Common use of CHARGEABLE GAINS Clause in Contracts

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. 2.11 The Company has not received any assets by way of gift as mentioned in section 282 of TCGA 1992 and the Company has not held, nor does it hold, shares in a company to which section 125 of TCGA 1992 could apply. 2.12 No claim or election affecting the Company has been made (or assumed to be made) under section 187 of TCGA 1992. 2.13 The Company has not made a part disposal of any assets for the purposes of section 42 of TCGA 1992. 2.14 The Company has not, since the Accounts Date, appropriated any of its assets to or from trading stock for the purposes of section 161 of TCGA 1992. 2.15 The Company is not, nor may it become, liable to tax under section 190 of TCGA 1992 in respect of a disposal occurring on or before Completion. 2.16 No assessment in respect of a capital gain on the disposal of any asset situated outside the UK or of unremittable overseas income has been postponed under section 279 of TCGA 1992 or section 1275 of CTA 2009 in relation to the Company. 2.17 The Company has not acquired shares on a reorganisation (within the meaning of section 126 of TCGA 1992) in circumstances such that part of the consideration given by the Company would be disallowed under section 128(2) of that Act.

CHARGEABLE GAINS. 2.1 1.1 The book value shown in, or adopted for the purposes, of the Accounts as the value of each of the assets of the CompanyCompany or any Subsidiary, 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 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 1.2 There has been no transaction to which any of the following provisions applies, or could apply, in respect of any asset held by the CompanyCompany or any Subsidiary: (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 assets 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 (inclusive) 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 1.3 Neither the Company nor any Subsidiary 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 1.4 Neither the Company has not made nor 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 Subsidiary owns 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 1.5 Neither the Company nor any Subsidiary has not disposed of or acquired any asset in circumstances falling within section 17 or 19 of TCGA 1992. 2.10 The 1.6 Neither the Company nor any Subsidiary 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. 2.11 The 1.7 Neither the Company nor any Subsidiary has not received any assets by way of gift as mentioned in section 282 of TCGA 1992 and neither the Company nor any Subsidiary has not held, nor does it holdor holds, shares in a company to which section 125 of TCGA 1992 could apply. 2.12 1.8 No claim or election affecting the Company or any Subsidiary has been made (or assumed to be made) under section 187 of TCGA 1992. 2.13 The 1.9 Neither the Company nor any Subsidiary has not made a part disposal of any assets for the purposes of section 42 of TCGA 1992. 2.14 The 1.10 Neither the Company has notnor any Subsidiary has, since the Accounts Date, appropriated any of its assets to or from trading stock for the purposes of section 161 of TCGA 1992. 2.15 The 1.11 Neither the Company is notnor any Subsidiary is, nor or may it become, liable to tax under section 190 of TCGA 1992 in respect of a disposal occurring on or before Completion. 2.16 1.12 No assessment in respect of a capital gain on the disposal of any asset situated outside the UK or of unremittable overseas income has been postponed under section 279 of TCGA 1992 or section 584 of ICTA 1988 (replaced with effect from 1 April 2009, for accounting periods ending on or after that date, by section 1275 of CTA 2009 the Corporation Tax Act 2009) in relation to the CompanyCompany or any Subsidiary. 2.17 The 1.13 Neither the Company nor any Subsidiary has not acquired shares on a reorganisation (within the meaning of section 126 of TCGA 1992) in circumstances such that part of the consideration given by the Company or any Subsidiary would be disallowed under section 128(2) of that Act.

CHARGEABLE GAINS. 2.1 The book value shown in, in or adopted for the purposes, purposes of the Accounts as the value of each of the assets of the Company, Company or the Subsidiary 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 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, applies in respect of any asset held by the CompanyCompany or the Subsidiary at the date of this agreement: (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 assets on reconstructions and amalgamations); (d) section 152-154 (inclusive) of TCGA 1992 (replacement of business assets); (e) sections section 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 (inclusive) 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 No allowable loss which might accrue on the disposal by the Company or any Subsidiary of any share in or security of any company is likely to be reduced by virtue of the provisions of sections 176 and 177 of TCGA 1992. 2.4 Neither the Company nor any Subsidiary 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 2.5 Neither the Company nor the Subsidiary 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 19921992 or given or agreed to give any consideration to which section 128(2) of TCGA 1992 could apply. 2.10 The 2.6 Neither the Company nor the Subsidiary is not owed a debt on a security, security whereon the disposal or satisfaction of which will give rise to which, a liability to corporation tax on chargeable gains will arise by reason of section 251 of TCGA 1992. 2.11 The 2.7 Neither the Company nor any Subsidiary has not received any assets by way of gift as mentioned in section 282 of TCGA 1992 and so far as the Sellers are aware neither the Company nor the Subsidiary has not held, nor does it holdor holds, shares in a company to which section 125 of TCGA 1992 could apply. 2.12 2.8 No allowable loss has accrued to the Company or the Subsidiary to which section 18(3) of TCGA 1992 will apply. 2.9 No claim or election affecting the Company or the Subsidiary has been made (or assumed to be made) under section 187 of TCGA 1992. 2.13 The 2.10 Neither the Company nor the Subsidiary has not made a part disposal of any assets held at the date of this Agreement for the purposes of section 42 of TCGA 1992. 2.14 The 2.11 Neither the Company has notnor the Subsidiary has, since the Accounts Date, appropriated any of its assets to or from trading stock for the purposes of section 161 of TCGA 1992. 2.15 The 2.12 So far as the Sellers are aware, neither the Company nor the Subsidiary is not, nor or may it become, become liable to tax under section 190 of TCGA 1992 in respect of a disposal occurring on or before Completion. 2.16 No assessment in respect of a capital gain on the disposal of any asset situated outside the UK or of unremittable overseas income has been postponed under section 279 of TCGA 1992 or section 1275 of CTA 2009 in relation to the Company. 2.17 The Company has not acquired shares on a reorganisation (within the meaning of section 126 of TCGA 1992) in circumstances such that part of the consideration given by the Company would be disallowed under section 128(2) of that Act.