Common use of CHARGEABLE GAINS Clause in Contracts

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. 29.1 21.1 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 each of the chargeable gain or allowable loss which would but for such claim arise on a disposal assets 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 itwhich a chargeable gain or allowable loss could arise does not exceed the amount that would be deductible as a cost or expense in calculating the chargeable gain. 29.6 21.2 No agreement or arrangement is in existence under which the Company could make a disposal and in respect of that disposal the amount of consideration in money it would receive, at the time of the making of the disposal, would be less than the amount the Company would be treated as having received for the purposes of calculating its chargeable gain in respect of that disposal. 21.3 The Company has not incurred a capital loss in respect of any disposal on or after the Accounts Date the availability of which as a Relief could be restricted. 21.4 The Company is not party to any arrangements where it could be liable for capital losses the availability of which as a Relief could be restricted. 21.5 There has not accrued any gain in respect of which the Company is or may be liable to corporation tax by virtue of the provisions of section 13 of the TCGA. 21.6 The Company has not disposed of or acquired any asset in circumstances falling within section 17 of the TCGA and is not entitled to any capital loss to which the provisions of section 18(3) of the TCGA (connected persons) are applicablemay apply. 29.7 21.7 The Company has not at any time within made a claim under sections 23, 24 or 280 of 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)TCGA. 29.8 21.8 The Company has not been a party to or otherwise involved in any transaction to which scheme or arrangement whereby the value of any asset has been materially reduced such that on a disposal of the asset by it sections 29 to 34 of the TCGA (value shifting) have been or could be appliedmay apply. 29.9 21.9 The Company has not issued at any share time received or become entitled to receive any capital to which distribution for the provisions purposes of section 249 ICTA or section 142 TCGA (stock dividends) have been or could be applied, nor does it own any such share capital122 of the TCGA. 29.10 The 21.10 No part of the consideration given by the Company has not been for a party to any transaction to which new holding of shares (within the provisions meaning of sections 176 or 177 TCGA (depreciatory transactions), 125 TCGA (transfers at an undervaluesection 126 of the TCGA) or 282 TCGA (giftswill be disregarded by virtue of section 128(2) have been or could be appliedof the TCGA. 29.11 21.11 The Company has not been a party to or otherwise involved in any share for share exchange or any scheme of reconstruction or amalgamation such as are mentioned in sections 135, 136 or 139 of the TCGA under which shares or debentures have been issued or any transfer of assets has been effected. 21.12 Neither the Company nor any company which was a member of the same group of companies as the Company at the relevant time has made any claim under sections 152 to 157 inclusive of the TCGA. 21.13 The Company has not received any asset by way of gift or by way of bargain not at arm's length to which sections 165, 282 or 125 of the TCGA has applied or could apply. 21.14 No loss which has arisen or may arise on the disposal by the Company of shares in or securities of any company is liable to be disallowed in whole or in part by virtue of sections 176 or 177 of the TCGA, nor does the Company own any asset in respect of which Schedule 7A to the TCGA applies. 21.15 The Company has not ceased to be a member of a group of companies for the purposes of section 179 of the TCGA otherwise than as part of a merger to which section 181 of the TCGA applied. 21.16 The Company 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 of the TCGA. 21.17 The Company is not liable and no circumstances exist whereby it may become liable to be assessed to any Tax under the provisions of sections 189 or 190 of the TCGA. 21.18 No gain chargeable to corporation tax will accrue to the Company on the disposal or satisfaction of a debt by reason of section 251 of the TCGA. 21.19 The Company does not own any asset in respect of which Schedule 2 to, or section 35 of, the TCGA has or may have effect. 21.20 The Company has not entered into a transaction to which sections 135 140A and 140C, 171, 242(2) or 247-248 of the TCGA could apply. 21.21 The Company does not own, nor has it owned, any asset on the disposal of which paragraph 2 of Schedule 3 to 138A the TCGA have would apply. 21.22 The Company does not hold any asset on the disposal of which Schedule 4 to the TCGA may apply. 21.23 The Company does not own any assets which are wasting assets within the meaning of section 44 of the TCGA and which do not qualify in full for an allowance under the provisions of the CAA. 21.24 No claim or election affecting the Company has been made (or could assumed to be appliedmade) under section 187 of the TCGA. 21.25 The Company has not made a part disposal of any assets for the purposes of section 42 of the TCGA. 21.26 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 the TCGA. 21.27 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 the TCGA or section 1275 of the CTA 2009 in relation to the Company. 21.28 No capital loss has accrued to the Company that is a loss within the meaning of either sections 8 or 16A of the TCGA. 21.29 The Disclosure Letter gives details of any loss accruing to the Company in respect of which notice needs to be, but has not been, given to an officer of HM Revenue & Customs in order to be an allowable loss for the purposes of the TCGA.

CHARGEABLE GAINS. 29.1 5.1 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), and the Company has all necessary records to calculate any liability to corporation tax on capital gains in respect of each such capital asset pursuant to a hypothetical disposal of each such capital asset at Completion. 29.2 5.2 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 5.3 The Disclosure Letter sets out full particulars of Company has not made 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 5.4 No chargeable gain will accrue to the Company on the disposal of any debt owed to it. 29.6 5.5 The Company is not entitled to any capital loss to which the provisions of section 18(318 (3) TCGA (connected persons) are applicable. 29.7 5.6 The Company has not at any time within the last six years never 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 's length). 29.8 5.7 There has not accrued, nor so far as the Seller is aware are there circumstances which could give rise to, any gain in respect of which the Company may be liable to corporation tax on chargeable gains by virtue of the provisions of sections 13 or 87 TCGA (non-resident companies or trusts). 5.8 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 appliedapplied (value shifting). 29.9 5.9 The Company has not issued any share capital to which the provisions of section 249 ICTA 1988 or section 142 TCGA (stock dividends) have been or could be applied, nor does it own any such share capital. 29.10 5.10 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 5.11 The Company has not been a party to or otherwise involved in any transaction to which sections 135 to 138A 138 TCGA have been or could be applied.