Tax Groups Sample Clauses
Tax Groups. 5.6.1 Each Seller shall take all reasonable steps to procure that any Tax Group existing between any member of that Seller’s Group and any GlaxoSmithKline Consumer Group Company or the Novartis OTC Group Company (as the case may be) is terminated on or before Closing, so far as permitted by Applicable Law, or otherwise on the earliest date on which such termination is permitted under Applicable Law, and that Seller and the Purchaser shall take such action as is necessary to procure or effect this, including timely submitting any necessary Tax documents.
5.6.2 Pending the taking effect of the action referred to in Clause 5.6.1, and for so long thereafter as may be necessary, the Purchaser shall (subject to the provisions of the Tax Indemnity) procure that such information is provided to each Seller as may reasonably be required to enable any relevant member of that Seller’s Group to make all Tax Returns and other filings required of it in respect of the Tax Group.
5.6.3 Each Seller shall take, and shall procure that each member of that Seller’s Group takes, all reasonable procedural or administrative steps (including the making of elections and filings with any relevant Tax Authority) which are reasonably necessary to procure the minimisation of the extent to which Tax liabilities of members of that Seller’s Group (other than the GlaxoSmithKline Consumer Group Companies or Novartis OTC Group Companies (as the case may be)) can be assessed on the Purchaser or members of the Purchaser’s Group or on the relevant Target Group Companies by reason of having been members of a Tax Group.
Tax Groups. 5.7.1 The Seller shall take all reasonable steps to procure that any Tax Consolidation existing between any member of the Seller’s Group Company and any Vaccines Group Company be terminated on or before Closing, so far as permitted by Applicable Law, or otherwise on the earliest date on which such termination is permitted under Applicable Law, and the Seller and the Purchaser shall take such action as is necessary to procure or effect this, including timely submitting any necessary Tax documents.
5.7.2 Pending the taking effect of the action referred to in Clause 5.7.1, and for so long thereafter as may be necessary, the Purchaser shall (subject to the provisions of the Tax Indemnity) procure that such information is provided to the Seller as may reasonably be required to enable any relevant member of the Seller’s Group to make all Tax Returns and other filings required of it in respect of the Tax Consolidation.
5.7.3 The Seller and the Purchaser shall cooperate in good faith to take, and procure that each member of the Seller’s Group and the Purchaser’s Group takes, all reasonable procedural or administrative steps (including the making of elections and filings with relevant Tax Authorities) which are reasonably necessary to procure the minimisation of the extent to which Tax liabilities of members of the Seller’s Group (other than Vaccines Group Companies) can be assessed on members of the Purchaser’s Group or on Vaccines Group Companies.
5.7.4 The Seller shall take all reasonable steps to procure that Chiron Panacea Vaccines Limited is finally liquidated and ceases to exist before Closing.
Tax Groups. 14.1 The Covenantor and the Purchaser shall make all reasonable efforts to ensure that insofar as the Company is treated as a member of the same group as a member of the Covenantor’s Group for the purposes of any Tax at Completion it ceases to be so treated with effect from a time no later than Completion.
14.2 The Covenantor shall ensure that the nominated company of any group payment arrangement under section 36 Finance Act 1998 to which the Company is a party on or before Completion exercises its rights to apportion and re-apportion payments under the arrangement so far as possible to secure that Tax Liabilities of the Company for which recovery would otherwise be available under this deed (disregarding the provisions of Clause 4 (EXCLUSIONS)) are discharged in time and in full.
14.3 The Covenantor shall ensure that any amount of surplus shadow ACT allocated or reallocated to the Company for the purposes of The Corporation Tax (Treatment of Unrelieved Surplus Advance Corporation Tax) Regulations 1999 (SI 1999/358) is as small as possible and, where appropriate, reallocate it so that the amount allocated to the Company is as small as possible.
14.1 The Covenantor covenants with the Purchaser that, if Tioxide Europe Limited as representative member of the Covenantor’s value added tax group is entitled to be paid by HM Revenue & Customs the amount of any credit for input tax (where no output tax is due) or the amount by which any credit for input tax exceeds the relevant output tax (in either case, the “Credit”) in respect of any supply of goods or services made to the Company or any importation or acquisition made by the Company (in either case, before the date on which the Company ceases to be a member of the Covenantor’s value added tax group and after Completion), the Covenantor shall pay to the Company a sum equal to the Credit within five Business Days of receipt of the benefit thereof
Tax Groups. 20.4.1 Neither the execution nor completion of this Agreement, nor any other event since the Locked Box Date, will result in the clawback or disallowance of any group relief or allowance previously given to a Group Company or any Tax relief or exemption granted or claimed on or before Completion.
Tax Groups. 11.1 For the purposes of paragraph 11, “Indemnified Person” means a person who at any time before Completion has been a controlling director of a Group Company or of a company having control of a Group Company; and “control” shall be construed in accordance with section 416 of the Taxes Act; “controlling director”, in relation to a company, means a director of the company who has control of it; and