Common use of DISPUTES AND CONDUCT OF TAX CLAIMS 4 Clause in Contracts

DISPUTES AND CONDUCT OF TAX CLAIMS 4. 1 If the Purchaser or the Company shall become aware of a Tax Claim which is or may be relevant for the purposes of this Schedule the Purchaser shall or shall procure that the Company will as soon as reasonably practicable give written notice thereof to the Vendors at the address stated in accordance with Clause 14 of this Agreement for this purpose. 4.2 The Purchaser shall procure that the Company shall ensure that a claim for Taxation to which paragraph 4.1 applies is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and that no Liability to Taxation arising from the Claim is accepted or discharged prematurely. For this purpose, a payment made by the Company to avoid incurring interest or a penalty in respect of unpaid Taxation shall be deemed not to be made prematurely. 4.3 If the Vendors shall indemnify and secure the Purchaser and the Company to their reasonable satisfaction against any liabilities, reasonable costs or expenses which may be incurred thereby including any additional Liability to Taxation the Purchaser shall or shall procure that the Company will take such action as the Vendors may reasonably request in writing to avoid resist appeal dispute or compromise the Tax Claim (a Tax Claim where action is so requested being hereinafter referred to as a "Dispute") with the intent that the conduct and costs and expenses of the Dispute shall be delegated to and borne by the Vendors. PROVIDED ALWAYS THAT the Purchaser shall not be obliged to nor be required to procure that the Company shall take any such action if having given the Vendors written notice of the receipt of such assessment the Purchaser has not within 15 days thereafter received written instructions from the Vendors in accordance with the preceding provisions of this sub-paragraph to do so. 4.4 Notwithstanding that the conduct of a Dispute may be dealt with in accordance with the Vendors' request under sub-paragraph 4.2 above: 4.4.1 the Company and the Purchaser shall be kept fully informed of all matters pertaining thereto and shall be entitled to receive copies of all correspondence pertaining thereto; 4.4.2 the appointment of solicitors or other professional advisers shall be subject to the approval of the Purchaser such approval not to be unreasonably withheld or delayed; 4.4.3 all communications pertaining to the Dispute which are to be transmitted to the Inland Revenue H.M. Customs & Excise or any other appropriate statutory or governmental authority or body shall first be transmitted to the Purchaser which shall be afforded a reasonable opportunity to make comments before the communication is transmitted; 4.4.4 the Vendors shall make no settlement or compromise of the Dispute without the prior approval of the Purchaser such approval not to be unreasonably withheld or delayed. 4.5 If any dispute arises between the Vendor and the Purchaser as to whether the Tax Claim should be at any time be settled in full or contested in whole or in part, it shall be resolved in accordance with the provisions set out in the Eleventh Schedule. 5. PAYMENTS 5.1 The Vendors will settle with the Purchaser under the provisions of this Schedule in full as follows (subject always to the provisions of the Eleventh Schedule and in the event that these provisions and those of the Eleventh Schedule should conflict or otherwise be inconsistent the latter shall prevail): 5.1.1 where a member of the Group is due to make an actual payment of Taxation to which this Schedule relates five days before that payment is due; 5.1.2 in the case of the nullification cancellation or set-off of a right to repayment of Taxation the date on which that repayment would have been due; 5.1.3 in the case of the loss counteraction nullification disallowance or claw-back of any Relief (other than a right to repayment of Taxation) the date on which a member of the Group is required to make an actual payment of Taxation which it would not have been required to make but for the loss counteraction nullification disallowance or claw-back of that Relief; 5.1.4 in the case of costs and expenses incurred by the Purchaser or a member of the Group in connection with any Liability to Taxation or any other matter not dealt with elsewhere in this paragraph 5 ten days after the service by the Purchaser of a notice containing a written demand therefor which includes reasonable evidence of such expenses and costs being incurred. 5.2 Where there is or has been a Dispute and the Dispute relates to a Tax Claim where the Taxation the subject matter thereof has to be paid before the action requested by the Vendors in respect of the Tax Claim can effectively be taken settlement in respect thereof shall be made by the Vendors in full three days before such Taxation must be paid to enable the Purchaser to comply with the Vendors' request. 5.3 The Purchaser shall make a settlement with the Vendors to the extent that, and on the date on which, the Company receives a repayment of an amount paid in respect of a Liability to Taxation under Clause 5.1. A settlement with the Vendors under this paragraph 5.3 shall not prejudice the right of the Purchaser to recover from the Vendors under this schedule if a further liability to Taxation is imposed upon the Company, whether in respect of matters to which the settlement relates or otherwise. 5.4 For the purpose of Clause 5.3, the Company shall be deemed to receive a repayment: 5.4.1 on the date on which the Company receives a repayment of Taxation to which Clause 5.3 applies; 5.4.2 if and when the Company would have received the repayment but for a Liability to Taxation in respect of which the Company is not entitled to be indemnified under this deed; or 5.4.3 if and when the Company would have received the repayment had the Liability to Taxation been discharged by a payment of Taxation; 5.5 The obligations of the Purchaser pursuant to Clauses 5.3 and 5.4 shall cease forthwith on the date determined in accordance with the provisions of Clause 1.3 of the Ninth Schedule. 6.

