Credit for Tax Savings. (a) If, at the Seller’s request and expense, the auditors or accountants of the Acquired Entities for the time being (the “Auditors”) determine that an Acquired Entity has obtained a “Tax Saving” (which for the purposes of this Section shall mean where the Sellers or Xxxxxxx have made a payment under Section 8.1(a) or for breach of any of the Tax Warranties in respect of a Liability which results in the reduction of any other liability to Tax of an Acquired Entity) the Buyer shall on demand repay to the Sellers or Xxxxxxx the lesser of:
(i) the amount of the Tax Saving (as determined by the Auditors); and
(ii) the amount paid by the Sellers or Xxxxxxx in respect of the Liability which gave rise to the Tax Saving, less any reasonable costs and expenses incurred by the Buyer or the Company pursuant to Section 8.1(a)(iv) above.
(b) If the Buyer becomes aware that there is or may be a Tax Saving it shall (or shall procure that the Acquired Entities shall) as soon as reasonably practicable inform the Management Sellers’ Representative of that fact and the amount of the Tax Saving.
(c) In determining whether an Acquired Entity has obtained a Tax Saving, the Auditors will act as experts and not as arbitrators and their determination will (in the absence of manifest error) be conclusive and binding on the parties.
Credit for Tax Savings. 6.1 If, at the Warrantors' request and expense, the Auditors determine that the Company has obtained a Tax Saving the Buyer shall on demand repay to the Warrantors the lesser of:
6.1.1 the amount of the Tax Saving (as determined by the Auditors); and
6.1.2 the amount paid by the Warrantors in respect of the Tax Liability which gave rise to the Tax Saving, less any reasonable costs and expenses incurred by the Buyer or the Company in respect of that Tax Liability.
6.2 The Company will be entitled to use, in priority to any Relief which gives rise to a Tax Saving, any other Relief available to it (including by way of surrender by another company to it) to reduce or eliminate any liability to make an actual payment of corporation tax.
6.3 The Company will not obtain a Tax Saving until the last date upon which it would have been obliged to make an actual payment of corporation tax which has been reduced or eliminated in order to avoid interest thereon.
6.4 In determining whether the Company has obtained a Tax Saving, the Auditors will act as experts and not as arbitrators and their determination will (in the absence of manifest error) be conclusive and binding on the parties.
6.5 If the Buyer becomes aware that there is or may be a Tax Saving it shall (or shall procure that the Company shall) as soon as reasonably practicable inform the Warrantors of the fact and the amount of the Tax Saving.
Credit for Tax Savings. (a) If the Buyer becomes aware that a Saving has arisen or may arise it shall notify the Seller as soon as practicable. In that case, or where the Seller otherwise believe that a Saving may exist, Clause 9.10(b) shall apply.
(b) If, on or before the seventh anniversary of Closing, at the Seller’s request and expense, the auditors of the Group Entities (“Auditors”) determine that any Group Entity has obtained a Saving, the Buyer shall as soon as reasonably practicable repay to the Seller the lesser of:
(i) the amount of the Tax Saving (as determined by the Auditors); and
(ii) the amount paid by the Seller in respect of the liability which gave rise to the Saving, less any reasonable costs and expenses incurred and any additional Tax suffered by the Buyer or any Group Entity in respect of that liability.
(c) A Saving shall only be dealt with in accordance with Clause 9.10(a) above once such a Relief reduces a liability of a Group Entity to make an actual payment of Tax.
Credit for Tax Savings. In this paragraph 5:
Credit for Tax Savings. 3.1 The Buyer covenants that if it or the relevant Group Company becomes aware that a Tax Saving has arisen, then:
(a) it will notify the Warrantors as soon as reasonably practicable; and
(b) it will (at the cost and expense of the Warrantors) use its reasonable endeavours to procure that the benefit of such Tax Saving is obtained as early as possible provided that nothing in this paragraph 3 shall require the Buyer or any Group Company to manage their tax affairs in a way which, in the reasonable opinion of the Buyer, would prevent optimum use of any Reliefs available.
