acquired by the Company (other than plant and machinery in respect of which it is entitled to capital allowances) is a wasting asset within the meaning of TCGA s44 (Meaning of "wasting asset"). 3.18.3 The Company is not owed a debt (not being a debt on a security), upon the disposal or satisfaction of which a liability to corporation tax on chargeable gains will arise by reason of TCGA s251 (Debts: General provisions). 3.18.4 The Company has not claimed nor is it entitled to claim under TCGA s253 (Relief for loans to traders) that an allowable loss has accrued in respect of a loan made by it. 3.18.5 No part of the consideration given by the Company for a new holding of shares (within the meaning of TCGA s77 (Reorganisation or reduction of share capital: Application of Sections 127 to 131)) will be disregarded by virtue of TCGA s128(2) (Consideration given or received by holder).

CHARGEABLE GAINS. The book value of each of the capital assets of Paragon in or adopted for the purposes of the Accounts of Paragon does not exceed the amount deductible under section 38 Taxation of Chargeable Gains Act 1992 (excluding any indexation allowance) and the Group ▇▇▇▇▇▇▇ ▇▇▇ all necessary records to calculate any future liability to corporation tax on capital gains in respect of each such capital asset.

CHARGEABLE GAINS. The amount at which any asset is included in the Accounts and/or the amount of consideration given on the acquisition of any asset by the Company since the Accounts Date, is such that on the disposal of such asset for a consideration equal to such amount (disregarding any statutory right to make any election or to claim any allowance or relief), no liability to tax in respect of any chargeable gain will arise.

CHARGEABLE GAINS. E.4.1 The Company has not, within seven years before Completion, disposed of any asset otherwise than in the ordinary course of its trade. E.4.2 In respect of any disposal by the Company immediately following Completion of an asset which it owns at the date of this Agreement: (a) for a consideration equal to the value of that asset taken for the purposes of the Accounts (if it was owned by the Company on the Accounts Date), the Tax liability thereby incurred would not exceed the amount taken into account in computing the provision for deferred Tax as stated in the Accounts; and (b) for a consideration equal to that for which the asset was acquired (if it was acquired after the Accounts Date), no liability to Tax would arise.