Common use of CORPORATION TAX RETURNS Clause in Contracts

CORPORATION TAX RETURNS. 7.1 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare all documentation and 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 prior to the Accounts Date, provided that the 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 Taxation Authority or agree any matter with the relevant Taxation Authority. 7.4 The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7. 7.5 The Sellers 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. 7.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; 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. 7.1 9.1 Subject to this clause 9, the Purchaser will have exclusive conduct of all Taxation affairs of the Company and the Subsidiaries after Completion. 9.2 The Sellers Purchaser or their duly authorised agent shall, at the Sellers’ cost and expense, shall prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts DateTax Returns, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare all documentation and shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations Tax Returns of the Company and the Subsidiaries for all accounting periods ended commencing on or prior before Completion, to the Accounts Date, provided extent that the Sellers shall notsame have not been prepared and filed before Completion, without the prior written consent of the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) and submit them to the relevant Taxation Authority or agree any matter with the relevant Taxation AuthorityManagement Shareholders. 7.4 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 Buyer Purchaser shall incorporate all reasonable comments and suggested amendments made by the Management Shareholders or its duly authorised agents providing such comments are received at least 5 Business Days before the Time Limit. 9.4 The Purchaser shall procure that the Company, at Company and the Sellers’ cost and expense, afford Subsidiaries provide such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Management Shareholders or their duly authorised 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 the Accounts Date Completion and conduct matters relating to them in accordance with this paragraph 7clause 9. 7.5 9.5 The Sellers Management Shareholders shall take provide the Purchaser and the Company with all reasonable steps assistance, co-operation and information requested in connection with Tax Returns outstanding at Completion and in connection with all negotiations, correspondence and agreements relating to ensure that the corporation tax returns and computations of the Company Company’s Tax affairs for all accounting periods ended on or commencing before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possibleCompletion. 7.6 9.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over doubt the provisions of this paragraph 7; and (b) the provisions of this paragraph 7 clause 9 shall not prejudice the rights of the Buyer Purchaser to make a Tax Claim claim under this Management Tax Covenant in respect 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 a Liability for 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 Management Sellers, the insurers’ instructions shall prevail and acting in accordance with those instructions shall not be a voluntary act for the purposes of clause 4.1.12.

CORPORATION TAX RETURNS. 7.1 10.1 The Sellers Vendor or their its duly authorised agent shall, agents will at the Sellers’ Company’s cost and expense, 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 the Accounts DateCompletion, to the extent that the same they have not been prepared before Completion, and will submit them to the BuyerPurchaser. 7.2 10.2 The Buyer shall Purchaser will procure that the Company causes the returns and computations referred to mentioned in paragraph 7.1 shall 10.1 to be authorised, signed and submitted to the relevant Taxation Authority Company’s Inspector of Taxes without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as Purchaser may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, request provided that the Buyer Purchaser shall not be obliged required to take any such action as is mentioned in this paragraph 7.2 in relation to procure that the Company authorises, signs and submits any return that or computation which the Purchaser reasonably considers is not full, true and accurate in all material respectsrespects 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. 7.3 10.3 The Sellers Vendor or their its duly authorised agent shall, at the Sellers’ cost and expense, agents will prepare all documentation and shall have conduct of deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or prior before Completion. The Vendor will keep the Purchaser informed of all material matters relating to the Accounts Date, provided that agreement of such corporation tax returns with the Sellers shall not, without Company’s Inspector of Taxes and will provide the prior written consent Purchaser with copies of the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) all material correspondence and other documents relating thereto. The Vendor will submit to the relevant Purchaser for comments all material correspondence and documents which it intends to submit to a Taxation Authority or agree any matter with and will take into account all such reasonable and timely comments as the relevant Taxation AuthorityPurchaser shall make. 7.4 10.4 The Buyer shall Purchaser will procure that the Company, at Company affords the Sellers’ cost and expense, afford Vendor or its duly authorised agents such access to their the Company’s books, accounts and records as is necessary and reasonable to enable the Sellers Vendor or their its duly authorised agent agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date Completion and conduct matters relating to them in accordance with this paragraph 710. 7.5 10.5 The Sellers shall take all reasonable steps to ensure Purchaser will procure that the corporation tax returns Company promptly makes or gives such claims, elections, surrenders and computations of the Company consents in relation to Taxation for all accounting periods of the Company ended on or before Completion as the Accounts Date are prepared Vendor reasonably requests in writing and agreed with which were assumed to have been made in the relevant Taxation Authority 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 soon as possiblemay be reasonably necessary to give effect to such claims, elections, surrenders or consents. 7.6 For 10.6 In relation to the avoidance 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 doubt:the Company whilst it was under the control of the Vendor. (a) where 10.7 If any document is issued or any matter relating to Tax gives rise to arises which constitutes a Tax Claim, such Tax Claim shall be dealt with under the provisions of paragraph 8 shall take precedence over the provisions of 7 and not this paragraph 7; 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 Taxation10.