DISPUTES AND CONDUCT OF TAX CLAIMS 4. 1 If the Purchaser Buyers or the Company shall become aware of a Tax Claim which is or may be relevant for Claim, the purposes of this Schedule the Purchaser Buyers shall or shall procure that the Company will as soon as reasonably practicable shall within ten days thereafter give written notice thereof to the Vendors at Covenantors but so that any notice which any one of the address stated Covenantors has in accordance with Clause 14 his capacity as a director of the Company for the time being or in any other capacity shall be deemed to be awareness by them for the purpose of this Agreement for this purposesub-clause. 4.2 The Purchaser Buyers shall and shall procure that the Company shall ensure that a claim for Taxation to which paragraph 4.1 applies is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and that no Liability to Taxation arising from the Claim is accepted or discharged prematurely. For this purpose, a payment made by the Company to avoid incurring interest or a penalty in respect of unpaid Taxation shall be deemed not to be made prematurely. 4.3 If the Vendors shall indemnify and secure the Purchaser and the Company to their reasonable satisfaction against any liabilities, reasonable costs or expenses which may be incurred thereby including any additional Liability to Taxation the Purchaser shall or shall procure that the Company will take such action as the Vendors Covenantors may reasonably request by notice in writing given to avoid resist the Company and either of the Buyers to avoid, dispute, defend, resist, appeal dispute or compromise the any Tax Claim (such a Tax Claim where action is so requested being hereinafter referred to as a "Dispute") and such action may include allowing the Covenantors to take on at their own expense the conduct of all or any proceedings arising in connection with the intent that Tax Claim in question. 4.3 If the Covenantors do not request either of the Buyers or the Company to take any action under clause 4.2 of this Deed within a period of 30 days (commencing with the date of the notice given to the Covenantors) or if the Dispute concerns fraudulent conduct of the Covenantors before the date of the Agreement, the Buyers or Company shall have the conduct and costs and expenses of the Dispute absolutely (without prejudice to its rights under this Deed) and shall be delegated free to and borne by pay or settle the Vendors. PROVIDED ALWAYS THAT Tax Claim on such terms as the Purchaser shall not be obliged to nor be required to procure that Buyers or the Company shall take any such action if having given the Vendors written notice of the receipt of such assessment the Purchaser has not within 15 days thereafter received written instructions from the Vendors in accordance with the preceding provisions of this may reasonably consider fit. 4.4 Subject to sub-paragraph to do so. 4.4 Notwithstanding that clause 4.3 above, the conduct of a Dispute shall be carried out upon such terms as may be dealt with agreed from time to time between either of the Buyers and the Covenantors PROVIDED THAT, unless either of the Buyers and the Covenantors specifically agree otherwise in accordance with writing, the Vendors' request under sub-paragraph 4.2 above: following terms shall be deemed to be incorporated into any such agreement:- 4.4.1 the Company and either of the Purchaser Buyers shall be kept fully informed of all matters pertaining thereto to a Dispute and shall be entitled to receive see copies of all correspondence pertaining theretoand notes or other written records of telephone conversations or meetings with any Taxation Authority to the extent that they relate to a Dispute; 4.4.2 the appointment of Covenantors shall be entitled to appoint solicitors or other professional advisers to conduct the Dispute; 4.4.3 the Covenantors shall be subject make no settlement or compromise of the Dispute or agree any matter in the conduct of the Dispute which is likely to adversely or materially affect the future liability to Taxation of the Company without the prior approval of either of the Purchaser Buyers, such approval not to be unreasonably withheld or delayed; 4.4.3 all communications pertaining to the Dispute which are to be transmitted to the Inland Revenue H.M. Customs & Excise or any other appropriate statutory or governmental authority or body shall first be transmitted to the Purchaser which shall be afforded a reasonable opportunity to make comments before the communication is transmitted; 4.4.4 the Vendors Buyers shall make no settlement not and shall ensure that the Company shall not admit liability in respect of or compromise of the Dispute or settle any Tax Claim without the prior approval of the Purchaser such approval not to be unreasonably withheld or delayed. 