4 “Event”
1.2.3 “Event” includes, but is not limited to, the existence of any state of affairs, the expiry of a period of time, the Company ceasing to be associated with any other person for any Tax purpose or ceasing to be or becoming resident in any country for any Tax purpose, any distribution, the death or the winding up or dissolution of any person, and any transaction (including the execution and completion of the Agreement), payment, event, occurrence, circumstance, act, or omission whatsoever, and any reference to an Event occurring on or before a particular date shall include Events which for Tax purposes are deemed to have, or are treated or regarded as having, occurred on or before that date. 1.3 References to an Event occurring on or before Completion shall be deemed to include a series or combination of Events, the first of which occurred on or before Completion otherwise than in the ordinary course of the business of the Company, and the second of which occurred after Completion and arises in the ordinary course of the business of the Company as carried on at Completion. 1.4 For the avoidance of doubt, references to any Tax Liability of the Company which results from any income, profits or gains earned, accrued or received on or before Completion or any Event occurring on or before Completion includes a reference to any Tax Liability of the Company resulting from the sale of the Shares pursuant to the Agreement ,including, but not limited to, any liability arising under Section 179 TCGA, Sections 780-781 CTA (formerly paragraph 58 of Schedule 29 FA 2002), paragraph 3 of Schedule 7 FA 2003 and paragraph 9 of Schedule 7 FA 2003. 4.1 The definition of “Event” is important as it determines the circumstances in which a claim can be brought under the Tax Deed. The definition is normally very wide and attempts to capture all circumstances which may lead to a tax liability crystallising. The definition is very widely used, and underpins the entire tax covenant.
4.2 The above drafting seeks to cover all eventualities: a more economical form of words, which probably has the same coverage is:
“ means any transaction, circumstance, state of affairs, act, event or omission of whatever nature ”
4.3 The three above clauses are not normally grouped together in the Definitions section of the tax covenant; they have been put together here, as they are all closely linked to the definition of Event.
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