Common use of CORPORATION TAX RETURNS Clause in Contracts

CORPORATION TAX RETURNS. 10.1 The Vendor or its duly authorised agents will at the Company’s cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion, to the extent that they have not been prepared before Completion, and will submit them to the Purchaser. 10.2 The Purchaser will procure that the Company causes the returns and computations mentioned in paragraph 10.1 to be authorised, signed and submitted to the Company’s Inspector of Taxes without amendment or with such amendments as the Purchaser may reasonably request provided that the Purchaser shall not be required to procure that the Company authorises, signs and submits any return or computation which the Purchaser reasonably considers is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agents. 10.3 The Vendor or its duly authorised agents will prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating to the agreement of such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents such access to the Company’s books, accounts and records as is reasonable to enable the Vendor or its duly authorised agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion and conduct matters relating to them in accordance with this paragraph 10. 10.5 The Purchaser will procure that the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consents. 10.6 In relation to the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not this paragraph 10.

CORPORATION TAX RETURNS. 10.1 7.1 The Vendor Sellers or its their duly authorised agents will agent shall, at the Company’s Sellers’ cost and expense (provided such costs and expenses are reasonable and proper) expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionthe Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 7.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 7.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably request be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 7.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 7.3 The Sellers or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall, at the Sellers’ cost and expense, prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date, provided that the Sellers shall not, without the prior written consent of such corporation tax returns the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a relevant Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeAuthority. 10.4 7.4 The Purchaser will Buyer shall procure that the Company affords Company, at the Vendor or its duly authorised agents Sellers’ cost and expense, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Sellers or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 107. 10.5 7.5 The Purchaser will procure Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion the Accounts Date are prepared and agreed with the relevant Taxation Authority as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things soon as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspossible. 10.6 In relation to 7.6 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor.doubt: 10.7 If any document is issued or (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 8 shall take precedence over the provisions of this paragraph 107; and (b) the provisions of this paragraph 7 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 The Vendor or its duly authorised agents 9.1 Subject to this clause 9, the Purchaser will at the Company’s cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations have exclusive conduct of all Taxation affairs of the Company and the Subsidiaries after Completion. 9.2 The Purchaser or their duly authorised agent shall prepare the Tax Returns, and shall have conduct of all matters (including correspondence) relating to the Tax Returns of the Company and the Subsidiaries for all accounting periods ended commencing on or before Completion, to the extent that they the same have not been prepared and filed before Completion, and will submit them to the PurchaserManagement Shareholders. 10.2 9.3 All documents prepared under clause 9.2 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 standards) and providing the Time Limit falls at least 3 months after Completion must be submitted in draft form by the Purchaser to the Management Shareholders or their duly authorised agents at least 10 Business Days before any Time Limit. The Purchaser will procure that shall incorporate all reasonable comments and suggested amendments made by the Company causes the returns and computations mentioned in paragraph 10.1 to be authorised, signed and submitted to the Company’s Inspector of Taxes without amendment or with such amendments as the Purchaser may reasonably request provided that the Purchaser shall not be required to procure that the Company authorises, signs and submits any return or computation which the Purchaser reasonably considers is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agents. 10.3 The Vendor Management Shareholders or its duly authorised agents will prepare all documentation and deal with all matters (including correspondence) relating to providing such comments are received at least 5 Business Days before the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. Time Limit. 9.4 The Vendor will keep the Purchaser informed of all material matters relating to the agreement of such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords and the Vendor or its duly authorised agents Subsidiaries provide such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Management Shareholders or its their duly authorised agents agent to prepare review the corporation tax returns and computations Tax Returns of the Company and the Subsidiaries for all accounting periods ended commencing on or before Completion and conduct matters relating to them in accordance with this paragraph 10clause 9. 10.5 9.5 The Management Shareholders shall provide the Purchaser will procure that and the Company promptly makes or gives such claimswith all reasonable assistance, electionsco-operation and information requested in connection with Tax Returns outstanding at Completion and in connection with all negotiations, surrenders correspondence and consents agreements relating to the Company’s Tax affairs for accounting periods commencing before Completion. 9.6 For the avoidance of doubt the provisions of this clause 9 shall not prejudice the rights of the Purchaser to make a claim under this Management Tax Covenant for any Liability for Taxation and shall not xxxxxx the ability of any member of the Purchaser’s Tax Group to take any action in relation to Taxation a Liability for all accounting periods Taxation. 9.7 For the avoidance of doubt, where the Warranty & Indemnity Insurance allows or permits the insurer to give the Purchaser instructions relating to document that would fall within this clause 9, and such instructions conflict with those of the Company ended on or before Completion as Management Sellers, the Vendor reasonably requests insurers’ instructions shall prevail and acting in writing and which were assumed to have been made in the audited accounts accordance with those instructions shall not be a voluntary act for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender purposes of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consentsclause 4.1.12. 10.6 In relation to the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not this paragraph 10.

