1.2.8 “ Recovery ” means any amount which the Buyer or the Company recovers from some other person (other than the Buyer, but including any Tax Authority) in respect of a Tax Cost in respect of which payment has fallen due from the Covenantors under this Tax Deed;
1.2.9 “ Relief ” includes, but is not limited to, any relief, loss, allowance, credit, set off, deduction or exemption for any Tax purpose and any right to a repayment of Tax;.
1.2.10 “Sellers’ Relief” means any Relief arising in the Company before Completion which is not a Buyer’s Relief.
1.2.11 “ Tax ” or “ Taxation ” includes (without limitation) all forms of taxation and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, levies, withholdings, social security contributions, deductions or amounts in the nature of taxation, whenever and by whatever Tax Authority imposed and whether of the United Kingdom or elsewhere, irrespective of the person against or to whom the same are directly or primarily chargeable, and Deferred Taxation, together with all related interest, fines and penalties, but excluding stamp duty, penalties or interest in respect of stamp duty and excluding business property rates; Deferred Tax is now expressly included within the definition of Taxation: if the Deferred Tax liabilities are underprovided in the Completion Accounts, the Buyer is able to claim under the tax covenant. There is an exclusion of stamp duty (and the related interest and penalties) due to the wording of Section 117, Stamp Act 1891 and the prospect of any covenant being void by virtue of that Section. 1.2.12 “ Tax Authority ” means the Inland Revenue, HM Customs and Excise, HM Revenue and Customs, the Department of Social Security and any other governmental or other authority whatsoever which has the competence to impose or collect any Tax whether in the United Kingdom or elsewhere; (i) any claim, notice, demand, assessment (including self-assessment), letter or other document issued, or action taken, by or on behalf of any Tax Authority or person, or (ii) the preparation or submission of any accounts, Deferred Tax schedules, notice, return, assessment, letter or other document by the Buyer, the Company, or any other person, 1.2.13 “ Tax Claim ” means:
from which it appears that there is or may be a Tax Cost or other liability in relation to which the Buyer could make a claim under this Deed
Made with FlippingBook Learn more on our blog