Common use of Overseas Clause in Contracts

Overseas. 183 The Company is, and has always been, resident in the United Kingdom for United Kingdom Tax purposes, and has not been treated at any time as also resident or as having an establishment for Tax purposes in any other jurisdiction. 184 The Company has not at any time traded or carried on any activity, and the Company does not own any asset, outside the United Kingdom. 185 The LLP has not at any time had a taxable presence in a country outside the United Kingdom, and the LLP is not an agent or permanent establishment of another entity or person for the purpose of assessing such entity or person to Tax in that country. 186 Neither the Company nor the LLP has in the last four years been a party to, nor has otherwise been involved in, any transaction, scheme or arrangement designed wholly or mainly or containing steps or stages having no commercial purpose and designed wholly or mainly for the purpose of avoiding or deferring Tax or reducing a liability to Tax or any amount to be accounted for under PAYE. 187 All transactions or arrangements made by the Company in the last four years have been made on arm’s length terms.

Overseas. 183 The Company is, and has always been, resident in the United Kingdom for United Kingdom Tax purposes, and has not been treated at any time as also resident or as having an establishment for Tax purposes in any other jurisdiction. 184 The Company has not at any time traded or carried on any activity, and the Company does not own any asset, outside the United Kingdom. 185 The LLP has not at any time had a taxable presence in a country outside the United Kingdom, and the LLP is not an agent or permanent establishment of another entity or person for the purpose of assessing such entity or person to Tax in that country. AVOIDANCE 186 Neither the Company nor the LLP has in the last four years been a party to, nor has otherwise been involved in, any transaction, scheme or arrangement designed wholly or mainly or containing steps or stages having no commercial purpose and designed wholly or mainly for the purpose of avoiding or deferring Tax or reducing a liability to Tax or any amount to be accounted for under PAYE. TRANSACTIONS AT ARM’S LENGTH 187 All transactions or arrangements made by the Company in the last four years have been made on arm’s length terms.. SCHEDULE 8 SELLER PROTECTION INTERPRETATION AND APPLICATION