4.5 If any dispute arises between the Vendor and the Purchaser as to whether the Tax Claim should be at any time be settled in full or contested in whole or in part, it shall be resolved in accordance with the provisions set out in the Eleventh Schedule. 5. PAYMENTS 5.1 The Vendors will settle with the Purchaser under the provisions of this Schedule in full as follows (subject always to the provisions of the Eleventh Schedule and in the event that these provisions and those of the Eleventh Schedule should conflict or otherwise be inconsistent the latter shall prevail): 5.1.1 where a member of the Group is due to make an actual payment of Taxation to which this Schedule relates five days before that payment is due; 5.1.2 in the case of the nullification cancellation or set-off of a right to repayment of Taxation the date on which that repayment would have been due; 5.1.3 in the case of the loss counteraction nullification disallowance or claw-back of any Relief (other than a right to repayment of Taxation) the date on which a member of the Group is required to make an actual payment of Taxation which it would not have been required to make but for the loss counteraction nullification disallowance or claw-back of that Relief; 5.1.4 in the case of costs and expenses incurred by the Purchaser or a member of the Group in connection with any Liability to Taxation or any other matter not dealt with elsewhere in this paragraph 5 ten days after the service by the Purchaser of a notice containing a written demand therefor which includes reasonable evidence of such expenses and costs being incurred. 5.2 Where there is or has been a Dispute and the Dispute relates to a Tax Claim where the Taxation the subject matter thereof has to be paid before the action requested by the Vendors in respect of the Tax Claim can effectively be taken settlement in respect thereof shall be made by the Vendors in full three days before such Taxation must be paid to enable the Purchaser to comply with the Vendors' request. 5.3 The Purchaser shall make a settlement with the Vendors to the extent that, and on the date on which, the Company receives a repayment of an amount paid in respect of a Liability to Taxation under Clause 5.1. A settlement with the Vendors under this paragraph 5.3 shall not prejudice the right of the Purchaser to recover from the Vendors under this schedule if a further liability to Taxation is imposed upon the Company, whether in respect of matters to which the settlement relates or otherwise. 5.4 For the purpose of Clause 5.3, the Company shall be deemed to receive a repayment: 5.4.1 on the date on which the Company receives a repayment of Taxation to which Clause 5.3 applies; 5.4.2 if and when the Company would have received the repayment but for a Liability to Taxation in respect of which the Company is not entitled to be indemnified under this deed; or 5.4.3 if and when the Company would have received the repayment had the Liability to Taxation been discharged by a payment of Taxation; 5.5 The obligations of the Purchaser pursuant to Clauses 5.3 and 5.4 shall cease forthwith on the date determined in accordance with the provisions of Clause 1.3 of the Ninth Schedule. 6.written

DISPUTES AND CONDUCT OF TAX CLAIMS 4. 1 If the Purchaser or the Company shall become aware of a Tax Claim which is or may be relevant for the purposes of this Schedule the Purchaser shall or shall procure that the Company will as soon as reasonably practicable give written notice thereof to the Vendors at the address stated in accordance with Clause 14 13 of this Agreement for this purpose. 4.2 The Purchaser shall procure that the Company shall ensure that a claim Claim for Taxation to which paragraph 4.1 applies is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and that no Liability to Taxation arising from the Claim is accepted or discharged prematurely. For this purpose, a payment made by the Company to avoid incurring interest or a penalty in respect of unpaid Taxation shall be deemed not to be made prematurely. 