CORPORATION TAX RETURNS. 10.1 6.1 The Vendor or its duly authorised agents will shall at the Company’s Vendor's cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Group Company for all accounting periods ended on or before prior to Completion, to . To the extent that they the same shall not have not been prepared before Completion, and will the Vendor or its duly authorised agents shall submit them to the PurchaserPurchaser for onward submission to the relevant Taxation Authority. 10.2 6.2 The Purchaser will shall procure that the Company causes the returns and computations mentioned in paragraph 10.1 to Clause 6.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or only with such amendments as the Purchaser reasonably considers to be necessary and shall give the Vendor or its agents all such assistance as 98 may reasonably request be required (at the Vendor's cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Purchaser shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this Clause in relation to any return or computation which that is not in the reasonable opinion of the Purchaser reasonably considers is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agentsrespects. 10.3 6.3 The Vendor or its Vendor's duly authorised agents will shall at the Vendor's cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Group Company for all accounting periods ended on or prior to the Completion, provided that the Vendor 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 relevant Taxation Authority or agree any matter with the relevant Taxation Authority unless necessary to make an appeal within the permitted time limit. 6.4 The Purchaser shall procure that the Group Company, at the Vendor's cost and expense, affords such access to its books, accounts and records as is necessary and reasonable to enable the Vendor's duly authorised agents to prepared the corporation tax returns and computations of the Group Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating to the agreement of such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents such access to the Company’s books, accounts and records as is reasonable to enable the Vendor or its duly authorised agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion and conduct matters relating to them in accordance with this paragraph 10Clause. 10.5 6.5 The Vendor and the Purchaser will agree to take (and the Purchaser agrees to procure that the Group Company promptly makes or gives such claims, elections, surrenders shall take) all reasonable steps to ensure that the corporation tax returns and consents in relation to Taxation computations of the Group Company for all accounting periods of the Company ended on or before the Completion Date are prepared and agreed with the relevant Taxation Authority as soon as possible. 6.6 The Purchaser shall procure that each Group Company shall sign and deliver to the Vendor all such letters, claims, surrenders, applications and elections and do all such other acts as the Vendor may reasonably requests request for the purpose of enabling the Vendor to minimise the liability to taxation for each Group Company in writing relation to the profits and which were assumed to have been made losses of each Group Company in the audited accounts financial periods of the Company up to and including that ended on the Reference Accounts date and for the accounting period from the Reference Accounts Date to Completion (without however the Vendor being under any liability to reduce the Group Companies net taxation liability below that set out in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or . 6.7 The Purchaser shall procure that each Group Company will surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect group relief losses to such claimscompany or companies in the Vendor's Group as the Vendor shall direct to the extent that such losses have not been utilised in accordance with Clause 6.6 and will also procure that copies of all documentation relating to such surrenders shall be submitted to the Vendor prior to submission to the relevant Taxation Authority, elections, surrenders or consentstogether with any relevant correspondence from time to time. 10.6 In relation to the tax return for the accounting period current at Completion, the 6.8 The Purchaser shall or shall procure that the Company shall afford corporation tax computations already submitted to the Vendor a reasonable opportunity relevant Taxation Authority for periods up to comment and including the period ended on such document only insofar as it relates to the affairs of Reference Accounts Date will not be altered or amended in any way without the Company whilst it was under the control prior written approval of the Vendor. 10.7 If 6.9 The Purchaser shall procure that no changes are made to the tax returns, computations and other documents mentioned in this Clause 6 as would lead to any document is issued of them effecting the minimisation of tax liability or any matter arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 surrenders directed by the Vendor mentioned by Clause 6.6 and not this paragraph 10.6.7

CORPORATION TAX RETURNS. 10.1 The Vendor or its duly authorised agents will at the Company’s cost 7.1 Subject to sub-paragraph 7.2 and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company to sub-paragraph 7.4, for all accounting periods ended on or before prior to Completion, the Sellers or their duly authorised agents shall, at the Company’s sole cost and expense (to the extent that they an appropriate provision has been made in the Completion Accounts for the preparation of such returns), prepare the tax returns and computations of any member of the Company’s Group for accounting periods ending on or before Completion (the “Pre Completion Returns”) and shall prepare all related documentation and correspondence and shall have conduct of the negotiation and agreement of the Pre Completion Returns. 7.2 The Sellers shall or shall procure that their duly authorised agents shall: (a) submit any Pre Completion Return which has not before Completion been submitted to the applicable Taxation Authority to the Buyer at least 30 days before the date upon which it is required to be filed with the applicable Taxation Authority without incurring interest and penalties; (b) submit copies of all other correspondence and other documents that are to be submitted to any Taxation Authority in connection with the Pre Completion Returns to the Buyer at least 10 Business Days before submission; (c) take account of all reasonable comments made by the Buyer in relation to the Pre Completion Returns, correspondence and other documents; (d) not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to any Taxation Authority or agree any matter with any Taxation Authority; (e) keep the Buyer fully and promptly informed of the progress of any negotiations with any Taxation Authority; and (f) take all reasonable steps and use its best endeavours to ensure that the Pre Completion Returns are prepared and agreed with the applicable Taxation Authority as soon as possible. 7.3 The Buyer shall procure that the Pre Completion Returns and other documentation mentioned in sub-paragraph 7.1 shall, subject to sub-paragraph 7.2 to the extent not authorised signed or submitted before Completion, and will submit them to the Purchaser. 10.2 The Purchaser will procure that the Company causes the returns and computations mentioned in paragraph 10.1 to be authorised, signed and submitted to the Company’s Inspector of Taxes applicable Taxation Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and shall give the Sellers or their agents all such assistance as may reasonably request provided that be required (at the Purchaser Sellers’ cost and expense) to agree the Pre Completion Returns with the applicable Taxation Authority PROVIDED THAT the Buyer shall not be required obliged to procure incur any material cost or expense in doing so or to take any such action in relation to any Pre Completion Return that the Company authorises, signs and submits any return or computation which the Purchaser reasonably considers is not full, true and accurate in all respects. 7.4 The Sellers rights under this paragraph 7 shall cease if in the reasonable opinion of the Buyer: (a) the Sellers are in material respects non-remediable breach of their obligations under sub-paragraph 7.2 or which contains are in material remediable breach and fail to remedy such breach within 14 days following service by the Buyer of a written notice specifying the breach and requiring it to be remedied; or (b) any provision Pre Completion Return or other item document prepared by or on behalf of the Sellers pursuant to sub-paragraph 7.2 is false, misleading, incomplete or inaccurate in any material respect. 7.5 The Buyer or its duly authorised agents shall prepare the tax returns and computations for all accounting periods which has not been provided end after Completion (including for or reflected in the audited accounts for avoidance of doubt the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for starts before and ends after Completion). 7.6 For the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agents. 10.3 The Vendor or its duly authorised agents will prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating to the agreement of such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents such access to the Company’s books, accounts and records as is reasonable to enable the Vendor or its duly authorised agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion and conduct matters relating to them in accordance with this paragraph 10. 10.5 The Purchaser will procure that the Company promptly makes 7 shall not apply or gives such claims, elections, surrenders and consents in relation shall cease to Taxation for all accounting periods of the Company ended on or before Completion as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation apply to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders matter that is or consents. 10.6 In relation to becomes the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs subject of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Claim and that is therefore governed by paragraph 8 of this Tax Claim shall be dealt with under the provisions of paragraph 7 and not this paragraph 10Covenant.

