Tax Returns 10.1. The Covenantor or its duly authorised agents shall prepare the tax returns and computations of the Company for all accounting periods ending on or prior to the Accounts Date, to the extent that the same shall not have been prepared before Completion, subject to such tax returns being submitted in draft form to the Purchaser or its duly authorised agents for comment a reasonable time before the same are due to be sent to the relevant tax authority. If the U.K. Purchaser or its duly authorised agents shall make any comments or suggestions and communicate them to the Covenantor within a reasonable time of receipt by the Purchaser of such draft tax returns, the Covenantor shall not unreasonably refuse to adopt such comments or suggestions. 10.2. The Purchaser shall procure that the returns and computations mentioned in clause 9.1 shall be authorised, signed and submitted to the appropriate tax authority without amendment or with such amendments as the Covenantor shall approve, such approval not to be unreasonably withheld or delayed, and shall give the Covenantor or its agents all such reasonable assistance as may be required to agree those returns and computations with the appropriate authorities PROVIDED THAT the Purchaser shall not be obliged to take any such action as is mentioned in this clause 9.2 in relation to any return that is not complete and accurate in all material respects. 10.3. The Covenantor or its duly authorised agents shall prepare all documentation and will have conduct of all matters (including correspondence) relating to the tax returns and computations of a Group Company for all accounting periods ended on or prior to the Balance Sheet Date provided that the Covenantor shall not without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the Inland Revenue or other relevant taxation authority or agree any matter with the Inland Revenue or other relevant taxation authority. 10.4. The Purchaser shall procure that a Group Company affords such access to its books, accounts and records as is necessary and reasonable to enable the Covenantor or its duly authorised agents to prepare the tax returns and computations of a Group Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this clause 9. 10.5. The Purchaser or its duly authorised agents shall prepare the tax returns and computations of a Group Company for the accounting period in which Completion falls, subject to all such computations and replies to enquires from the Inland Revenue or other relevant taxation authority being submitted in draft form to the Covenantor for comment, and the Purchaser or its duly authorised agents shall not unreasonably refuse to adopt such comments.
Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.