CORPORATION TAX RETURNS. 7.1 8.1 The Sellers Sellers’ Representative and the Management Sellers’ and Precis Representative or their duly authorised agent shall, at the Sellers’ Company’s cost and expense, prepare the corporation tax returns and computations of the Company and its Subsidiaries for all accounting periods ended on or before the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 8.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 8.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment amendment, or with such amendments as the 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 Sellers’ Representative and the Management Sellers’ and Precis Representative or their agent all such assistance as may reasonably be required (at the Sellers’ Company’s cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 8.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 8.3 The Sellers Buyer will procure that the Company and the Subsidiaries do not amend or withdraw any return or computation or any claim, election, surrender or consent made by it in respect of its accounting periods ended on or 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 such amendment or withdrawal the Sellers’ Representative and the Management Sellers’ and Precis Representative reasonable representations. 8.4 The Sellers’ Representative and the Management Sellers’ and Precis Representative or their duly authorised agent shall, at the Sellers’ Company’s cost and expense, prepare all documentation and 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 prior to the Accounts Date, provided that the Sellers Sellers’ Representative and the Management Sellers’ and Precis Representative 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. 7.4 8.5 The Buyer shall procure that the CompanyCompany and its Subsidiaries, at the Sellers’ cost and expensewithout charge, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Sellers’ Representative and the Management Sellers’ and Precis Representative or their duly authorised agent to prepare the corporation tax returns and computations of the Company and its Subsidiaries for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 78. 7.5 8.6 The Sellers 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 and its Subsidiaries for all accounting periods ended on or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possiblereasonably practicable. 7.6 8.7 For the avoidance of doubt: (a) doubt where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 9 shall take precedence over the provisions of this paragraph 7; 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 Taxation8.

CORPORATION TAX RETURNS. 7.1 6.1 The Sellers Vendor or their its duly authorised agent shall, agents shall at the Sellers’ Vendor's cost and expense, expense prepare the corporation tax returns and computations of the Group Company for all accounting periods ended on or before the Accounts Date, prior to Completion. To the extent that the same shall not have not been prepared before Completion, and the Vendor or its duly authorised agents shall submit them to the BuyerPurchaser for onward submission to the relevant Taxation Authority. 7.2 6.2 The Buyer Purchaser shall procure that the returns and computations referred to mentioned in paragraph 7.1 Clause 6.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or only with such amendments as the Buyer Purchaser reasonably considers to be necessary and shall give the Sellers Vendor or their agent its agents all such assistance as 98 may reasonably be required (at the Sellers’ Vendor's cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer Purchaser shall not be obliged to take any such action as is mentioned in this paragraph 7.2 Clause in relation to any return that is not in the reasonable opinion of the Purchaser full, true and accurate in all material respects. 7.3 6.3 The Sellers or their Vendor's duly authorised agent shall, agents shall at the Sellers’ Vendor's cost and expense, expense prepare all documentation and 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 Accounts DateCompletion, provided that the Sellers Vendor shall not, not without the prior written consent of the Buyer 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 AuthorityAuthority unless necessary to make an appeal within the permitted time limit. 7.4 6.4 The Buyer Purchaser shall procure that the Group Company, at the Sellers’ Vendor's cost and expense, afford affords such access to their its books, accounts and records as is necessary and reasonable to enable the Sellers or their Vendor's duly authorised agent agents to prepare prepared the corporation tax returns and computations of the Group Company for all accounting periods ended on or before the Accounts Date Completion, and conduct matters relating to them in accordance with this paragraph 7Clause. 7.5 6.5 The Sellers Vendor and the Purchaser agree to take (and the Purchaser agrees to procure that the Group Company shall take take) all reasonable steps to ensure that the corporation tax returns and computations of the Group Company for all accounting periods ended on or before the Accounts Completion Date are prepared and agreed with the relevant Taxation Authority as soon as possible. 7.6 For 6.6 The Purchaser shall procure that each Group Company shall sign and deliver to the avoidance Vendor all such letters, claims, surrenders, applications and elections and do all such other acts as the Vendor may reasonably request for the purpose of doubt:enabling the Vendor to minimise the liability to taxation for each Group Company in relation to the profits and losses of each Group Company in the financial periods of the Company up to and including that ended on the Reference Accounts date and for the 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 the Completion Accounts). (a) where any matter 6.7 The Purchaser shall procure that each Group Company will surrender as group relief losses to such company 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 Tax gives rise such surrenders shall be submitted to a Tax Claimthe Vendor prior to submission to the relevant Taxation Authority, together with any relevant correspondence from time to time. 6.8 The Purchaser shall procure that the provisions of paragraph 8 shall take precedence over corporation tax computations already submitted to the provisions of this paragraph 7; and (b) relevant Taxation Authority for periods up to and including the provisions of this paragraph 7 shall period ended on the Reference Accounts Date will not prejudice be altered or amended in any way without the rights prior written approval of the Buyer Vendor. 6.9 The Purchaser shall procure that no changes are made to make a Tax Claim under the tax returns, computations and other documents mentioned in this Tax Covenant in respect Clause 6 as would lead to any of any Liability for Taxation.them effecting the minimisation of tax liability or the surrenders directed by the Vendor mentioned by Clause 6.6 and 6.7

CORPORATION TAX RETURNS. 7.1 The Sellers or their duly authorised agent shall9.1 Subject to this paragraph 9, at the Sellers’ cost and expense, prepare the corporation tax returns and computations Buyer will have exclusive conduct of all Tax affairs of the Company after the Completion Date. 9.2 The Buyer will procure that the Company keeps the Seller fully informed of its Tax affairs for all any accounting period ended on or before the Completion Date for which final agreement with the relevant Tax Authority of the amount of Tax due from the Company has not been reached. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for any such period to any Tax Authority without giving the Seller a reasonable opportunity to comment and taking account any reasonable representations made by the Seller. 9.3 The Buyer will procure that the Company does not amend or withdraw any return or computation or any claim, election, surrender or consent made by it for its accounting periods ended on or before the Accounts Date, Completion Date without giving the Seller a reasonable opportunity to comment and taking account of any reasonable representations made by the extent that the same have not been prepared before Completion, and submit them to the BuyerSeller. 7.2 9.4 The Buyer shall procure that the returns and computations referred to in this paragraph 7.1 9.4 shall be authorised, signed and submitted to the relevant Taxation Tax Authority without amendment or with such any amendments as the Buyer reasonably considers to be necessary and shall give the Sellers Seller or their agent all such reasonable assistance as may reasonably be required (at the Sellers’ Seller’s cost and expense) to agree finalise those returns and computations with the relevant Taxation Tax Authority, provided that save where the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that or computation is not full, true and accurate in all material respects. 7.3 9.5 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare all documentation and 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 prior to the Accounts Date, provided that the 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 Taxation Authority or agree any matter with the relevant Taxation Authority. 7.4 The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7. 7.5 The Sellers 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 Completion Date are prepared and agreed with submitted to the relevant Taxation Tax Authority as soon as possible. 7.6 9.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 10 shall take precedence over the provisions of this paragraph 79; and (b) the provisions of this paragraph 7 9 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for TaxationTax.