CORPORATION TAX RETURNS. 10.1 8.1 The Vendor Covenantors or its their duly authorised agents will shall (at the Company’s 's cost and expense (provided such costs and expenses are reasonable and properexpense) prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionprior to the Accounts Date, to the extent that they the same shall not have not been prepared before Completion, and will submit them to the Purchaser. 10.2 8.2 The Purchaser will shall procure that the Company causes the returns and computations mentioned in paragraph 10.1 to sub-clause 8.1 shall be authorised, signed and submitted to the Company’s HM Inspector of Taxes without amendment or only with such amendments as the Purchaser may reasonably request provided that the Purchaser shall not be required to procure that the Company authorises, signs and submits any return or computation which the Purchaser reasonably considers is not full, to be necessary so as to make them true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period and as to which the return Covenantors shall agree (such agreement not to be unreasonably withheld or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accountsdelayed) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall give the Covenantors or their agents all such assistance as may reasonably be entitled required (at the Company's cost and expense) to rely entirely on the Vendor agree those returns and its duly authorised agentscomputations with HM Inspector of Taxes. 10.3 8.3 The Vendor Covenantors or its their duly authorised agents will shall (at the Company's cost and expense) prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep prior to the Accounts Date provided that the Covenantors shall not without the prior written consent of the Purchaser informed of all material matters relating (not to the agreement of such corporation tax returns with the Company’s be unreasonably withheld or delayed) transmit any substantive communication to HM Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. Taxes. 8.4 The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents such access to the Company’s its books, accounts and records as is necessary and reasonable to enable the Vendor Covenantors or its their duly authorised agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 10Clause 8. 10.5 8.5 The Purchaser will procure Covenantors shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion the Accounts Date are prepared and agreed with HM Inspector of Taxes as soon as reasonably practicable in accordance with this clause. This Agreement shall be binding on the Vendor reasonably requests personal representatives or successors of the Covenantors. This Agreement may be freely assigned in writing and which were assumed to have been made in the audited accounts for the accounting period in question whole or in any audited accounts for any subsequent period (including part by the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation Purchaser to any Vendor’s Relief, and generally does all such things as may be reasonably necessary of its wholly owned subsidiaries or to give effect to such claims, elections, surrenders or consents. 10.6 In relation to the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs any member of the Company whilst group of Companies of which it was under forms part from time to time but not further or otherwise without the control prior written consent of the VendorCovenantors. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not this paragraph 10.

CORPORATION TAX RETURNS. 10.1 8.1 The Vendor or its duly authorised agents will agent shall at the Company’s Vendor's cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company and its Subsidiary for all accounting periods ended on or before Completionprior to the Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the Purchaser. 10.2 8.2 The Purchaser will shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 8.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser reasonably considers to be necessary and shall give the Vendor or its agent all such assistance as may reasonably request be required (at the Vendor's cost and expense) to prepare and agree those returns and computations with the relevant Taxation Authority provided that the Purchaser shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 8.2 in relation to any return or computation which the Purchaser reasonably considers that is not fullcomplete, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agentsrespects. 10.3 8.3 The Vendor or its duly authorised agents will agent shall at the Vendor's cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company and its Subsidiary for all accounting periods ended on or before Completion. The prior to the Accounts Date provided that the Vendor will keep shall not without the prior written consent of the Purchaser informed of all material matters relating (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the agreement of such corporation tax returns relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. relevant Taxation Authority. 8.4 The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will and shall procure that the Company affords and its Subsidiary shall, at the Vendor or its duly authorised agents Vendor's cost and expense, (a) afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor or its duly authorised agents agent to prepare and agree the corporation tax returns and computations of the Company and its Subsidiary for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 108; (b) ensure that any correspondence which relates to the corporation tax returns and computations of the Company and its Subsidiary for all accounting periods ended on or before the Accounts Date, if received by the Purchaser, the Company or its Subsidiary (or their agents or advisers) is properly copied to the Vendor. 10.5 8.5 The Vendor shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company and its Subsidiary for all accounting periods ended on or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as reasonably possible. 8.6 The Purchaser or its duly authorised agent shall at the Purchaser's cost and expense prepare, or procure that the Company and/or its Subsidiary shall prepare the corporation tax returns and computations of the Company and its Subsidiary for the accounting period ending on the date of Completion, to the extent that the same have not been prepared before Completion, and submit them to the Vendor. 8.7 The Purchaser shall procure that the corporation tax returns referred to in paragraph 8.6 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Vendor shall suggest to make the returns and computations complete, true and accurate in all respects (provided that for the avoidance of doubt the Purchaser shall not have to take into account any amendments suggested by the Vendor unless by not making such amendment the returns and computations would not be true, complete and accurate in all respects) and shall give the Vendor or its agent all such assistance as may be reasonably required (at the Vendor's cost and expense) to review and amend those returns and computations provided that the Purchaser shall not be obliged to take any such action as is mentioned in this paragraph 8.7 in relation to any return that is not true and accurate in all material respects. 8.8 The Vendor shall use its reasonable endeavours to ensure that the Company and its Subsidiary which is party to a group payment arrangement ("Group Payment Arrangement") with the Inland Revenue under section 36 of the Finance Act 1998 (as part of the group of companies of which the Vendor is a member) is as soon as reasonably practicable removed from the Group Payment Arrangement as provided for in the Group Payment Arrangement. 8.9 The Vendor shall use its reasonable endeavours to ensure that the nominated company (nominated for discharge of any liability to pay corporation tax under the Group Payment Arrangement) exercises its rights to apportion and re-apportion payments under the Group Payment Arrangement so far as reasonably practicable to ensure that any Liability for Taxation of the Company or its Subsidiary for which recovery would otherwise be available by the Purchaser under the Tax Covenant are fully and expeditiously discharged. 8.10 The Vendor will use its reasonable endeavours to ensure (to the extent permitted by law and for no consideration) that any Degrouping Charge for which recovery would otherwise be available by the Purchaser under the Tax Covenant or under the Tax Warranties is treated as accruing not to the Company or its Subsidiary but to the Vendor or a member of the Retained Group and the Purchaser will procure that the Company promptly makes or gives such its Subsidiary executes all claims, elections, surrenders and consents in relation to Taxation or other documents relevant for all accounting periods of the Company ended on or before Completion as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consentsthat purpose. 