UK Tax Matters. (a) The relevant Purchaser hereby covenants with the Seller to pay to the Seller, by way of adjustment to the Purchase Price, an amount equivalent to:
UK Tax Matters. The provisions of §6.12(a) and (c) shall not apply, and instead the provisions of this §6.12(g) shall apply, with respect to any withholding or deduction on account of United Kingdom Taxes imposed on amounts payable to a UK Lender with respect to any UK Loan.
UK Tax Matters. (i) The Company is resident for tax purposes solely in the United Kingdom; (ii) the charge to United Kingdom corporation tax on income does not apply to dividends or other distributions in respect of shares held by the Company in its subsidiaries; and (iii) the Company has a reasonable expectation that it will not be subject to a material CFC charge under section 371BC of the Taxation (International and Other Provisions) Xxx 0000 (“TIOPA”) in any accounting period (the terms “CFC” and “accounting period” in this paragraph to be read in accordance with section 371VA TIOPA and “CFC charge” as defined at section 371AA TIOPA).
UK Tax Matters. The Tax Deed shall have effect from and after the Closing.
UK Tax Matters. 33 4.1 Definitions............................................................................ 33 4.2
UK Tax Matters. For purposes of this Section 11.11, the term income tax" shall include the UK corporation tax based on income.
UK Tax Matters. (i) The UK Borrower shall, promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender Party shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender Party. If the Administrative Agent receives such notification from a Lender Party it shall notify the UK Borrower.
UK Tax Matters. Each Recipient which is tax resident in the UK shall provide the Company with a copy of any joint election made pursuant to Section 431 of the UK Income Tax (Earnings and Pensions) Act 2003 (a “431 Election”), a form of which is attached hereto as Exhibit A. If a Recipient makes a timely 431 Election within 14 days of the date of Award, the Recipient shall immediately pay the Company the amount necessary to satisfy any withholding obligations. If the Recipient does not make a timely 431 Election, the Recipient shall, as securities shall vest or at the time withholding is otherwise required by any Applicable Law, pay the Company the amount necessary to satisfy any UK income tax and national insurance contribution withholding obligations, if applicable. Each Recipient hereby represents that he or she understands (a) the contents and requirements of the 431 Election, (b) the application of Section 431 to the receipt of the Placement Warrants by the Recipient pursuant to this Agreement, (c) the nature of the election to be made by the Recipient under Section 431, and (d) the effect and requirements of the 431 Election under laws of the United Kingdom. Each Recipient further represents that he or she intends to complete an election pursuant to Section 431 and submit it to the Company within fourteen (14) days following the date of this Agreement.
UK Tax Matters. Each Lender holding a Loan to the Company and KAB Seating represents to the Borrowers and the Administrative Agent that, in the case of a Lender which is a Lender on the Closing Date and, in the case of a Lender which becomes a Lender after the Closing Date, on the date it becomes a Lender it is:
UK Tax Matters. The representations in this Section 3.14(b) are given in respect of U.K. Tax matters only. (%3) Each Sold Company or Sold Subsidiary is a qualifying company for the purposes of Schedule 46 of the U.K.’s Finance Xxx 0000 (the senior accounting officer rules) and has complied with the provisions of such Schedule 46; (%3) no Sold Company or Sold Subsidiary has, at any time, been obliged to make a notification to a relevant Taxing Authority under section 92 of the U.K.’s Finance Xxx 0000 (diverted profits tax), and nor has any Sold Company or Sold Subsidiary received a preliminary notice under section 93 of such Act; (%3) no Sold Company or Sold Subsidiary holds, nor has in the last six years held, any right to which Part 8A of the U.K.’s Corporation Tax Xxx 0000 (“CTA 2010”) (patent box) applies (including an exclusive license within the meaning of section 357BA of CTA 2010); (%3) Section 3.14(b)(iv) of the Disclosure Letter contains full particulars of all arrangements relating to relief under Part 5 and Part 5A of CTA 2010 (group relief) or section 171A of the U.K.’s Taxation of Chargeable Gains Xxx 0000 to which any Sold Company or Sold Subsidiary is or has in the last six years been a party and (A) all claims by any Sold Company or Sold Subsidiary for such relief in the last six years were valid when made and are now valid and have been or will be allowed by way of relief from corporation tax, (B) no Sold Company or Sold Subsidiary has in the last six years made nor is it liable to make any payment for group relief or group-relief for carried-forward losses otherwise than in consideration for the surrender of such relief allowable to such Sold Company or Sold Subsidiary by way of relief from corporation tax, (C) no Sold Company or Sold Subsidiary in the last six years has been party to a surrender of a tax refund under Part 00, Xxxxxxx 0 xx XXX 0000, (X) each Sold Company or Sold Subsidiary has received all payments due to it under any arrangement or agreement for the surrender of group relief or group relief for carried-forward losses by it for all periods prior to the Closing Date, (E) no such payment exceeds or could exceed the amount permitted by sections 183 or section 188FA of CTA 2010, as the case may be, and (F) there are not, and have not existed, for any period of account in respect of which a surrender lviii has been made or purports to have been made any arrangements such as are specified in sections 154 to 156 of CTA 2010, or option arrangeme...
