R&D Claim definition

R&D Claim means any claim for relief for expenditure on research and development under any of the provisions of Part 13 CTA 2009 or an R&D expenditure credit (as defined for the purposes of section 1040A CTA 2009) under any of the provisions of ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇;

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R&D Claim means any Relief (other than a R&D Tax Credit) claimed in respect of expenditure on research and development under Part 13 Corporation Tax Act 2009;

R&D Claim means any claim for relief for expenditure incurred on research and development including under any of the provisions of Part 13 of the Corporation Tax Act 2009 or an R&D expenditure credit (as defined for the purposes of section of the Corporation Tax Act 2009) under any of the provisions of Chapter 6A of Part 3 of the Corporation Tax Act 2009; “R&D Tax Credit Payments” means any payment actually received by the Target from HMRC after Completion which relates to the 2023 R&D Claim (and, to the extent that any such payment would have been received but for it having been applied in discharging any liability of the Target to make an actual payment of tax, the amount of the payment so applied shall be deemed to have been actually received, save to the extent that such application has had the effect of reducing or eliminating any liability of the Founder Sellers under the Tax Covenant (with the terms “Founder Sellers” and “Tax Covenant” having the meaning given in the Majority SPA); "RSU Recipients” means the individuals named in Schedule 1 to the Deed Poll; 3

Examples of R&D Claim in a sentence

• Any expenditure by the Company which has been included in such R&D Claim or to which such R&D Claim relates qualifies for relief under one or more of Chapters 2 to 4 of Part 13 CTA 2009.

• The Data Room sets out full details all R&D Claims made by the Company in the last six years before the date of this Agreement, and, in respect of each R&D Claim, sets out the amount and date of any corresponding R&D Credit Payment.

• Without prejudice to the provisions of paragraph 1.1 of this part, the Seller covenants with the Buyer to pay to the Buyer an amount equal to any Tax Liability or other liability which arises as a consequence of or by reference to any R&D Claim made by the Company on or before Closing being wholly or partially disallowed by any Tax Authority.

• Claim: has the meaning set out in clause 4.1. Claim Fee: 30% of the R&D Claim Value.

• If there is no Claim Fee (because there is no R&D Claim Value) then subject to clauses 11.2 and 11.3, there shall be no such Charges payable.

• Without prejudice to the provisions of paragraph 1.1, the Sellers severally and not jointly (einzelschuldnerisch) covenant with the Parent to pay to the Parent in proportion to their Liability Percentages an amount equal to any Tax Liability or other liability which arises as a consequence of or by reference to any R&D Claim made or any R&D Credit Payment received by the Company on or before the Merger Completion Date being wholly or partially disallowed or clawed back by any Tax Authority.

• Without prejudice to the provisions of paragraph 1.1, the Warrantors severally covenant with the Buyer to pay to the Buyer an amount equal to any R&D Credit Payment or VAT Refund to a Tax Authority that is required to be repaid or otherwise accounted for to a Tax Authority as a consequence of or by reference to any R&D Claim or claim in respect of the VAT Refund made by the Company on or before Completion being wholly or partially disallowed by any Tax Authority.

• Any expenditure by the relevant Group Company which has been included in such R&D Claim or to which such R&D Claim relates qualifies for relief under one or more of Chapters 2 to 4 of Part 13 CTA 2009.

More Definitions of R&D Claim

R&D Claim means any claim for relief for expenditure on research and development under any of the provisions of Part 13 Corporation Tax Act 2009 or an R&D expenditure credit (as defined for the purposes of section 1040A Corporation Tax Act 2009) under any of the provisions of Chapter 6A of Part 3 Corporation Tax Act 2009.

R&D Claim has the meaning given in Part A of Schedule 5; “R&D Tax Credit Deferred Consideration” has the meaning given to it in Clause 3.5(a); “R&D Tax Credit Payments” means any payment actually received by the Target from HMRC after Completion which relates to the 2023 R&D Claim (and, to the extent that any such payment would have been received but for its having been applied in discharging any liability of the Target to make an actual payment of Tax, the amount of the payment so applied shall be deemed to have been actually received, save to the extent that such application has had the effect of reducing or eliminating any liability of the Founder Sellers under the Tax Covenant); “Relevant Earn Out Consideration Allocation” means the amount of the Earn Out Consideration apportioned and allocated to each Seller by applying the Adjusted Waterfall Distribution; “Relevant Excluded Liability Claim Percentage” means in respect of each Founder Seller, such Founder Seller’s liability percentage with respect to an Excluded Liability Claim and an Excluded Liability Tax Claim as set out in column 4 of Part A of Schedule 1; “Relief” has the meaning given in Part A of Schedule 5; "RSU Recipients” means the individuals named in Schedule 1 to the Deed Poll;

R&D Claim means any claim for relief for expenditure incurred on research and development including under any of the provisions of Part 13 CTA 2009 or an R&D expenditure credit (as defined for the purposes of section 104A CTA 2009) under any of the provisions of Chapter 6A of Part 3 CTA 2009; “Relief” means any relief, loss, allowance, claim, credit, deduction, exemption or set-off in respect of Tax or relevant to the computation of Tax or any income, profits or gains for the purposes of Tax, or any Right to Repayment, including any amount payable by a Tax Authority as a result of any R&D Claim, and: (a) any reference to the “use or set-off” of a Relief shall be construed accordingly and shall include use or set-off in part; (b) references to the “loss” of a Relief (including the loss of any Accounts Relief, and any other defined Relief) shall include the loss, non-availability, non-existence, reduction, counteraction, disallowance, withdrawal, clawback, cancellation or failure to obtain such Relief, or its utilisation or set-off by any person other than a member of the Purchaser’s Tax Group, and shall also include such Relief being available only in a reduced amount, and “lose” and “lost” shall be construed accordingly;

R&D Claim means any claim for relief for expenditure incurred on research and development;