10.6 In relation to 8.11 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or doubt: o where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 9 shall take precedence over the provisions of this paragraph 108; and o the provisions of this paragraph 8 shall not prejudice the rights of the Purchaser to make a claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 8.1 The Vendor Sellers or its their duly authorised agents will agent shall at the Company’s Warrantors' cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 8.2 The Purchaser will Buyer shall take all reasonable steps to procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to Paragraph 8.1 above shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Tax Authority without amendment or with such amendments as the Purchaser Buyer or the Company considers to be reasonable or necessary and shall give the Sellers or their agent all such assistance as may reasonably request be required (at the Warrantors' cost and expense) to agree those returns and computations with the relevant Tax Authority provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this Paragraph 8.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 8.3 The Sellers or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall at the Warrantors' cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep prior to Completion provided that the Purchaser informed Sellers shall not without the prior written consent of all material matters relating the Buyer (not to be unreasonably withheld) transmit any communication (written or otherwise) to the agreement of such corporation tax returns relevant Tax Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makerelevant Tax Authority. 10.4 8.4 The Purchaser will Buyer shall take all reasonable steps to procure that the Company Company, at the Warrantors' cost and expense, affords the Vendor or its duly authorised agents such access to the Company’s its books, accounts and records as is necessary and reasonable to enable the Vendor Sellers or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion and conduct matters relating to them in accordance with this paragraph 10Paragraph 8. 10.5 8.5 The Purchaser will procure Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion are prepared and agreed with the relevant Tax Authority as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things soon as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspossible. 10.6 In relation 8.6 Subject to this Paragraph 8, the Buyer will have exclusive conduct of all Tax affairs of the Company after Completion. 8.7 The Buyer shall: (a) prepare the corporation tax return for returns and computations of the Company in respect of the accounting period current at CompletionCompletion (the "Straddle Return"); (b) deliver the Straddle Return to the Seller Representative at least 10 Business Days prior to the due date for its submission; (c) take account of such reasonable comments on the Straddle Return as the Sellers unanimously make. ​ 8.8 The Sellers shall, on the Purchaser shall or shall procure that reasonable request of the Buyer, provide the Buyer and the Company shall afford to with all reasonable assistance (including information) in respect of the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the Tax affairs of the Company whilst it was under the control of the Vendorfor any accounting period beginning before Completion. 10.7 If 8.9 For the avoidance of doubt and notwithstanding any document is issued or provision in this Agreement to the contrary: (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Authority Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 Paragraph 9 below shall take precedence over the provisions of this Paragraph 8; (b) the provisions of this Paragraph 8 shall not prejudice the rights of the Buyer to make a claim under this Tax Covenant in respect of any Liability for Tax or for breach of any Tax Warranty; (c) the Sellers shall not exercise their rights under this Paragraph 8 in any way which will or could create or increase any liability to Tax of the Company (or which would or could do so but for the utilisation of a Buyer's Relief); (d) the Sellers shall not without the consent of the Buyer utilise a Buyer's Relief to any extent; and (e) the Sellers shall not without the consent of the Buyer amend any Tax return of the Company where such return was submitted to the relevant Tax Authority before Completion. 8.10 Notwithstanding any other provision in this Paragraph 8, in the event that the Company is a party to any covenant, deed, indemnity, guarantee or other contract, entered into before Completion, which makes provision for the conduct of the Tax administration of the Company and not which provision in the Buyer’s reasonable opinion is or could be inconsistent with the terms of this paragraph 10Paragraph 8, the terms of the covenant, deed, indemnity, guarantee or other contract shall take priority over the terms of this Paragraph 8, but such priority shall in no way prevent, limit or restrict the Buyer from making any claim against the Sellers under or pursuant to this Agreement.

CORPORATION TAX RETURNS. 10.1 (a) The Vendor Management Sellers or its their duly authorised agents will agent shall at the Companyrelevant Group Entity’s cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before Completionthe Accounts Date, to the extent that they the same have not been prepared before CompletionClosing, and will submit them to the PurchaserBuyer at least 20 days prior to the due date for submission of any such returns. 10.2 (b) The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to clause 8.13(a) shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Tax Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and as the Management Sellers agree to (such agreement not to be unreasonably withheld or delayed) and shall give the Management Sellers or their agent all such assistance as may reasonably request provided that the Purchaser shall not be required to procure that agree those returns and computations with the Company authorisesrelevant Tax Authority, signs and submits any save where the return or computation which the Purchaser reasonably considers is not full, true and accurate accurate, in all material respects which case the Buyer shall afford the Management Sellers a reasonable opportunity to correct any such error. (c) The Management Sellers or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall at the relevant Group Entity’s cost and expense prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before Completion. The Vendor will prior to the Accounts Date provided that the Management Sellers shall not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the relevant Tax Authority or agree any matter with the relevant Tax Authority, and the Management Sellers shall keep the Purchaser Buyer informed of all material any other matters relating in relation to the agreement of its dealings with such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makereturns. 10.4 (d) The Purchaser will Buyer shall procure that the Company relevant Group Entity affords the Vendor or its duly authorised agents such access to the Company’s its books, accounts and records as is necessary and reasonable to enable the Vendor Management Sellers or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before Completion the Closing Date and conduct matters relating to them in accordance with this paragraph 10clause 8.13. 10.5 (e) The Purchaser will procure that Buyer or its duly authorised agents shall be responsible for and have the Company promptly makes or gives such claimsconduct of preparing, elections, surrenders submitting to and consents in relation to Taxation for all accounting periods agreeing with the relevant Tax Authority at the cost of the Company ended on or before Completion as relevant Group Entity all corporation tax returns and computations of the Vendor reasonably requests Group Entities in writing and which were assumed to have been made in the audited accounts for respect of the accounting period in question or in any audited accounts for any subsequent period during which Closing takes place (including the Completion Accounts“Straddle Period Returns”), including (but shall not submit the Straddle Period Returns without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consents. 10.6 In relation giving reasonable opportunity to the tax return for Management Sellers to comment upon the accounting Straddle Period Returns and shall incorporate any reasonable comments of the Management Sellers into the Straddle Period Returns (to the extent relating to the Sellers’ period current at Completionof ownership of the Group Entities) before they are submitted. The Buyer shall not be obliged to include any comment that contains manifest error, but in the Purchaser shall or shall procure that the Company case of such error shall afford to the Vendor Management Sellers a reasonable opportunity to comment on correct such document only insofar as it relates to the affairs of the Company whilst it was under the control of the Vendorerror. 10.7 If any document is issued or (f) For the avoidance of doubt: (i) where any matter arises which constitutes relating to Tax gives rise to a Third Party Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and clause 8.12 shall take precedence over the provisions of this clause 8.13 and (ii) the provisions of this clause 8.13 shall not this paragraph 10prejudice the rights of the Buyer to make a claim under the Tax Indemnity or the Tax Warranties.

