Common use of CONDUCT OF OTHER TAX AFFAIRS Clause in Contracts

CONDUCT OF OTHER TAX AFFAIRS. 7.1. Subject to paragraph ‎4 and the other provisions of this paragraph ‎7, the Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which are not Pre-Closing Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit. 7.2. In respect of any accounting period commencing prior to Closing and ending after Closing (“Straddle Period”), the Buyer shall procure that the Tax Returns of the Company shall be prepared in a manner consistent with past practices and without a change of any accounting method (except to the extent necessary to comply with applicable law or generally accepted accounting practice). 7.3. The Buyer shall procure that the Company shall provide to the Seller all Tax Returns relating to the Straddle Period no later than ten Business Days before the date on which such Tax Returns are required to be filed with the appropriate Tax Authority without incurring interest or penalties. The Buyer shall further procure that the Company shall take the Seller’s reasonable comments into account and incorporate all reasonable suggested amendments which the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agents, before those Tax Returns are submitted to the appropriate Tax Authority. 7.4. The Seller shall (at the Seller’s expense) provide the Buyer and the Company with all reasonable assistance, co-operation and information in respect of the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiations, correspondence and agreements in respect of the Company's Tax Liability.

CONDUCT OF OTHER TAX AFFAIRS. 7.1. 13.1 Subject to paragraph ‎4 9 and the other provisions of this paragraph ‎7following sub-paragraphs, the Buyer Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of the Company Target Companies which are not Prepre-Closing Tax Affairs tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, it in its absolute discretion, discretion considers fit, provided that the Purchaser shall ensure that all such tax affairs relating to periods prior to Closing are dealt with in an expeditious manner. 7.2. 13.2 In respect of any accounting period for Corporation Tax purposes commencing prior to Closing and ending after Closing (the Straddle Period) and in respect of any accounting period commencing prior to Closing and ending after Closing (“Straddle Period”)for the purposes of any other tax, the Buyer Purchaser shall procure that the Tax Returns tax returns of the each Target Company shall be prepared in on a manner basis which is consistent with past practices and without a change the manner in which the tax returns of any that Target Company were prepared for all accounting method periods ending prior to Closing (except save to the extent necessary to comply with required by law, any applicable law regulation or generally accepted applicable accounting practiceprinciples). 7.3. 13.3 The Buyer Purchaser shall procure that the Company shall Target Companies provide to the relevant Seller all tax returns for Corporation Tax Returns purposes relating to the Straddle Period no later than ten 30 Business Days before the date on which such Tax Returns tax returns are required to be filed with the appropriate Tax Authority tax authority without incurring interest or penalties. The Buyer Purchaser shall further procure that the Company shall take the Seller’s reasonable comments into account and incorporate all reasonable suggested amendments which the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agentsthat, before those Tax Returns the tax returns are submitted to the appropriate Tax Authority. 7.4tax authority, the Target Companies shall take into account any such comments made by the relevant Seller as the Purchaser (acting reasonably) considers to be reasonable, to the extent that those comments do not relate solely to matters occurring after Closing. 13.4 The relevant Seller shall (at provide such assistance as the Seller’s expense) provide the Buyer and the Company with Purchaser shall reasonably request in preparing all reasonable assistance, co-operation and information in respect tax returns of the Target Companies relating to the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiations, correspondence and agreements in respect of the Company's Tax LiabilityPeriod.

CONDUCT OF OTHER TAX AFFAIRS. 7.1. 12.1 Subject to paragraph ‎4 8 and to the other provisions of this paragraph ‎7following sub-paragraphs, the Buyer Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of each of the Company Target Companies which are not Prepre-Closing Tax Affairs tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fit. 7.2. 12.2 In respect of any accounting period commencing prior to Closing and ending after Closing (“the Straddle Period”), ) the Buyer Purchaser shall procure that the Tax Returns tax returns of the each Target Company shall be prepared in on a manner basis which is consistent with past practices and without a change of any the manner in which those tax returns were prepared for all accounting method (except periods ending prior to the extent necessary to comply with applicable law or generally accepted accounting practice)Closing. 7.3. 12.3 The Buyer Purchaser shall procure that the Company shall Target Companies provide to the Seller all Tax Returns tax returns relating to the Straddle Period no later than ten 10 Business Days before the date on which such Tax Returns tax returns are required to be filed with the appropriate Tax Authority tax authority without incurring interest or penalties. The Buyer Purchaser shall further procure that the Company Target Companies shall take the Seller’s reasonable comments into account and incorporate all reasonable suggested amendments which the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agents, before those Tax Returns such tax returns are submitted to the appropriate Tax Authoritytax authority. 7.4. 12.4 The Seller shall (at provide such assistance as the Purchaser shall reasonably request in preparing all tax returns relating to the Straddle Period. 12.5 Notwithstanding the provisions of paragraphs 12.1, 12.2 and 12.3 above the Purchaser shall not, and shall procure that none of the Target Companies shall, without the written consent of the Seller’s expense) provide , take any voluntary action under the Buyer and provisions of any enactment or regulation relating to tax if such action would adversely affect the Company with all reasonable assistance, co-operation and information in respect liability of the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiations, correspondence and agreements in respect of the Company's Tax LiabilitySeller under this Schedule.

