BEEN ENGAGED IN
ANY TRANSACTION IN RESPECT OF WHICH FOR ANY TAXATION PURPOSE THE CONSIDERATION
HAS BEEN TREATED DIFFERENTLY FROM THE ACTUAL CONSIDERATION GIVEN OR RECEIVED BY
IT.
16.19
NO GROUP COMPANY HAS MADE A CLAIM UNDER TCGA SECTIONS 242-244
(INCLUSIVE) SECTIONS 152 TO 158 (INCLUSIVE) AND NO CLAIM OR OTHER CLAIM HAS BEEN
MADE BY ANY OTHER PERSONS WHICH AFFECTS OR COULD AFFECT THE AMOUNT OR VALUE OR
THE CONSIDERATION FOR THE ACQUISITION OF ANY ASSET BY ANY GROUP COMPANY TAKEN
INTO ACCOUNT IN CALCULATING LIABILITY TO CORPORATION TAX ON CHARGEABLE GAINS ON
A SUBSEQUENT DISPOSAL.
Tax Clearances
16.20
THE DISCLOSURE LETTER CONTAINS DETAILS OF ALL TRANSACTIONS, SCHEMES
OR ARRANGEMENTS IN RESPECT OF WHICH ANY GROUP COMPANY HAS BEEN A PARTY OR HAS
OTHERWISE BEEN INVOLVED IN RESPECT OF WHICH A STATUTORY CLEARANCE APPLICATION
WAS MADE, TOGETHER WITH COPIES OF ALL RELEVANT APPLICATIONS FOR CLEARANCES AND
COPIES OF ALL CLEARANCES OBTAINED PURSUANT THERETO, ALL SUCH CLEARANCES HAVING
BEEN OBTAINED ON THE BASIS OF FULL AND ACCURATE DISCLOSURE OF ALL MATERIAL FACTS
AND CONSIDERATIONS RELATING THERETO, AND ALL SUCH TRANSACTIONS, SCHEMES OR
ARRANGEMENTS HAVE BEEN IMPLEMENTED STRICTLY IN ACCORDANCE WITH THE TERMS OF SUCH
CLEARANCES.
VAT
16.21
EACH GROUP COMPANY IS SEPARATELY REGISTERED FOR VAT PURPOSES AND HAS
NEVER BEEN TREATED AS A MEMBER OF A GROUP UNDER SECTION 43 VATA.
16.22
NO GROUP COMPANY:
16.22.1
MAKES SUPPLIES OTHER THAN TAXABLE SUPPLIES FOR THE PURPOSES OF VAT;
16.22.2
IS THE GRANTOR OR GRANTEE OF ANY INTEREST IN LAND IN RESPECT OF WHICH
AN ELECTION HAS BEEN MADE TO WAIVE EXEMPTION FROM VAT; AND
16.22.3
HAS AN INTEREST IN ANY CAPITAL ITEMS TO WHICH REGULATION 113 OF THE
REGULATIONS APPLIES OR COULD APPLY.
16.23
EACH GROUP COMPANY OBTAINS CREDIT FOR ALL INPUT TAX PAID OR SUFFERED
BY IT.
16.24
EACH GROUP COMPANY HAS AT ALL TIMES ISSUED CORRECT TAX INVOICES TO
ALL PERSONS PROPERLY REQUIRING THE SAME IN RESPECT OF ITS TAXABLE SUPPLIES
EITHER BY WAY OF GOODS OR OF SERVICES AND HAS LIKEWISE REQUESTED AND RECEIVED
ALL APPROPRIATE TAX INVOICES FROM ITS SUPPLIERS AND OTHERS
AND HAS KEPT ALL NECESSARY RECORDS AND DOCUMENTS REQUIRED TO COMPLETE AND VERIFY
ITS VAT RETURNS.
16.25
EACH GROUP COMPANY HAS IN ALL MATERIAL RESPECTS COMPLIED WITH THE
VAT LEGISLATION AND COMPLIED IN ALL MATERIAL RESPECT WITH ALL REGULATIONS,
NOTICES, ORDERS, PROVISIONS, DIRECTIONS AND CONDITIONS RELATING TO VAT.
16.26
NO GROUP COMPANY IS IN ARREARS WITH ANY PAYMENTS OR RETURNS UNDER
THE VAT LEGISLATION OR LIABLE TO ANY ABNORMAL OR NON-ROUTINE PAYMENT OR ANY
FORFEITURE, PENALTY, INTEREST OR SURCHARGE OR TO THE OPERATION OF ANY PENAL
INTEREST OR SURCHARGE PROVISIONS CONTAINED IN SUCH LEGISLATION.
16.27
NO GROUP COMPANY IS NOR HAS IT AGREED TO BECOME AGENT (FOR THE
PURPOSES OF SECTION 47 VATA) OF ANY PERSON WHO IS NOT RESIDENT IN THE UNITED
KINGDOM.
Stamp duty and Stamp Duty Land Tax
16.28
ALL DOCUMENTS WHICH ESTABLISH OR ARE NECESSARY TO ESTABLISH THE
TITLE OF EACH GROUP COMPANY TO ANY ASSET, OR TO ENFORCE ANY