CORPORATION TAX RETURNS. 10.1 9.1 The Vendor Seller or its duly authorised agents will agent shall at the Company’s cost and expense (provided such costs and expenses are reasonable and proper) of the Company prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionprior to the Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 9.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 9.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as requested by the Purchaser Buyer but subject to the prior approval of the Seller (such approval not to be unreasonably withheld) and shall give the Seller or its agent all such assistance as may reasonably request be required (at the Seller´s cost and expense) to agree those returns and computations with the relevant Taxation Authority provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 9.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agentsrespects. 10.3 9.3 The Vendor Seller or its duly authorised agents will agent shall at the Seller´s cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date provided that the Seller shall not without the prior written consent of such corporation tax returns the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a relevant Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeAuthority. 10.4 9.4 The Purchaser will Buyer shall procure that the Company affords Company, at the Vendor or its duly authorised agents Seller´s cost and expense, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Seller or its duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 109. 10.5 9.5 The Purchaser Seller shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possible. 9.6 The Buyer shall procure that the Company: (a) makes such claims (including, but not limited to, claiming or disclaiming capital allowances, depreciation allowances and claiming roll over reliefs); (b) executes such documents (including but not limited to returns of profits and losses and amended returns); and (c) does such other things in relation to the relevant accounting periods as are considered necessary by the Seller; in each case, as is required to give effect to the returns, computations and other documentation referred to in paragraphs 9.2 and 9.3. 9.7 The Buyer shall further procure that the Company shall not (unless it has been approved by the Seller such approval not to be unreasonably withheld or delayed or otherwise pursuant to this paragraph 9): (a) amend, withdraw or disclaim any election or claim previously made; nor (b) disclaim any allowance or Relief arising on or before Completion; nor (c) carry back any Post-Completion Relief in circumstances where such carry back will reduce the Company’s ability to make any surrenders, claims or elections. 9.8 In relation to the accounting period commencing prior to but ending after Completion, the Buyer shall have conduct of all corporation tax matters of the Company and its Subsidiaries provided that the Buyer shall not (and shall procure that its agents shall not) transmit any written communication or agree any matter with a Tax Authority without the prior written consent of the Sellers (such consent not to be unreasonably withheld or delayed). 9.9 The Seller shall ensure that if the Company is a party to a group payment arrangement with HM Revenue & Customs under section 36 of the Finance Axx 0000, it shall be immediately removed from the arrangement as provided for in the arrangement. 9.10 The Seller will ensure that the Nominated Company under the group payment arrangement to which the Company is a party exercises its rights to apportion and re-apportion payments under the arrangement so far as possible to ensure that Liability for Taxation of the Company for which (disregarding any de minimis provisions in this agreement) recovery would otherwise be available under this Tax Covenant are fully and expeditiously discharged. 9.11 The Seller will ensure (to the extent permitted by law and for no consideration) that any Degrouping Charge for which recovery would otherwise be available under this Tax Covenant or under the Tax Warranties is treated as accruing not to the Company but to the Seller or a member of the Retained Group and the Buyer will procure that the Company promptly makes or gives such executes all claims, elections, surrenders and consents or other documents relevant for that purpose. 9.12 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 10 shall take precedence over the provisions of this paragraph 9; and (b) the provisions of this paragraph 9 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in relation respect of any Liability for Taxation. 9.13 The Seller shall, or shall procure, to Taxation for the extent that it is able to do so, that all accounting periods the records not in the possession or control of the Company ended on or before Completion as needed by the Vendor reasonably requests in writing Buyer to identify, quantify and which were assumed to have been made in the audited accounts submit a claim for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts)capital allowances shall be preserved and, including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consents. 10.6 In relation to the tax return for extent that such records are not delivered to the accounting period current at Buyer on Completion, the Purchaser Seller shall make available or shall procure that the Company records shall afford be made available to the Vendor a Buyer. The Seller agrees to provide such information and other assistance as the Buyer may reasonable opportunity request to comment enable it to claim capital allowances in respect of the plant and the Seller will keep the Buyer informed of any information and correspondence which it receives from HM Revenue & Customs which might effect the capital allowances on the plant or indicate that such document only insofar as it relates capital allowances may be challenged. 9.14 For the avoidance of doubt, the Seller shall (to the affairs extent permitted by law) be free to make claims and obtain consents for the surrender of Group Relief between the Company and the Retained Group for the period between the Accounts Date and 1 April 2006 on a just and reasonable apportionment basis (as well as periods ending prior to the Accounts Date). If Group Relief is surrendered under this paragraph 9 to a member of the Company whilst it was under the control Retained Group, no member of the Vendor. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim Retained Group shall be dealt with under liable to pay any consideration to the provisions Company or the Buyer in respect of paragraph 7 and not this paragraph 10such surrender.

CORPORATION TAX RETURNS. 10.1 8.1 Subject to this paragraph 8 and paragraph 9, the Buyer will have exclusive conduct of all Taxation affairs of the Company and the Subsidiaries after Completion. 8.2 The Vendor Buyer will procure that the Company and any Subsidiary does not amend or its withdraw any return or computation or any claim, election, surrender or consent made by it in respect of the Company’s or any Subsidiary’s accounting periods commencing on or before Completion without giving the Warrantors a reasonable opportunity to comment and taking account of the Warrantors’ reasonable representations. 8.3 The Buyer or their duly authorised agents will agent shall at the CompanyBuyer’s cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended commencing on or before Completion, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserWarrantors for review and comments at least 20 Business Days before the expiry of any applicable deadline for submission. The Buyer shall prepare such corporation tax returns and computations in accordance with the terms and principles of the ATCA (to the extent that they relate to the period prior to Completion) together with any associated correspondence with HMRC. 10.2 8.4 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 8.3 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser Warrantors reasonably consider to be necessary and the Warrantors shall give the Buyer or its agent all such assistance as may reasonably request be required (at the Buyer’s cost and expense) to agree those returns and computations with the relevant Taxation Authority provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 8.4 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agentsrespects. 10.3 8.5 The Vendor Buyer or its duly authorised agents will agent shall at the Buyer’s cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date provided that the Buyer shall not without consulting the Warrantors and taking into account the reasonable representations of such corporation tax returns the Warrantors transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a relevant Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeAuthority. 10.4 8.6 The Purchaser will procure Buyer shall take all reasonable steps to ensure that the Company affords the Vendor or its duly authorised agents such access to the Company’s books, accounts and records as is reasonable to enable the Vendor or its duly authorised agents to prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended commencing on or before Completion are prepared and conduct matters agreed with the relevant Taxation Authority as soon as possible. 8.7 For the avoidance of doubt: (a) where any matter relating to them in accordance with this paragraph 10. 10.5 The Purchaser will procure that the Company promptly makes or Tax gives such claims, elections, surrenders and consents in relation rise to Taxation for all accounting periods of the Company ended on or before Completion as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consents. 