CORPORATION TAX RETURNS. 7.1 8.1 The Sellers Covenantors or their duly authorised agent shall, agents shall (at the Sellers’ Company's cost and expense, ) prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before prior to the Accounts Date, to the extent that the same shall not have not been prepared before Completion, and submit them to the BuyerPurchaser. 7.2 8.2 The Buyer Purchaser shall procure that the returns and computations referred to mentioned in paragraph 7.1 sub-clause 8.1 shall be authorised, signed and submitted to the relevant Taxation Authority HM Inspector of Taxes without amendment or only with such amendments as the Buyer Purchaser reasonably considers to be necessary so as to make them true and accurate in all respects and as to which the Covenantors shall agree (such agreement not to be unreasonably withheld or delayed) and shall give the Sellers Covenantors or their agent agents all such assistance as may reasonably be required (at the Sellers’ Company's cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respectsHM Inspector of Taxes. 7.3 8.3 The Sellers Covenantors or their duly authorised agent shall, agents shall (at the Sellers’ Company's cost and expense, ) prepare all documentation and 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 prior to the Accounts Date, Date provided that the Sellers Covenantors shall not, not without the prior written consent of the Buyer Purchaser (not to be unreasonably withheld or delayed), ) transmit any substantive communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation AuthorityHM Inspector of Taxes. 7.4 8.4 The Buyer Purchaser shall procure that the Company, at the Sellers’ cost and expense, afford Company affords such access to their its books, accounts and records as is necessary and reasonable to enable the Sellers Covenantors or their duly authorised agent agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7Clause 8. 7.5 8.5 The Sellers Covenantors 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 HM Inspector of Taxes as soon as possible. 7.6 For reasonably practicable in accordance with this clause. This Agreement shall be binding on the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; and (b) the provisions of this paragraph 7 shall not prejudice the rights personal representatives or successors of the Buyer Covenantors. This Agreement may be freely assigned in whole or in part by the Purchaser to make a Tax Claim under this Tax Covenant in respect any of its wholly owned subsidiaries or to any Liability for Taxationmember of the group of Companies of which it forms part from time to time but not further or otherwise without the prior written consent of the Covenantors.

CORPORATION TAX RETURNS. 7.1 The Sellers Subject to paragraphs 7.2 and 7.5, the Buyer will procure that Transgenomic Limited keeps the Seller fully informed of its Tax affairs for any accounting period ended on or their duly authorised agent shall, at before Closing for which final agreement with the Sellers’ cost and expense, prepare the corporation tax returns and computations relevant Tax Authority of the Company amount of Tax due from Transgenomic Limited has not been reached or in relation to any Accounting Period in respect of which the Seller may be liable to the Buyer under paragraph 2. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for all any such period to any Tax Authority without giving the Seller a reasonable opportunity to comment and taking account of the Seller's reasonable representations. The Buyer will procure that Transgenomic Limited will not amend or withdraw any return or computation or any claim, election, surrender or consent made by it for its accounting periods ended on or before Closing without giving the Accounts Date, Seller a reasonable opportunity to comment and taking account of the extent that the same have not been prepared before Completion, and submit them to the BuyerSeller's reasonable representations. 7.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 shall be authorisedSeller or its duly authorised agents or advisers shall, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost of the Seller, prepare and expense) to agree those submit the corporation tax computations and returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respectsof Transgenomic Limited for its Accounting Period ending 31 December 2015 (“2015 Tax Documents”). 7.3 The Sellers Seller shall deliver to the Buyer for comments, at least 45 Business Days prior to the last date on which the 2015 Tax Documents must be submitted without incurring any interest or their duly authorised agent shallpenalty, the 2015 Tax Documents which it intends to submit to the Tax Authority before submission to the Tax Authority and subject to this Clause 7 shall take account of the reasonable comments of the Buyer and make such amendments to the 2015 Tax Documents as the Buyer may reasonably require in writing within 30 Business Days of the date of delivery of the 2015 Tax Documents. 7.4 Subject to paragraphs 7.3 and 7.5, the Buyer shall procure that: (a) Transgenomic Limited properly authorises and signs the 2015 Tax Documents and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Seller shall reasonably require in relation to the 2015 Tax Documents; (b) Transgenomic Limited provides to the Seller, at the Sellers’ cost and expense, prepare all documentation and 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 prior to the Accounts DateSeller, provided that the Sellers shall notsuch information and assistance, including 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. 7.4 The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford limitation such access to their its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the 2015 Tax Documents; and (c) any correspondence which relates to the 2015 Tax Documents shall, if received by the Buyer or Transgenomic Limited or their agents or advisers, be copied to the Seller as soon as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7reasonably practicable. 7.5 The Sellers Buyer shall be under no obligation to take all reasonable steps to ensure that the corporation tax returns and computations comments of the Company for all accounting periods ended on Seller under paragraph 7.1 into account or before to procure the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possible. 7.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise authorisation, signing or submission to a Tax ClaimAuthority of any 2015 Tax Document delivered to it under paragraphs 7.2 to 7.4 which it considers, in its reasonable opinion, is false, misleading, incomplete or inaccurate in any material respect or would otherwise adversely affect the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; and (b) the provisions of this paragraph 7 shall not prejudice the rights business or Tax affairs of the Buyer to make a Buyer, any member of the Buyer’s Tax Claim under this Tax Covenant in respect of any Liability for TaxationGroup or Transgenomic Limited.

