1.2.13 “Understatement” means any amount by which the assets in respect of Taxation of the Company (other than in respect of deferred tax) are greater than the amounts at which they are stated in the Completion Accounts for reasons other than the use of a Buyer’s Relief;
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 Reference to a payment in respect of Tax includes (without limitation) a payment by way of reimbursement, recharge, indemnity or damages in respect of Tax.
1.5 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.
1.6 Any reference to something occurring in the ordinary course of business shall, without prejudice to the generality thereof, be deemed not to include:
(i)
any interest, penalty, fine or surcharge in connection with taxation;
(ii) any legal, entertaining or other revenue expenditure which is not deductible against the profits of the Company, and which is greater than the rate of such similar expenditure in the last complete accounting period of the Company; (iii) any taxation (other than PAYE or employee NICs) which is primarily attributable to another person, but only to the extent of the amount not recovered from that person;
(iv) any failure to deduct tax, or any failure to deduct, charge, recover or account for tax;
(v) any Taxation arising from the Company being treated as the UK representative of a non-UK person;
(vi) any transaction where the consideration for tax purposes is different to the actual consideration (but only to the extent of the difference);
(vii) any deemed (as opposed to actual) disposal for tax purposes;
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