10.6 In relation to the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 9 shall take precedence over the provisions of this paragraph 108; and (b) the provisions of this paragraph 8 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 8.1 The Vendor Warrantors or its their duly authorised agents will at the Company’s cost and expense (provided such costs and expenses are reasonable and proper) agent prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionprior to the Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 8.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 8.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and shall give the Warrantors or their agent all such assistance as may reasonably request be required to agree those returns and computations with the relevant Taxation Authority provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 8.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 8.3 The Warrantors or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date provided that the Warrantors shall not without the prior written consent of such corporation tax returns the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a relevant Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeAuthority. 10.4 8.4 The Purchaser will Buyer shall procure that the Company affords the Vendor or its duly authorised agents afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Warrantors or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 108. 10.5 8.5 The Purchaser will procure Warrantor shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion as the Vendor reasonably requests Accounts Date are prepared and agreed with the relevant Taxation Authority in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consentsa timely manner. 10.6 In relation to 8.6 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor.doubt: 10.7 If any document is issued or (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 9 shall take precedence over the provisions of this paragraph 108; and (b) the provisions of this paragraph 8 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 8.1. The Vendor Warrantors or its their duly authorised agents will agent shall at the Company’s Warrantors’ cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 8.2. The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 8.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser Warrantors shall reasonably agree (such agreement not to be unreasonably withheld or delayed) and shall give the Warrantors or their agent all such assistance as may reasonably request be required (at the Warrantors’ cost and expense) to agree those returns and computations with the relevant Taxation Authority provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 8.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 8.3. The Warrantors or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall at the Warrantors’ cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionprior to Completion provided that the Warrantors shall not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation Authority. 8.4. The Vendor will keep the Purchaser informed of all material matters relating to the agreement of such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser Buyer shall make. 10.4 The Purchaser will procure that the Company affords Company, at the Vendor or its duly authorised agents Warrantors’ cost and expense, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Warrantors or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 108. 10.5 8.5. The Purchaser will procure Warrantors shall take reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as reasonably possible. 8.6. The Buyer shall procure that the Warrantors are provided with a copy of any communication from any Taxation Authority insofar as it relates to an accounting period ended on or before the Accounts Date as soon as reasonably practicable after receipt thereof. 8.7. For the avoidance of doubt: 8.7.1. where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 9 shall take precedence over the provisions of this paragraph 8; and 8.7.2. the provisions of this paragraph 8 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation. 8.8. The Buyer or its duly authorised agents shall prepare (or procure the preparation of) at the Company’s expense the tax returns of the Company in respect of any accounting period beginning prior to and ending after Completion (the “Straddle Period”). 8.9. In respect of the Straddle Period, the Buyer shall procure that the tax returns of the Company shall be prepared on a basis which is consistent with the manner in which the tax returns of the Company were prepared for all accounting periods ending prior to Completion as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things long as may be reasonably necessary to give effect to such claims, elections, surrenders or consentsconsistent with applicable laws. 10.6 In relation to the tax return for the accounting period current at Completion, the Purchaser shall or 8.10. The Buyer shall procure that the Company shall afford provide to the Vendor Warrantors all tax returns and supporting documentation relating to the Straddle Period no later than 20 Business Days before the date on which such tax returns are required to be filed with the appropriate Taxation Authority without incurring interest or penalties. The Buyer shall further procure that the Company shall incorporate the Warrantors’ reasonable comments into the tax returns before those tax returns are submitted to the appropriate Taxation Authority. 8.11. The Buyer shall, and shall procure that the Company shall, provide such information and assistance as the Warrantors and their agents shall reasonably request in reviewing and commenting on the tax returns relating to the Straddle Period. 8.12. The Buyer shall: 8.12.1. procure that the Warrantors are provided with a reasonable opportunity to comment on such document only copy of any communication from any Taxation Authority insofar as it relates to the affairs Straddle Period as soon as reasonably practicable after receipt thereof; 8.12.2. procure that the Warrantors are, not less than 10 Business Days before the date of intended submission, provided with a copy of any response to a communication falling within paragraph 8.12.1, together with details of the Company whilst it was under date on which the control same is intended to be submitted; 8.12.3. incorporate any reasonable comments of the VendorWarrantors into any such response; and 8.12.4. notify the Warrantors of any intended oral communication or meeting with the relevant Taxation Authority at least three Business Days in advance of such communication or meeting, and allow the Warrantors to participate therein. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim 8.13. The Buyer shall be dealt with under no obligation to procure the provisions authorisation, signing or submission of paragraph 7 and not this paragraph 10any tax return to a Taxation Authority where it reasonably believes the information provided to it by the Warrantors is misleading or inaccurate or incomplete in any respect.

CORPORATION TAX RETURNS. 10.1 6.1 The Vendor or its duly authorised agents will Buyer shall at the Company’s 's cost and expense (provided such costs prepare or cause to be prepared and expenses are reasonable and proper) prepare file or cause to file with the relevant Taxation Authority the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before Completionthe Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the Purchaser. 10.2 6.2 The Purchaser will procure that Buyer shall at the Company causes the returns Company's cost and computations mentioned in paragraph 10.1 expense prepare or cause to be authorised, signed and submitted to the Company’s Inspector of Taxes without amendment or with such amendments as the Purchaser may reasonably request provided that the Purchaser shall not be required to procure that the Company authorises, signs and submits any return or computation which the Purchaser reasonably considers is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agents. 10.3 The Vendor or its duly authorised agents will prepare prepared all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before Completion. prior to the Accounts Date. 6.3 The Vendor will keep the Purchaser informed of Buyer shall ensure that all material matters relating written communications to the agreement relevant Taxation Authority in respect of such corporation tax the returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit computations referred to in clause 6.1 above are first sent to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments Covenantors (or their duly appointed tax advisers) as follows:- (a) in the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents such access to the Company’s books, accounts and records as is reasonable to enable the Vendor or its duly authorised agents to prepare the case of corporation tax returns and computations at least twenty working days before the due date for submission of the Company same; and (b) in the case of all other communications at least ten working days before the due date for all accounting periods ended on submission of the same, and the Buyer shall consult with the Covenantors regarding the contents of such communications and (without prejudice to the Buyer's rights under this Tax Deed of Covenant or before Completion and conduct matters relating to them in accordance with this paragraph 10. 10.5 The Purchaser will procure that the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods the Tax Warranties) shall incorporate any reasonable comments of the Company ended on or before Completion as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consentsCovenantors. 