CORPORATION TAX RETURNS. 7.1 6.1 The Sellers or their duly authorised agent shall, Buyer shall at the Sellers’ Company's cost and expense, expense prepare or cause to be prepared and 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 the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 6.2 The Buyer shall procure that at the returns Company's cost and computations referred to in paragraph 7.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment expense prepare or with such amendments as the Buyer reasonably considers cause to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare prepared all documentation and 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 prior to the Accounts Date, provided . 6.3 The Buyer shall ensure that the Sellers shall not, without the prior all material written consent of the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) communications to the relevant Taxation Authority or agree any matter with in respect of the relevant Taxation Authority. 7.4 The Buyer shall procure that returns and computations referred to in clause 6.1 above are first sent to the Company, at the Sellers’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Covenantors (or their duly authorised agent to prepare appointed tax advisers) as follows:- (a) in the case of corporation tax returns and computations at least twenty working days before the due date for submission of the Company for same; and (b) in the case of all accounting periods ended on or other communications at least ten working days before the Accounts Date due date for submission of the same, and conduct matters relating the Buyer shall consult with the Covenantors regarding the contents of such communications and (without prejudice to them the Buyer's rights under this Tax Deed of Covenant or in accordance with this paragraph 7relation to the Tax Warranties) shall incorporate any reasonable comments of the Covenantors. 7.5 The Sellers 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. 7.6 6.4 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 clause 7 shall take precedence over the provisions of this paragraph 7clause 6; and (b) the provisions of this paragraph 7 clause 6 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Deed of Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 7.1 9.1 The Relevant Sellers or their duly authorised agent shall, shall at the Sellers’ Company's cost and expense, expense prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts DateCompletion, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 9.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 9.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Relevant Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, Authority provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 9.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 9.3 The Relevant Sellers or their duly authorised agent shall, shall at the Sellers’ Company’s cost and expense, expense prepare all documentation and 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 prior to the Accounts Date, before Completion provided that the Relevant Sellers shall not, 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. 7.4 9.4 The Buyer shall procure that the Company, at the Sellers’ Company’s cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Relevant Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 79. 7.5 9.5 The Relevant Sellers 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. 7.6 9.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 10 shall take precedence over the provisions of this paragraph 79; and (b) the provisions of this paragraph 7 9 shall not prejudice the rights of the Buyer to make a Tax Claim claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 7.1 8.1 The Sellers Vendor or their its duly authorised agent shall, shall at the Sellers’ Vendor's cost and expense, expense prepare the corporation tax returns and computations of the Company and its Subsidiary for all accounting periods ended on or before prior to the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the BuyerPurchaser. 7.2 8.2 The Buyer Purchaser shall procure that the returns and computations referred to in paragraph 7.1 8.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer Purchaser reasonably considers to be necessary and shall give the Sellers Vendor or their its agent all such assistance as may reasonably be required (at the Sellers’ Vendor's cost and expense) to prepare and agree those returns and computations with the relevant Taxation Authority, Authority provided that the Buyer Purchaser shall not be obliged to take any such action as is mentioned in this paragraph 7.2 8.2 in relation to any return that is not fullcomplete, true and accurate in all material respects. 7.3 8.3 The Sellers Vendor or their its duly authorised agent shall, shall at the Sellers’ Vendor's cost and expense, expense prepare all documentation and 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 prior to the Accounts Date, Date provided that the Sellers Vendor shall not, not without the prior written consent of the Buyer 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. 7.4 8.4 The Buyer Purchaser shall and shall procure that the CompanyCompany and its Subsidiary shall, at the Sellers’ Vendor's cost and expense, , (a) afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Vendor or their its duly authorised 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 the Accounts Date and conduct matters relating to them in accordance with this paragraph 78; (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. 7.5 8.5 The Sellers 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. 7.6 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 or its Subsidiary executes all claims, elections, consents or other documents relevant for that purpose. 8.11 For the avoidance of doubt: (a) : o where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 9 shall take precedence over the provisions of this paragraph 78; and (b) and o the provisions of this paragraph 7 8 shall not prejudice the rights of the Buyer Purchaser to make a Tax Claim claim under this Tax Covenant in respect of any Liability for Taxation.

