This excerpt taken from the CSTR 8-K filed May 4, 2006.
provided that:
2.1.7
in cases falling within paragraph 2.1.2 of this part 1 where the Relief lost:
2.1.7.1
is a right to a repayment of Tax, the Tax Liability shall be treated as being equal to the amount of Tax which would have been repaid but for such loss;
2.1.7.2
would have operated as a deduction from gross income, profits or gains, the Tax Liability shall be treated as being an amount equal to the earliest liability of the Company to make
an actual payment of Tax which could have been avoided by the use or set off of that Relief had it not been lost;
2.1.8
in cases falling within paragraph 2.1.3 of this part 1, the Tax Liability shall be treated as being equal to the amount of Tax for which the Company would have been liable had that
liability not been set off or otherwise extinguished by the use or set off of the Relief in question; and
2.1.9
in any case falling within paragraphs 2.1.4, 2.1.5 or 2.1.6 of this part 1, the Tax Liability shall be treated as being equal to the amount of the payment required to be paid or
repaid.
2.2
In interpreting and applying this schedule:
2.2.1
references to a part are references to one of parts 1 to 4 of this schedule;
2.2.2
any reference to any Event occurring or to anything being the case includes any Event which is deemed to occur and anything which is deemed to be the case for Tax purposes;
2.2.3
any reference to income, profits or gains earned, accrued or received or having arisen includes income, profits or gains deemed to be or treated as being earned, accrued or received
or as having arisen for any Tax purposes;
65
2.2.4
any reference to an Event occurring “in the ordinary course of the Company’s business” in this schedule shall not include:
2.2.4.1
any transaction or arrangement or series of transactions or arrangements which relate to or involve the acquisition or disposal of an asset or the supply of services (including the
lending of money, or the hiring or licensing of tangible or intangible property) which is not entered into on arm’s length terms but only (in the case of an acquisition of an asset or the receipt of services) to the extent of the excess (if
any) of the consideration actually paid over the consideration deemed to have been paid and (in the case of a disposal of an asset or the supply of services) to the extent of the excess (if any) of the consideration deemed to have been received over
the consideration actually received;
2.2.4.2
any transaction or arrangement or series of transactions or arrangements which relate to or involve any company becoming or ceasing to be treated as a member of a group of companies
or as becoming or ceasing to be associated or connected with any other person for Tax purposes;
2.2.4.3
anything which involves, or leads directly or indirectly to, the receipt by a Company of any demand in respect of any Tax Liability (other than in respect of income tax payable via
the pay as you earn system, national insurance contributions or VAT) of, or properly attributable to, another person (other than another Company);
2.2.4.4
any transaction or arrangement or series of transactions or arrangements which include any step or steps having no commercial or business purpose other than the reduction, avoidance
or deferral of a Tax Liability;
2.2.4.5
any distribution (within the meaning of Part VI section 418 ICTA) or deemed distribution;
2.2.4.6
any Event which gives rise to a Liability to Taxation in respect of deemed (as opposed to actual) income, profits or gains;
2.2.4.7
the creation, cancellation or reorganisation of any share or loan capital of the Company;
2.2.4.8
the failure by the Company to deduct or account for Taxation;
2.2.4.9
2.2.4.11 any Event giving rise to any fine, penalty, surcharge, interest or other imposition relating to Taxation but only in circumstances where such fine,
penalty, surcharge, interest or other imposition relating to Taxation results from a deliberate
66
failure by the Seller to pay such on the last date such Taxes are due.
2.2.5
Any reference to the last date on which a payment of Tax can be made or to the last date on which the Company is liable to make an actual payment of Tax (and cognate expressions)
shall be interpreted as meaning the last date on which a payment in respect of Tax can be made to the appropriate Tax Authority without incurring a liability (contingent or otherwise) to interest or a charge or penalty in respect of late payment of
such Tax.
2.2.6
References to United Kingdom statutory provisions shall include where appropriate the equivalent provisions in other jurisdictions.