10.6 In relation to 6.4 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor.doubt: 10.7 If any document is issued or (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph clause 7 and shall take precedence over the provisions of this clause 6; and (b) the provisions of this clause 6 shall not prejudice the rights of the Buyer to make a Tax Claim under this paragraph 10Tax Deed of Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 9.1 The Vendor Relevant Sellers or its their duly authorised agents will agent shall at the Company’s 's cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 9.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 9.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and shall give the Relevant Sellers or their agent all such assistance as may reasonably request be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 9.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 9.3 The Relevant Sellers or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall at the Company’s cost and expense prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep Completion provided that the Purchaser informed Relevant Sellers shall not without the prior written consent of all material matters relating the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the agreement of such corporation tax returns relevant Taxation Authority or agree any matter with the relevant Taxation Authority. 9.4 The Buyer shall procure that the Company, at the Company’s Inspector of Taxes cost and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents expense, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Relevant Sellers or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 109. 10.5 9.5 The Purchaser will procure Relevant Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion the Accounts Date are prepared and agreed with the relevant Taxation Authority as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things soon as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspossible. 10.6 In relation to 9.6 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor.doubt: 10.7 If any document is issued or (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 10 shall take precedence over the provisions of this paragraph 109; and (b) the provisions of this paragraph 9 shall not prejudice the rights of the Buyer to make a claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 19.1 The Vendor Warrantors or its their duly authorised agents will agent shall, at the Company’s Warrantors' cost and expense (provided such costs and expenses are reasonable and proper) expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionthe Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 19.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 8.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as are agreed by the Purchaser Sellers and shall give the Warrantors or their agent all such assistance as may reasonably request provided that the Purchaser shall not be required (at the Company’s cost and expense) to procure that agree those returns and computations with the Company authorises, signs and submits any return relevant Taxation Authority. 19.3 The Warrantors or computation which the Purchaser reasonably considers is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall, at the Warrantors' cost and expense, prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date, provided that the Warrantors shall not, without the prior written consent of such corporation tax returns the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation Authority. 19.4 The Buyer shall procure that the Company, at the Company’s Inspector of Taxes cost and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall make. 10.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents expense, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Warrantors or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 108. 10.5 19.5 The Purchaser will procure Warrantors shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion the Accounts Date are prepared and agreed with the relevant Taxation Authority as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things soon as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspossible. 10.6 In relation to 19.6 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor.doubt: 10.7 If any document is issued or (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 9 shall take precedence over the provisions of this paragraph 108; and (b) the provisions of this paragraph 8 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 6.1 The Vendor Sellers or its their duly authorised agents will agent shall, at the Company’s Sellers' cost and expense (provided such costs and expenses are reasonable and proper) expense, prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before Completionthe Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 6.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 6.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably request be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 6.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 6.3 The Sellers or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall, at the Sellers' cost and expense, prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date, provided that the Sellers shall not, without the prior written consent of such corporation tax returns the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a relevant Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeAuthority. 10.4 6.4 The Purchaser will Buyer shall procure that the Company affords and the Vendor or its duly authorised agents Subsidiaries, at the Sellers' cost and expense, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Sellers or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 106. 10.5 6.5 The Purchaser will procure Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation the Subsidiaries for all accounting periods of the Company ended on or before Completion the Accounts Date are prepared and agreed with the relevant Taxation Authority as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things soon as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspossible. 10.6 In relation to 6.6 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor.doubt: 10.7 If any document is issued or (a) where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not shall take precedence over the provisions of this paragraph 106; and (b) the provisions of this paragraph 6 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 10.1 12.1 The Vendor or its duly authorised agents will will, at the Company’s 's cost and expense if and to the extent such cost and expense has been provided for in the Balance Sheet (or in the case where such cost and expense has not been provided such costs for in the Balance Sheet it has been paid prior to Completion), and expenses are reasonable thereafter at the Vendor's cost and proper) expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completionthe Accounting Date, to the extent that they have not been prepared before Completion, and will submit them to the Purchaser. 10.2 The 12.2 Purchaser will procure that the Company causes the returns and computations mentioned in paragraph 10.1 12.1 to be authorised, signed and submitted to the Company’s Inspector of Taxes appropriate Taxation Authority without amendment or with such amendments as the Purchaser may reasonably request provided that the Purchaser shall not be required to procure that the Company authorises, signs and submits any return or computation which the Purchaser reasonably considers is not full, true and accurate in all material respects or which contains any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agentsnecessary. 10.3 12.3 The Vendor or its duly authorised agents will will, at the Company's cost and expense if and to the extent such cost and expense has been provided for in the Balance Sheet (or in the case where such cost and expense has not been provided for in the Balance Sheet it has been paid prior to Completion) and thereafter at the Vendor's cost and expense, prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion. The the Accounting Date provided that the Vendor will keep not without the prior written consent of the Purchaser informed of all material matters relating (not to the agreement of such corporation tax returns with the Company’s be unreasonably withheld or delayed) transmit any communication (whether written or otherwise) to HM Inspector of Taxes and will provide the Purchaser or agree any matter with copies HM Inspector of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeTaxes. 10.4 12.4 The Purchaser will procure that the Company affords the Vendor or its duly authorised agents such access to the Company’s its books, accounts and records as is necessary and reasonable to enable the Vendor or its duly authorised agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before Completion the Accounting Date and conduct matters relating to them in accordance with this paragraph 1012. 10.5 12.5 The Purchaser Vendor will procure take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation for all accounting periods of the Company ended on or before Completion the Accounting Date are prepared and agreed with HM Inspector of Taxes as the Vendor reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things soon as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspossible. 10.6 In relation to the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or any matter arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not this paragraph 10.