CORPORATION TAX RETURNS. 7.1 8.1 The Sellers or their duly authorised agent shall, shall at the Sellers’ Warrantors' cost and expense, expense prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts DateCompletion, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 8.2 The Buyer shall take all reasonable steps to procure that the returns and computations referred to in paragraph 7.1 Paragraph 8.1 above shall be authorised, signed and submitted to the relevant Taxation Tax Authority without amendment or with such amendments as the Buyer reasonably or the Company considers to be reasonable or necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ Warrantors' cost and expense) to agree those returns and computations with the relevant Taxation Authority, Tax Authority provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 Paragraph 8.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 8.3 The Sellers or their duly authorised agent shall, shall at the Sellers’ Warrantors' cost and expense, expense prepare all documentation and 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 prior to the Accounts Date, Completion provided that the Sellers shall not, not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed), withheld) transmit any communication (written or otherwise) to the relevant Taxation Tax Authority or agree any matter with the relevant Taxation Tax Authority. 7.4 8.4 The Buyer shall take all reasonable steps to procure that the Company, at the Sellers’ Warrantors' cost and expense, afford affords such access to their its books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date Completion and conduct matters relating to them in accordance with this paragraph 7Paragraph 8. 7.5 8.5 The Sellers 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 Completion are prepared and agreed with the relevant Taxation Tax Authority as soon as possible. 7.6 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 returns and computations of the Company in respect of the accounting period current at Completion (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 reasonable request of the Buyer, provide the Buyer and the Company with all reasonable assistance (including information) in respect of the Tax affairs of the Company for any accounting period beginning before Completion. 8.9 For the avoidance of doubtdoubt and notwithstanding any provision in this Agreement to the contrary: (a) where any matter relating to Tax gives rise to a Tax Authority Claim, the provisions of paragraph 8 Paragraph 9 below shall take precedence over the provisions of this paragraph 7; andParagraph 8; (b) the provisions of this paragraph 7 Paragraph 8 shall not prejudice the rights of the Buyer to make a Tax Claim claim under this Tax Covenant in respect of any Liability for TaxationTax 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 which provision in the Buyer’s reasonable opinion is or could be inconsistent with the terms of this Paragraph 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. 7.1 The 10.1 Subject to this paragraph 10, the Management Sellers or their duly authorised agent shallwill, at the Sellers’ relevant Group Member’s cost and expenseexpense (to the extent such costs and expense have been properly incurred by the Management Sellers and were provided for in the Completion Statements), prepare and submit the corporation tax returns and the computations of the Company each Group Member for all accounting periods ended ending on or before Completion (the Accounts Date, to the extent that the same have not been prepared before Completion, “Pre Completion Returns”) and shall prepare and submit them to the Buyer. 7.2 The Buyer shall procure that the returns all related documentation and computations referred to in paragraph 7.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare all documentation correspondence and shall have conduct of all matters the negotiation and agreement of the Pre Completion Returns. 10.2 The Management Sellers shall, or shall procure that their duly authorise agents shall: 10.2.1 submit any Pre Completion Returns (including correspondence) relating which have not been submitted to the corporation tax returns applicable Tax Authority before Completion) to the Buyer at least 21 days before the date upon which such Pre Completion Returns are required to be filed with the applicable Taxation Authority without incurring interest and computations penalties and such Pre Completion Returns shall only be submitted to the applicable Tax Authority once the Buyer gives such approval which is not to be unreasonably withheld or delayed; 10.2.2 take account of all reasonable comments made by the Buyer in relation to the Pre Completion Returns; 10.2.3 keep the Buyer properly informed of the Company for progress of any negotiations with any Taxation Authority including the sending of copies of all accounting periods ended on material correspondence, notes or prior other written records of material telephone conversations or material meetings to the Accounts Date, provided Buyer (and which the Buyer does not already have copies of); 10.2.4 take all reasonable steps to ensure that the Pre Completion Returns are prepared and agreed with the applicable Taxation Authority without unreasonable delay; and 10.2.5 the Management Sellers shall not, make no agreements with the applicable Taxation Authority or agree any matter which is likely to materially prejudice the business or Taxation affairs of any Buyer’s Associate 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. 7.4 10.3 The Buyer shall procure that: 10.3.1 the Pre Completion Returns and other documentation mentioned in sub-paragraph 10.1, to the extent not authorised, signed and submitted before Completion, be authorised, signed and submitted to the applicable Taxation Authority without amendment or with such amendments as the Seller agrees, provided that the CompanyBuyer shall not be obliged to procure the signing or submission of any Pre Completion Return that is not full, at true and accurate in all material respects; 10.3.2 each Group Member and its agents or employees shall give (without charge) the Sellers’ cost and expenseManagement Sellers or their agents such assistance as may be reasonably required to agree the Pre Completion Returns with the applicable Taxation Authority or to facilitate the settlement or management of the relevant Group Member’s own Taxation affairs, afford such including (without limitation) providing access to their the personnel, books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company and providing copies of relevant documentation; and 10.3.3 the Management Sellers are promptly (and in any event within 10 Business Days) sent a copy of any communication from any Taxation Authority insofar as it relates to the Pre Completion Returns or related Taxation affairs of a Group Member. 10.4 Subject to paragraph 10.5, the Buyer will have exclusive conduct of all Taxation affairs of each Group Member in relation to a tax period ending after Completion. 10.5 The Buyer will procure that each Group Member keeps the Management Sellers properly informed of its Taxation affairs in respect of the accounting period ending after Completion but beginning on or prior to Completion (the “Straddle Returns”) to the extent such matters may give rise to liability to the Management Sellers under this Schedule 4. The Buyer or its duly authorised agents shall submit the Straddle Returns together with any replies to enquiries from a Taxation Authority, in relation to such matters, in draft form to the Sellers for comment at least 21 days prior to the date upon which the Straddle Returns are required to be filed with the applicable Taxation Authority without incurring interest and penalties and shall take account of all reasonable comments made by the Sellers. 