3.2 If (at the cost and expense of the Warrantors) the Auditors certify that a Group Company has obtained the benefit of a Tax Saving, then the Buyer shall repay to the Warrantors an amount equal to the lesser of:
(a) the amount of such Tax Saving (as certified by the Auditors); and
(b) (to the extent not already refunded) the amount(s) previously paid by Warrantors to the Buyer under this Schedule in respect of the Prior Liability in question.
3.3 For the purpose of this Schedule, no Tax Saving (or the Relief giving rise to such Tax Saving) shall arise or be increased by any change in Tax Legislation, rates of Tax, extra statutory concession or published practice of any Tax Authority, in each case announced after Closing.
3.4 For the purposes of this paragraph 3:
Credit for Tax Savings. 4.1 For the purposes of this clause 4:
Credit for Tax Savings. (a) In this Section 7.05:
Credit for Tax Savings. 9.1 If, at the Covenantors' request and expense the Auditors determine that the Company has obtained a "Tax Saving" (which for the purposes of this paragraph 9 shall mean where the Sellers have made a payment under this Schedule or the Tax Warranties in respect of a Tax Liability which has resulted in an actual reduction of any other liability to Tax of the Company) the Company shall as soon as reasonably practicable repay to the Covenantors the lesser of:-
(a) the amount of the Tax Saving (as determined by the Auditors); and
(b) the amount paid by the Sellers in respect of the Tax Liability which gave rise to the Tax Saving.
9.2 If and to the extent there is an excess of Tax Saving after an amount has been paid to the Covenantors pursuant to paragraph 9.1, the excess shall be carried forward and set against any future payment or payments which become due from the Covenantors under this Schedule.
9.3 If the Buyer becomes aware that there is or may be a Tax Saving it shall (or shall procure that the Company shall) as soon as reasonably practicable inform the Sellers of that fact and the amount of the Tax Saving.
9.4 In determining whether the Company has obtained a Tax Saving, the Auditors will act as experts and not as arbitrators and their determination will (in the absence of manifest error) be conclusive and binding on the parties.
Credit for Tax Savings. 3.1 If, at the Vendor's request and expense, the Auditors determine that the Company has obtained a "Tax Saving" (which for the purposes of this paragraph 3 shall mean where the Vendor has made a payment under this Tax Covenant or the Tax Warranties in respect of a Tax Liability which results in the reduction of any other Tax liability of the Company including by reason of a Relief being or, as a result becoming, available to the Company (and the Purchaser agrees to use reasonable endeavours to ensure that any such Relief so reduces any such other Tax Liability and to utilise that Relief in priority to any other Relief)) the Purchaser shall on demand repay to the Vendor the lesser of:-
3.1.1 the amount of the Tax Saving (as determined by the Auditors); 3.
Credit for Tax Savings. 6.1 If, at the Warrantors’ request and expense, the Auditors determine that the Company has obtained a “Tax Saving” (which for the purposes of this paragraph 6 shall mean where the Warrantors have made a payment under this Tax Covenant in respect of a Tax Liability which results in the reduction of any other Tax Liability for which the Warrantors would not have otherwise been liable under this Tax Covenant) the Buyer shall on demand repay to the Warrantors the lesser of:
6.1.1 the amount of the Tax Saving (as determined by the Auditors); and
6.1.2 the amount paid by the Warrantors in respect of the Tax Liability which gave rise to the Tax Saving, less any reasonable costs and expenses incurred by the Buyer or the Company in respect of that Tax Liability.
6.2 The Company will be entitled to use, in priority to any Relief which gives rise to a Tax Saving, any other Relief available to it (including by way of surrender by another company to it) to reduce or eliminate any liability to make an actual payment of corporation tax.
6.3 The Company will not obtain a Tax Saving until the last date upon which it would have been obliged to make an actual payment of corporation tax which has been reduced or eliminated in order to avoid interest thereon.
6.4 If any disputes should arise under this paragraph 6 as to whether there is or has been any Tax Saving such dispute shall be referred for determination to a firm of chartered accountants agreed between the Warrantors and the Buyer and, failing such agreement, a firm of independent accountants shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales when making such determination shall act as an expert (“Expert”) and not as an arbitrator, whose decision shall be final and binding on the parties thereto. The Expert may make such enquiries as he shall think fit in order to make such determination and also determine how the costs of obtaining his opinion should be paid and borne by the parties.
