Common use of CT Adjustments Clause in Contracts

CT Adjustments. 12.8.1 The Final Consideration shall be increased by the Purchaser paying to the Sellers an amount equal to Notional CT paid by the Sellers (or their Affiliates) on any income or other receipts taken into account for the purposes of Clause 3; 12.8.2 The Final Consideration shall be decreased by the Sellers paying to the Purchaser an amount equal to: (a) Notional CT relief received by the Sellers (or their Affiliates) on: (i) any cash calls paid and taken into account for the purposes of Clause 3; (ii) any expenditure taken into account for the purposes of Clause 3; and (iii) any PRT paid, net of any PRT repayments received by the Sellers (or their Affiliates) and taken into account for the purposes of Clauses 12.7.1(a) and 12.7.1(b); and (b) Notional CT paid by the Purchaser on, or arising from the effective PRT relief received by the Purchaser and referred to under Clause 12.7.1(c); 12.8.3 The Parties recognise that adjustments to the Final Consideration under this Clause 12.8 are notional adjustments, as opposed to actual payments of, reliefs from or reductions in CT liabilities. For the purpose of calculating the Notional CT it shall be assumed that each Seller (or its Affiliates) and the Purchaser are single companies with no brought forward losses who are paying CT at the standard rate applicable for the period concerned and that the Notional CT includes the Supplementary Charge to ring fence trades. Such notional adjustment shall be effected by deducting from each relevant payment a Notional CT charge. 12.8.4 The provisions of Clauses 12.8.1, 12.8.2 and 12.8.3 shall also apply to any Benefits reimbursed and Obligations accounted for under Clauses 7.1, 7.2 and 7.3 to the extent that any such Benefit or Obligation has not been taken into account in the Adjustments.