10.6 The Buyer will procure that each Group Member does not amend or withdraw any return or computation or any claim, election, surrender or consent made by the respective Group Member in respect of its accounting periods ended on or before Completion without the Accounts Date and conduct matters relating to them in accordance with this paragraph 7. 7.5 The Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations prior written consent of the Company for all accounting periods ended on Sellers’ Representative (such consent not to be unreasonably withheld or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possibledelayed). 7.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; 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. 7.1 9.1 The Sellers Seller or their its duly authorised agent shall, shall at the Sellers’ cost and expense, of the Company prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before prior to the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 9.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 9.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as requested by the Buyer reasonably considers but subject to the prior approval of the Seller (such approval not to be necessary unreasonably withheld) and shall give the Sellers Seller or their its agent all such assistance as may reasonably be required (at the Sellers’ Seller´s cost and expense) to agree those returns and computations with the relevant Taxation Authority, Authority provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 9.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 9.3 The Sellers Seller or their its duly authorised agent shall, shall at the Sellers’ Seller´s cost and expense, expense prepare all documentation and 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 prior to the Accounts Date, Date provided that the Sellers Seller shall not, 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. 7.4 9.4 The Buyer shall procure that the Company, at the Sellers’ Seller´s cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Seller or their its duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 79. 7.5 9.5 The Sellers 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. 7.6 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 executes all claims, elections, 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 8 10 shall take precedence over the provisions of this paragraph 79; and (b) the provisions of this paragraph 7 9 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation. 9.13 The Seller shall, or shall procure, to the extent that it is able to do so, that all the records not in the possession or control of the Company needed by the Buyer to identify, quantify and submit a claim for capital allowances shall be preserved and, to the extent that such records are not delivered to the Buyer on Completion, the Seller shall make available or shall procure that the records shall be made available to the Buyer. The Seller agrees to provide such information and other assistance as the Buyer may reasonable request to 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 capital allowances may be challenged. 9.14 For the avoidance of doubt, the Seller shall (to the 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 Retained Group, no member of the Retained Group shall be liable to pay any consideration to the Company or the Buyer in respect of such surrender.

CORPORATION TAX RETURNS. 7.1 19.1 The Sellers Warrantors or their duly authorised agent shall, at the Sellers’ Warrantors' cost and expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 19.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 8.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as are agreed by the Buyer reasonably considers to be necessary Sellers and shall give the Sellers Warrantors or their agent all such assistance as may reasonably be required (at the Sellers’ Company’s cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 19.3 The Sellers Warrantors or their duly authorised agent shall, at the Sellers’ Warrantors' cost and expense, prepare all documentation and 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 prior to the Accounts Date, provided that the Sellers 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. 7.4 19.4 The Buyer shall procure that the Company, at the Sellers’ Company’s cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Warrantors or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 78. 7.5 19.5 The Sellers Warrantors 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. 7.6 19.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 9 shall take precedence over the provisions of this paragraph 78; and (b) the provisions of this paragraph 7 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. 7.1 6.1 The Sellers or their duly authorised agent shall, at the Sellers’ ' cost and expense, prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 6.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 6.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 6.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 6.3 The Sellers or their duly authorised agent shall, at the Sellers’ ' cost and expense, prepare all documentation and 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 prior to the Accounts Date, provided that the 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 Taxation Authority or agree any matter with the relevant Taxation Authority. 7.4 6.4 The Buyer shall procure that the CompanyCompany and the Subsidiaries, at the Sellers’ ' cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 76. 7.5 6.5 The Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possible. 7.6 6.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 7 shall take precedence over the provisions of this paragraph 76; and (b) the provisions of this paragraph 7 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. 7.1 8.1 The Sellers Warrantors or their duly authorised agent shall, at the Sellers’ cost and expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before prior to the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 8.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 8.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers Warrantors or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, Authority provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 8.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 8.3 The Sellers Warrantors or their duly authorised agent shall, at the Sellers’ cost and expense, shall prepare all documentation and 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 prior to the Accounts Date, Date provided that the Sellers Warrantors shall not, 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. 7.4 8.4 The Buyer shall procure that the Company, at the Sellers’ cost and expense, Company afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Warrantors or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 78. 7.5 8.5 The Sellers Warrantor 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 possiblein a timely manner. 7.6 8.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 9 shall take precedence over the provisions of this paragraph 78; and (b) the provisions of this paragraph 7 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. 7.1 (a) The Management Sellers or their duly authorised agent shall, shall at the Sellers’ relevant Group Entity’s cost and expense, expense prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before the Accounts Date, to the extent that the same have not been prepared before CompletionClosing, and submit them to the BuyerBuyer at least 20 days prior to the due date for submission of any such returns. 