3.1.4 as a result of a change of accounting policy or practice, except where such change is reasonably necessary so as to ensure compliance with generally accepted accounting principles and practice as existing at Completion;
It is arguable that this exclusion is no longer needed as changes of accounting policy will almost invariably result in timing rather than absolute differences.
3.1.5 as a result of a change in the accounting period of the Company after Completion;
3.1.6 by a voluntary act or transaction of the Company or the Buyer after Completion, which the Buyer knew, or should reasonably have known, would give rise to, or increase, the Tax Cost in question and which was carried out without the consent in writing of the Covenantors, but excluding any act or transaction:
(a)
required by law; or
(b) carried out as a result of an obligation of the Company entered into before Completion; or
(c)
carried out with the written consent of the Covenantors; or
(d) carried out in the ordinary course of the business of the Company as being carried on at Completion;
3.1.7 as a result of a failure by the Company or the Buyer after Completion to make any election, claim, surrender or disclaimer in relation to Taxation, the making of which is or was taken into account in computing any provision for Taxation in the Last Accounts but only to the extent that the Buyer has been notified in the Disclosure Letter, with specific reference to this clause, of the need to make such election, claim, surrender or disclaimer;
It is arguable that this exclusion is no longer needed on the basis that nearly all claims or elections would represent a timing difference for the purposes of deferred tax.
3.1.8 as a result of a failure of the Buyer to comply, or to comply promptly, with its obligations under Clauses 9.6 and 9.7, except where such failure is carried out at the request or with the approval of the Covenantors; 3.1.9 in the period between the Last Accounts Date and Completion and only arises or is increased as a result of valid claims and elections which were assumed in preparing the Completion Accounts being ignored in computing the tax provision in question . For this purpose, claims and elections are deemed to be valid if they would have beenvalid on the basis that Completion represented the end of an accounting period for tax purposes;
3.1.10 solely as a result of the Company becoming a member of the Buyer’s group for the purposes of any Tax;
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