CONDUCT OF OTHER TAX AFFAIRS. 7.1. 13.1 Subject to paragraph ‎4 9 and to the other provisions of this paragraph ‎7following sub paragraphs, the Buyer Share Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of each of the Company Target Companies which are not Pre-pre Closing Tax Affairs tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fit. 7.2. 13.2 In respect of any accounting period commencing prior to Closing and ending after Closing (“the Straddle Period”), ) the Buyer Share Purchaser shall procure that the Tax Returns tax returns of the each Target Company shall be prepared in on a manner basis which is consistent with past practices and without a change the manner in which the tax returns of any the Target Companies were prepared for all accounting method (except periods ending prior to the extent necessary to comply with applicable law or generally accepted accounting practice)Closing. 7.3. 13.3 The Buyer Share Purchaser shall procure that the Company shall Target Companies provide to the Seller Share Sellers all Tax Returns tax returns relating to the Straddle Period no later than ten 10 Business Days before the date on which such Tax Returns tax returns are required to be filed with the appropriate Tax Authority tax authority without incurring interest or penalties. The Buyer Share Purchaser shall further procure that the Company Target Companies shall take amend the Seller’s tax returns in accordance with the Share Sellers’ reasonable comments into account and incorporate all reasonable suggested amendments which before the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agents, before those Tax Returns tax returns are submitted to the appropriate Tax Authoritytax authority; such comments to be provided by the Share Sellers as soon as is reasonably practicable and, where the tax return was provided no later than 10 Business Days before the date such tax return is required to be filed with the appropriate tax authority without incurring interest or penalties, no later than 5 Business Days before that filing date. 7.4. 13.4 The Seller Share Sellers shall (at provide such assistance as the Seller’s expense) provide Share Purchaser shall reasonably request in preparing all tax returns relating to the Buyer Straddle Period. 13.5 Notwithstanding the provisions of paragraphs 13.1, 13.2 and 13.3 above the Company with all reasonable assistanceShare Purchaser shall not, co-operation and information in respect shall procure that each of the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiationsTarget Companies shall not, correspondence and agreements in respect without the written consent of the Company's Tax LiabilityShare Sellers (such written consent not to be unreasonably withheld), take any action under the provisions of any enactment or regulation relating to tax if such action would adversely affect the liability of the Share Sellers under this Schedule. 1. In relation to Inter-Company Trading Debt: (a) the Purchasers shall procure that any Inter-Company Trading Debt which is owed by any Target Company is paid by that Target Company to the company to which the relevant Inter-Company Trading Debt is owed, within 30 days of the Closing Date; such payments shall be made in accordance with clause 25.1; and (b) the Sellers shall procure that any Inter-Company Trading Debt which is owed by any member of the Sellers’ Group is paid by that member to the relevant Target Company within 30 days of the Closing Date; such payments shall be made in accordance with clause 25.2.

CONDUCT OF OTHER TAX AFFAIRS. 7.1. 12.1 Subject to paragraph ‎4 paragraphs 8 and 13, and subject to the other provisions of this paragraph ‎7following sub paragraphs, the Buyer Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of the Target Company which are not Pre-pre Closing Tax Affairs tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fitfit provided that the Purchaser shall ensure that all such tax affairs relating to periods prior to Closing are dealt with in an expeditious manner. 7.2. 12.2 In respect of any accounting period for corporation tax purposes commencing prior to Closing and ending after Closing (the Straddle Period) and in respect of any accounting period commencing prior to Closing and ending after Closing (“Straddle Period”), for the Buyer purposes of any other tax the Purchaser shall procure that the Tax Returns tax returns of the Target Company shall be prepared in on a manner basis which is consistent with past practices and without a change of any the manner in which those tax returns were prepared for all accounting method periods ending prior to Closing (except where it is necessary to the extent necessary depart from that manner in order to comply with applicable the law or generally accepted accounting practiceprinciples applicable to the Target Company from time to time). 7.3. 12.3 The Buyer Purchaser shall procure that the Target Company shall provide provides to the Seller all Tax Returns tax returns for corporation tax purposes relating to the Straddle Period no later than ten 15 Business Days before the date on which such Tax Returns tax returns are required to be filed with the appropriate Tax Authority tax authority without incurring interest or penalties. The Buyer Purchaser shall further procure that the Target Company shall take the Seller’s reasonable comments into account and incorporate all reasonable suggested amendments which before the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agents, before those Tax Returns tax returns are submitted to the appropriate Tax Authoritytax authority. 7.4. 12.4 The Seller shall (at provide such assistance as the Seller’s expense) provide the Buyer and the Company with Purchaser shall reasonably request in preparing all reasonable assistance, co-operation and information in respect of tax returns relating to the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiations, correspondence and agreements in respect of the Company's Tax LiabilityPeriod.