7.2 (b) The Buyer shall procure that the returns and computations referred to in paragraph 7.1 clause 8.13(a) shall be authorised, signed and submitted to the relevant Taxation Tax Authority without amendment or with such amendments as the 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 be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Tax Authority, provided that save where the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that or computation is not full, true and accurate accurate, in all material respectswhich case the Buyer shall afford the Management Sellers a reasonable opportunity to correct any such error. 7.3 (c) The Management Sellers or their duly authorised agent shall, shall at the Sellers’ relevant Group Entity’s cost and expense, expense prepare all documentation and shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or prior to the Accounts Date, Date provided that the Management Sellers shall not, 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 Tax Authority or agree any matter with the relevant Taxation Tax Authority, and the Management Sellers shall keep the Buyer informed of any other matters in relation to its dealings with such corporation tax returns. 7.4 (d) The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford relevant Group Entity affords such access to their its books, accounts and records as is necessary and reasonable to enable the Management Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before the Accounts Closing Date and conduct matters relating to them in accordance with this paragraph 7clause 8.13. 7.5 (e) The Sellers Buyer or its duly authorised agents shall take be responsible for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authority at the cost of the relevant Group Entity all reasonable steps to ensure that the corporation tax returns and computations of the Company for all Group Entities in respect of the accounting periods ended on or period during which Closing takes place (“Straddle Period Returns”), but shall not submit the Straddle Period Returns without giving reasonable opportunity to the Management Sellers to comment upon the 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 of 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 Accounts Date are prepared and agreed with case of such error shall afford to the relevant Taxation Authority as soon as possibleManagement Sellers a reasonable opportunity to correct such error. 7.6 (f) For the avoidance of doubt: (ai) where any matter relating to Tax gives rise to a Third Party Tax Claim, the provisions of paragraph 8 clause 8.12 shall take precedence over the provisions of this paragraph 7; clause 8.13 and (bii) the provisions of this paragraph 7 clause 8.13 shall not prejudice the rights of the Buyer to make a claim under the Tax Claim under this Indemnity or the Tax Covenant in respect of any Liability for TaxationWarranties.

CORPORATION TAX RETURNS. 7.1 The Sellers or their duly authorised agent shallSubject to sub-paragraph 7.2 and to sub-paragraph 7.4, at the Sellers’ cost and expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before prior to Completion, the Accounts DateSellers or their duly authorised agents shall, at the Company’s sole cost and expense (to the extent that an appropriate provision has been made in the same 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 not been prepared before Completion, conduct of the negotiation and submit them to agreement of the BuyerPre 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 returns Pre Completion Returns and computations referred to other documentation mentioned in sub-paragraph 7.1 shall shall, subject to sub-paragraph 7.2 to the extent not authorised signed or submitted before Completion, be authorised, signed and submitted to the relevant applicable Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent agents all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations the Pre Completion Returns with the relevant applicable Taxation Authority, provided that Authority PROVIDED THAT the Buyer shall not be obliged to incur any material cost or expense in doing so or to take any such action as is mentioned in this paragraph 7.2 in relation to any return Pre Completion Return that is not full, true and accurate in all material respects. 7.3 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 non-remediable breach of their obligations under sub-paragraph 7.2 or their 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 Pre Completion Return or other 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 agent shall, at agents shall prepare the Sellers’ cost and expense, prepare all documentation and 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 prior to which end after Completion (including for the Accounts Date, provided that avoidance of doubt the Sellers shall not, without the prior written consent of the Buyer (not to be unreasonably withheld or delayedaccounting period which starts before and ends after Completion), transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation Authority. 7.4 The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7. 7.5 The Sellers 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. 7.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; and (b) the provisions of this paragraph 7 shall not prejudice apply or shall cease to apply to any matter that is or becomes the rights subject of the Buyer to make a Tax Claim under and that is therefore governed by paragraph 8 of this Tax Covenant in respect of any Liability for TaxationCovenant.

CORPORATION TAX RETURNS. 7.1 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 Sellers Buyer will procure that the Company and any Subsidiary does not amend or 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 agent shall, shall at the Sellers’ Buyer’s cost and expense, expense prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended commencing on or before the Accounts DateCompletion, to the extent that the same have not been prepared before Completion, and submit them to the BuyerWarrantors 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. 7.2 8.4 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 8.3 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer Warrantors reasonably considers consider to be necessary and the Warrantors shall give the Sellers Buyer or their its agent all such assistance as may reasonably be required (at the Sellers’ Buyer’s cost and expense) to agree those returns and computations with the relevant Taxation Authority, Authority provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 8.4 in relation to any return that is not full, true and accurate in all material respects. 7.3 8.5 The Sellers Buyer or their its duly authorised agent shall, shall at the Sellers’ Buyer’s cost and expense, expense prepare all documentation and 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 prior to the Accounts Date, Date provided that the Sellers Buyer shall not, not without consulting the prior written consent Warrantors and taking into account the reasonable representations of the Buyer (not to be unreasonably withheld or delayed), Warrantors transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation Authority. 7.4 8.6 The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7. 7.5 The Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended commencing on or before the Accounts Date Completion are prepared and agreed with the relevant Taxation Authority as soon as possible. 7.6 8.7 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 9 shall take precedence over the provisions of this paragraph 78; and (b) the provisions of this paragraph 7 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. 7.1 8.1. The Sellers Warrantors or their duly authorised agent shall, shall at the SellersWarrantors’ cost and expense, expense prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts DateCompletion, to the extent that the same have not been prepared before Completion, and submit them to the Buyer. 