CORPORATION TAX RETURNS. 10.1 (a) The Vendor Seller or its duly authorised agents will agent shall at the Companyrelevant Group Entity’s cost and expense (provided such costs and expenses are reasonable and proper) prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before Completion31 December 2019, to the extent that they the same have not been prepared before CompletionClosing, and will submit them to the PurchaserBuyer at least 20 days prior to the due date for submission of any such returns. 10.2 (b) The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to Clause 9.13(a) shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Tax Authority without amendment or with such amendments as the Purchaser Buyer reasonably considers to be necessary and as the Seller agrees to (such agreement not to be unreasonably withheld or delayed) and shall give the Seller or its agent all such assistance as may reasonably request provided that the Purchaser shall not be required to procure that agree those returns and computations with the Company authorisesrelevant Tax Authority, signs and submits any save where the return or computation which the Purchaser reasonably considers is not full, true and accurate accurate, in all material respects or which contains case the Buyer shall afford the Seller a reasonable opportunity to correct any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation in question relates or in any audited accounts for any subsequent period (including the Completion Accounts) but, for the avoidance of doubt, the Purchaser shall be under no obligation to make any enquiry as to the completeness and accuracy thereof and shall be entitled to rely entirely on the Vendor and its duly authorised agentssuch error. 10.3 (c) The Vendor Seller or its duly authorised agents will agent shall at the relevant Group Entity’s cost and expense prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before Completion. The Vendor will prior to 31 December 2019 provided that the Seller shall not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the relevant Tax Authority or agree any matter with the relevant Tax Authority, and the Seller shall keep the Purchaser Buyer informed of all material any other matters relating in relation to the agreement of its dealings with such corporation tax returns with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makereturns. 10.4 (d) The Purchaser will Buyer shall procure that the Company relevant Group Entity affords the Vendor or its duly authorised agents such access to the Company’s its books, accounts and records as is necessary and reasonable to enable the Vendor Seller or its duly authorised agents agent to prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before Completion the Closing Date and conduct matters relating to them in accordance with this paragraph 10Clause 9.13. 10.5 (e) The Purchaser will procure that Buyer or its duly authorised agents shall be responsible for and have the Company promptly makes or gives such claimsconduct of preparing, elections, surrenders submitting to and consents in relation to Taxation for all accounting periods agreeing with the relevant Tax Authority at the cost of the Company ended on or before Completion as relevant Group Entity all corporation tax returns and computations of the Vendor reasonably requests Group Entities in writing and which were assumed to have been made in the audited accounts for respect of the accounting period in question or in any audited accounts for any subsequent period during which Closing takes place (including the Completion Accounts“Straddle Period Returns”), including (but shall not submit the Straddle Period Returns without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consents. 10.6 In relation giving reasonable opportunity to the tax return for Seller to comment upon the accounting Straddle Period Returns and shall incorporate any reasonable comments of the Seller into the Straddle Period Returns (to the extent relating to the Seller’s period current at Completionof ownership of the Group Entities) before they are submitted. The Buyer shall not be obliged to include any comment that contains manifest error, but in the Purchaser shall or shall procure that the Company case of such error shall afford to the Vendor Seller a reasonable opportunity to comment on correct such document only insofar as it relates to the affairs of the Company whilst it was under the control of the Vendorerror. 10.7 If any document is issued or (f) For the avoidance of doubt: (i) where any matter arises which constitutes relating to Tax gives rise to a Third Party Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and Clause 9.12 shall take precedence over the provisions of this Clause 9.13; and (ii) the provisions of this Clause 9.13 shall not this paragraph 10prejudice the rights of the Buyer to make a claim under the Tax Indemnity or the Tax Warranties.

CORPORATION TAX RETURNS. 10.1 8.1 The Vendor Sellers’ Representative and the Management Sellers’ and Precis Representative or its their duly authorised agents will agent shall, at the Company’s cost and expense (provided such costs and expenses are reasonable and proper) expense, prepare the corporation tax returns and computations of the Company and its Subsidiaries for all accounting periods ended on or before Completionthe Accounts Date, to the extent that they the same have not been prepared before Completion, and will submit them to the PurchaserBuyer. 10.2 8.2 The Purchaser will Buyer shall procure that the Company causes the returns and computations mentioned referred to in paragraph 10.1 to 8.1 shall be authorised, signed and submitted to the Company’s Inspector of Taxes relevant Taxation Authority without amendment amendment, or with such amendments as the Purchaser Buyer reasonably considers to be necessary in order to ensure that such returns and computations are full true and accurate in all material respects, and shall give the Sellers’ Representative and the Management Sellers’ and Precis Representative or their agent all such assistance as may reasonably request be required (at the Company’s cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Purchaser Buyer shall not be required obliged to procure that the Company authorises, signs and submits take any such action as is mentioned in this paragraph 8.2 in relation to any return or computation which the Purchaser reasonably considers that is not full, true and accurate in all material respects respects. 8.3 The Buyer will procure that the Company and the Subsidiaries do not amend or which contains withdraw any provision or other item which has not been provided for or reflected in the audited accounts for the accounting period to which the return or computation or any claim, election, surrender or consent made by it in question relates respect of its accounting periods ended on or in before Accounts Date without giving the Sellers’ Representative and the Management Sellers’ and Precis Representative a reasonable opportunity to comment thereon and incorporating into any audited accounts for any subsequent period (including such amendment or withdrawal the Completion Accounts) but, for Sellers’ Representative and the avoidance of doubt, Management Sellers’ and Precis Representative reasonable representations. 8.4 The Sellers’ Representative and the Purchaser shall be under no obligation to make any enquiry as to the completeness Management Sellers’ and accuracy thereof and shall be entitled to rely entirely on the Vendor and its Precis Representative or their duly authorised agents. 10.3 The Vendor or its duly authorised agents will agent shall, at the Company’s cost and expense, prepare all documentation and deal with shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company and its Subsidiaries for all accounting periods ended on or before Completion. The Vendor will keep the Purchaser informed of all material matters relating prior to the agreement Accounts Date, provided that the Sellers’ Representative and the Management Sellers’ and Precis Representative shall not, without the prior written consent of such corporation tax returns the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the Company’s Inspector of Taxes and will provide the Purchaser with copies of all material correspondence and other documents relating thereto. The Vendor will submit to the Purchaser for comments all material correspondence and documents which it intends to submit to a relevant Taxation Authority and will take into account all such reasonable and timely comments as the Purchaser shall makeAuthority. 10.4 8.5 The Purchaser will Buyer shall procure that the Company affords the Vendor or and its duly authorised agents Subsidiaries, without charge, afford such access to the Company’s their books, accounts and records as is necessary and reasonable to enable the Vendor Sellers’ Representative and the Management Sellers’ and Precis Representative or its their duly authorised agents agent to prepare the corporation tax returns and computations of the Company and its Subsidiaries for all accounting periods ended on or before Completion the Accounts Date and conduct matters relating to them in accordance with this paragraph 108. 10.5 8.6 The Purchaser will procure Sellers’ Representative and the Management Sellers’ and Precis Representative shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company promptly makes or gives such claims, elections, surrenders and consents in relation to Taxation its Subsidiaries for all accounting periods of the Company ended on or before Completion the Accounts Date are prepared and agreed with the relevant Taxation Authority as the Vendor soon as reasonably requests in writing and which were assumed to have been made in the audited accounts for the accounting period in question or in any audited accounts for any subsequent period (including the Completion Accounts), including (without limitation) the carry forward, carry back, acceptance or surrender of or any claim or election in relation to any Vendor’s Relief, and generally does all such things as may be reasonably necessary to give effect to such claims, elections, surrenders or consentspracticable. 10.6 In relation to 8.7 For the tax return for the accounting period current at Completion, the Purchaser shall or shall procure that the Company shall afford to the Vendor a reasonable opportunity to comment on such document only insofar as it relates to the affairs avoidance of the Company whilst it was under the control of the Vendor. 10.7 If any document is issued or doubt where any matter arises which constitutes relating to Tax gives rise to a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 7 and not 9 shall take precedence over the provisions of this paragraph 108.