4.3 If the Vendors shall indemnify and secure the Purchaser and the Company to their reasonable satisfaction against any liabilities, reasonable costs or expenses which may be incurred thereby including any additional Liability to Taxation the Purchaser shall or shall procure that the Company will take such action as the Vendors may reasonably request in writing to avoid resist appeal dispute or compromise the Tax Claim (a Tax Claim where action is so requested being hereinafter referred to as a "Dispute") with the intent that the conduct and costs and expenses of the Dispute shall be delegated to and borne by the Vendors. PROVIDED ALWAYS THAT the Purchaser shall not be obliged to nor be required to procure that the Company shall take any such action if having given the Vendors written notice of the receipt of such assessment the Purchaser has not within 15 days thereafter received written instructions from the Vendors in accordance with the preceding provisions of this sub-paragraph to do so. 4.4 Notwithstanding that the conduct of a Dispute may be dealt with in accordance with the Vendors' request under sub-sub- paragraph 4.2 above: 4.4.1 the Company and the Purchaser shall be kept fully informed of all matters pertaining thereto and shall be entitled to receive copies of all correspondence pertaining thereto; 4.4.2 the appointment of solicitors or other professional advisers shall be subject to the approval of the Purchaser such approval not to be unreasonably withheld or delayed; 4.4.3 all communications pertaining to the Dispute which are to be transmitted to the Inland Revenue H.M. Customs & Excise or any other appropriate statutory or governmental authority or body shall first be transmitted to the Purchaser which shall be afforded a reasonable opportunity to make comments before the communication is transmitted; 4.4.4 the Vendors shall make no settlement or compromise of the Dispute without the prior approval of the Purchaser such approval not to be unreasonably withheld or delayed. 4.5 If any dispute arises between the Vendor and the Purchaser as to whether the Tax Claim should be at any time be settled in full or contested in whole or in part, it shall be resolved in accordance with the provisions set out in the Eleventh Schedule. Eighth Schedule 5. PAYMENTS 5.1 The Vendors will settle with the Purchaser under the provisions of this Schedule in full as follows (subject always to the provisions of the Eleventh Eighth Schedule and in the event that these provisions and those of the Eleventh Eighth Schedule should conflict or otherwise be inconsistent the latter shall prevail): 5.1.1 where a member of the Group is due to make an actual payment of Taxation to which this Schedule relates five days before that payment is due; 5.1.2 in the case of the nullification cancellation or set-off of a right to repayment of Taxation the date on which that repayment would have been due; 5.1.3 in the case of the loss counteraction nullification disallowance or claw-back of any Relief (other than a right to repayment of Taxation) the date on which a member of the Group is required to make an actual payment of Taxation which it would not have been required to make but for the loss counteraction nullification disallowance or claw-back of that Relief; 5.1.4 in the case of costs and expenses incurred by the Purchaser or a member of the Group in connection with any Liability to Taxation or any other matter not dealt with elsewhere in this paragraph 5 ten days after the service by the Purchaser of a notice containing a written demand therefor which includes reasonable evidence of such expenses and costs being incurred. 5.2 Where there is or has been a Dispute and the Dispute relates to a Tax Claim where the Taxation the subject matter thereof has to be paid before the action requested by the Vendors in respect of the Tax Claim can effectively be taken settlement in respect thereof shall be made by the Vendors in full three days before such Taxation must be paid to enable the Purchaser to comply with the Vendors' request. 5.3 The Purchaser shall make a settlement with the Vendors to the extent that, and on the date on which, the Company receives a repayment of an amount paid in respect of a Liability to Taxation under Clause 5.1. A settlement with the Vendors under this paragraph 5.3 shall not prejudice the right of the Purchaser to recover from the Vendors under this schedule if a further liability to Taxation is imposed upon the Company, whether in respect of matters to which the settlement relates or otherwise. 5.4 For the purpose of Clause 5.3, the Company shall be deemed to receive a repayment: 5.4.1 on the date on which the Company receives a repayment of Taxation to which Clause 5.3 applies; 5.4.2 if and when the Company would have received the repayment but for a Liability to Taxation in respect of which the Company is not entitled to be indemnified under this deed; or 5.4.3 if and when the Company would have received the repayment had the Liability to Taxation been discharged by a payment of Taxation; 5.5 The obligations of the Purchaser pursuant to Clauses 5.3 and 5.4 shall cease forthwith on the date determined in accordance with the provisions of Clause 1.3 of the Ninth Seventh Schedule. 6.