7.2 8.2. The Buyer shall procure that the returns and computations referred to in paragraph 7.1 8.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer Warrantors shall reasonably considers agree (such agreement not to be necessary unreasonably withheld or delayed) and shall give the Sellers Warrantors or their agent all such assistance as may reasonably be required (at the SellersWarrantors’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, Authority provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 8.2 in relation to any return that is not full, true and accurate in all material respects. 7.3 8.3. The Sellers Warrantors or their duly authorised agent shall, shall at the SellersWarrantors’ cost and expense, expense prepare all documentation and 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 prior to the Accounts Date, Completion provided that the Sellers Warrantors shall not, 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. 7.4 8.4. The Buyer shall procure that the Company, at the SellersWarrantors’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers Warrantors or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 78. 7.5 8.5. The Sellers Warrantors 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 reasonably possible. 7.6 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: (a) 8.7.1. where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 9 shall take precedence over the provisions of this paragraph 78; and (b) 8.7.2. the provisions of this paragraph 7 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 long as consistent with applicable laws. 8.10. The Buyer shall procure that the Company shall provide to the 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 copy of any communication from any Taxation Authority insofar as it relates to the 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 date on which the same is intended to be submitted; 8.12.3. incorporate any reasonable comments of the Warrantors 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. 8.13. The Buyer shall be under no obligation to procure the authorisation, signing or submission of any 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. 7.1 12.1 The Sellers Vendor or their its duly authorised agent shallagents will, at the Sellers’ 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 the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Accounting Date, to the extent that the same they have not been prepared before Completion, and submit them to the BuyerPurchaser. 7.2 The Buyer shall 12.2 Purchaser will procure that the Company causes the returns and computations referred to mentioned in paragraph 7.1 shall 12.1 to be authorised, signed and submitted to the relevant appropriate Taxation Authority without amendment or with such amendments as the Buyer Purchaser reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respectsnecessary. 7.3 12.3 The Sellers Vendor or their its duly authorised agent shallagents will, at the Sellers’ 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 shall have conduct of deal with all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or prior to before the Accounts Date, Accounting Date provided that the Sellers shall not, Vendor will not without the prior written consent of the Buyer Purchaser (not to be unreasonably withheld or delayed), ) transmit any communication (whether written or otherwise) to the relevant Taxation Authority HM Inspector of Taxes or agree any matter with the relevant Taxation AuthorityHM Inspector of Taxes. 7.4 12.4 The Buyer shall Purchaser will procure that the Company, at the Sellers’ cost and expense, afford Company affords such access to their its books, accounts and records as is necessary and reasonable to enable the Sellers Vendor or their its duly authorised agent agents to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Accounting Date and conduct matters relating to them in accordance with this paragraph 712. 7.5 12.5 The Sellers shall Vendor will 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 Accounting Date are prepared and agreed with the relevant Taxation Authority HM Inspector of Taxes as soon as possible. 7.6 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; 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. 7.1 (a) The Sellers Seller or their its duly authorised agent shall, shall at the Sellers’ relevant Group Entity’s cost and expense, expense prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before the Accounts Date31 December 2019, to the extent that the same have not been prepared before CompletionClosing, and submit them to the BuyerBuyer at least 20 days prior to the due date for submission of any such returns. 7.2 (b) The Buyer shall procure that the returns and computations referred to in paragraph 7.1 Clause 9.13(a) shall be authorised, signed and submitted to the relevant Taxation Tax Authority without amendment or with such amendments as the 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 Sellers Seller or their its agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Tax Authority, provided that save where the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that or computation is not full, true and accurate accurate, in all material respectswhich case the Buyer shall afford the Seller a reasonable opportunity to correct any such error. 7.3 (c) The Sellers Seller or their its duly authorised agent shall, shall at the Sellers’ relevant Group Entity’s cost and expense, expense prepare all documentation and shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or prior to the Accounts Date, 31 December 2019 provided that the Sellers Seller shall not, 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 Tax Authority or agree any matter with the relevant Taxation Tax Authority, and the Seller shall keep the Buyer informed of any other matters in relation to its dealings with such corporation tax returns. 7.4 (d) The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford relevant Group Entity affords such access to their its books, accounts and records as is necessary and reasonable to enable the Sellers Seller or their its duly authorised agent to prepare the corporation tax returns and computations of the Company Group Entities for all accounting periods ended on or before the Accounts Closing Date and conduct matters relating to them in accordance with this paragraph 7Clause 9.13. 7.5 (e) The Sellers Buyer or its duly authorised agents shall take be responsible for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authority at the cost of the relevant Group Entity all reasonable steps to ensure that the corporation tax returns and computations of the Company for all Group Entities in respect of the accounting periods ended on or period during which Closing takes place (“Straddle Period Returns”), but shall not submit the Straddle Period Returns without giving reasonable opportunity to the Seller to comment upon the 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 of 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 Accounts Date are prepared and agreed with case of such error shall afford to the relevant Taxation Authority as soon as possibleSeller a reasonable opportunity to correct such error. 7.6 (f) For the avoidance of doubt: (ai) where any matter relating to Tax gives rise to a Third Party Tax Claim, the provisions of paragraph 8 Clause 9.12 shall take precedence over the provisions of this paragraph 7Clause 9.13; and (bii) the provisions of this paragraph 7 Clause 9.13 shall not prejudice the rights of the Buyer to make a claim under the Tax Claim under this Indemnity or the Tax Covenant in respect of any Liability for TaxationWarranties.