THE LAST ACCOUNTS DATE,
SHOULD HAVE BEEN REFLECTED IN THE PROVISIONS FOR DEFERRED TAX CONTAINED IN THE
ACCOUNTS.
Compliance
16.2
ALL NECESSARY INFORMATION, NOTICES, RETURNS, PARTICULARS,
DECLARATIONS, ENTRIES, CLAIMS FOR RELIEFS AND COMPUTATIONS HAVE BEEN PROPERLY
AND DULY SUBMITTED ON TIME BY EACH GROUP COMPANY TO THE RELEVANT TAX AUTHORITY
AND SUCH SUBMISSIONS ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS, HAVE BEEN
PREPARED ON A PROPER BASIS, AND ARE NOT THE SUBJECT OF ANY QUESTION OR DISPUTE
NOR (SO FAR AS THE WARRANTOR IS AWARE) ARE LIKELY TO BECOME THE SUBJECT OF ANY
QUESTION OR DISPUTE REGARDING LIABILITY OR POTENTIAL LIABILITY OF ANY GROUP
COMPANY TO ANY TAX OR REGARDING THE AVAILABILITY TO ANY GROUP COMPANY OF ANY
RELIEF.
16.3
WITHIN THE SEVEN YEARS COMMENCING BEFORE THE DATE HEREOF NO GROUP
COMPANY HAS BEEN THE SUBJECT OF ANY NON-ROUTINE INVESTIGATION, AUDIT OR
DISCOVERY BY OR INVOLVING ANY INVESTIGATION UNIT OF ANY TAX AUTHORITY, AND NO
GROUP COMPANY HAS PAID OR BECOME LIABLE TO PAY ANY PENALTY, SURCHARGE, FINE OR
INTEREST IN RESPECT OF TAX, AND THERE ARE NO EXISTING CIRCUMSTANCES WHICH MAKE
IT LIKELY THAT A GROUP COMPANY WILL, IN THE FORESEEABLE FUTURE, BE SO SUBJECT,
OR WILL INCUR ANY SUCH LIABILITY.
16.4
THE DISCLOSURE LETTER CONTAINS DETAILS OF ALL CLAIMS, WITHDRAWALS
OF CLAIMS, NOTIFICATIONS, DISCLAIMERS OR ELECTIONS ASSUMED TO HAVE BEEN MADE FOR
THE PURPOSES OF THE PROVISIONS OR RESERVES FOR TAX INCLUDED IN THE ACCOUNTS THAT
HAVE NOT ACTUALLY BEEN MADE AT THE DATE HEREOF, AND OF ANY CURRENT AGREEMENTS OR
ARRANGEMENTS BETWEEN EACH GROUP COMPANY AND ANY TAX AUTHORITY FOR ITS TAXATION
ON ANY CONCESSIONARY BASIS (OTHER THAN PURSUANT TO PUBLISHED EXTRA-STATUTORY
CONCESSIONS).
16.5
ALL TAX FOR WHICH ANY GROUP COMPANY IS LIABLE (INSOFAR AS SUCH TAX
OUGHT TO HAVE BEEN PAID) HAS BEEN PAID, EACH GROUP COMPANY HAS DULY DEDUCTED ALL
AMOUNTS FROM ANY PAYMENTS FROM WHICH TAX FALLS TO BE DEDUCTED AT SOURCE, AND
EACH HAS DULY PAID OR ACCOUNTED FOR SUCH AMOUNTS TO THE RELEVANT TAX AUTHORITY.
Residence/overseas activities
16.6
EACH GROUP COMPANY IS AND HAS ALWAYS BEEN RESIDENT IN THE UNITED
KINGDOM FOR THE PURPOSES OF TAXATION AND IS NOT AND HAS NEVER BEEN RESIDENT IN
ANY OTHER JURISDICTION, OR TRADED THROUGH A BRANCH, AGENCY OR PERMANENT
ESTABLISHMENT SITUATED OUTSIDE THE UNITED KINGDOM.
Close Company
16.7
NO GROUP COMPANY HAS PRIOR TO COMPLETION CARRIED OUT ANY
TRANSACTIONS WHICH MIGHT BE CONSIDERED TO BE A DISTRIBUTION WITHIN THE MEANING
OF SECTION 418 OF TA.
16.8
NO GROUP COMPANY HAS PRIOR TO COMPLETION CARRIED OUT ANY
TRANSACTIONS WHICH MIGHT GIVE RISE TO A TAXATION LIABILITY UNDER SECTION 419 TO
422 OF TA.
16.9
NO GROUP COMPANY HAS IN ANY ACCOUNTING PERIOD BEGINNING AFTER 31
MARCH 1989 BEEN A CLOSE INVESTMENT HOLDING COMPANY AS DEFINED IN SECTION 13A OF
TA.
Distributions, etc.
16.10
NO GROUP COMPANY HAS:
16.10.1
MADE ANY DISTRIBUTION OR DEEMED DISTRIBUTION WITHIN THE MEANING OF
SECTION 209 OR 210 TA EXCEPT AS PROVIDED FOR IN ITS AUDITED ACCOUNTS NOR IS ANY