Common use of Group Relief Clause in Contracts

Group Relief. (i) In the case of Tax Returns described in clause (ii) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groups. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned in respect of this additional liability. The principal liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned in respect of this additional liability.

Group Relief. (ia) In the case If RBS so requires, RBS and/or any Subsidiary of Tax Returns described in clause (ii) RBS shall be entitled to surrender Reliefs relating to any Pre-Closing Period or any part of the definition Straddle Period prior to the Closing Date to the Transferred Companies by way of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered Group Tax Relief to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent it has not been possible to finalize such surrenders of the losses or charges that are potentially available for surrender Reliefs prior to the other group or the extent of the losses or charges Closing Date. The Purchaser shall procure that the group wishes relevant Transferred Company or Companies shall take without delay (and in any event within any applicable statutory time limit) all such steps as may reasonably be required by RBS to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groupseffect such surrender. (iib) Where either SCL The Purchaser shall, save as provided below, procure payment by the Transferred Company or XXXX claims losses Companies concerned to RBS or excess charges from the other group, it shall pay the other group compensation for the use relevant RBS Subsidiary of the losses or charges a sum equal to the amount of Tax which the additional tax liability that would relevant Transferred Company would, but for the surrender, have arisen had the losses not been surrenderedto pay. This Such payment shall be made within [5] days on the first date on which the relevant Transferred Company does not have to make the payment of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges Tax that it is legally allowed would, but for the surrender, have had to make. In additionIf a payment has been made under this Section 10.14(b) and the surrender to which it relates is subsequently determined to have been invalid or ineffective to any extent, each group must use any brought forward then the payment so made (or current period losses or excess charges available in any so much of its companies against the taxable income it as relates to such part of the other companies in the same group before any of these losses surrender found to be invalid or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment ineffective) shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group refunded as soon as practicable thereafter. Any such refund shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay include any interest levied by the tax authorities in the country concerned in respect of this additional liability. The principal liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can and penalties required to be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available paid as a result of the refiling. To late payment of the applicable Tax due to the invalid or ineffective surrender save to the extent that any refiling increases such interest and penalties are attributable to the losses claimed unreasonable delay by the refiling group from Purchaser or, following the other groupClosing, or increases any Transferred Company. The Purchaser shall not be required to procure any payment for a surrender under this Section 10.14 where the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation Tax which would have otherwise have arisen but for the use surrender would (ignoring any financial or time limitations) have been indemnified under Section 9.2 and any claim under Section 9.2 shall be extinguished to that extent. (c) The Purchaser shall procure that no voluntary action is taken by any Transferred Company after the Closing (whether by withdrawing or revoking any claim or consent or otherwise) which would prejudice the availability of any Group Tax Relief surrendered by RBS or a Subsidiary of RBS to a Transferred Company either (i) where the losses surrender is or charges equal was made prior to the amount of Closing Date and is described on Schedule 10.14(c) or (ii) where the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned in respect of surrender is made pursuant to this additional liabilitySection 10.14.

Group Relief. 12.1 The Seller will surrender (ior procure that a member of its group surrenders) In to the relevant Group Company (to the extent it is legally able to do so) such Group Relief as is assumed to be surrendered in the Completion Accounts for no consideration. 12.2 The Seller will at its own cost and expense have the right to satisfy, so far as it is legally able to do so, any liability it has pursuant to this Schedule in respect of a corporation tax liability of any Group Company by: 12.2.1 the surrender of any loss or other amount available by way of Group Relief to any Group Company by the Seller or any member of the Seller’s Group pursuant to the provisions of Part 5 CTA 2010; 12.2.2 in a case where such corporation tax liability relates to a taxable gain arising on the disposal of Tax Returns described in clause (iian asset by a Group Company, the entering of the Seller or any member of the Seller’s Group into a joint election with that Group Company under section 100X XXXX; or 12.2.3 the entering of the Seller and/or any member(s) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groupsSeller’s Group into a joint election with a Group Company under section 792 CTA. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. 12.3 The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing Seller will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax no further liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned under this Schedule in respect of this additional liability. The principal such corporation tax liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To referred to in paragraph 12.2 to the extent that any refiling reduces the losses claimed it is reduced or extinguished by the refiling group from the other group, surrender or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial election and if such surrender of losses or excess charges that are not now available as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned election is made after payment in respect of the liability in question has been made by the Seller under this additional liabilitySchedule, all appropriate repayments will be made to the Seller by the Buyer provided always that there is no cost or loss to the Buyer in doing so.. 12.4 The Buyer will procure that all Group Companies will co-operate with the Seller in relation to any surrender or election under this paragraph 12 by taking all such action as the Seller may reasonably request, including the making of all necessary and reasonable claims, consents and notifications. The Seller will keep the Buyer fully informed of all matters relating to any such surrender or election. 12.5 No Group Company will be liable to give any consideration in respect of any surrender or election made under this paragraph 12. 12.6 The Buyer will procure that no Group Company: 12.6.1 without the prior written consent of the Seller withdraws any surrender of Group Relief made or elections entered into prior to the date of this Agreement; and; 12.6.2 without the prior written consent of the Seller withdraws or amends any Group Relief claim or surrender or election made pursuant to this paragraph 12.

Group Relief. To the extent permitted by law (including without limitation section 151 et. seq. of the United Kingdom Companies Act 1985), the Buyer shall cause each member of the Company Group to (a) surrender to the Seller or any of its Affiliates (as the Seller may specify) all such available Group Relief as the Seller may in its sole discretion direct in writing in respect of any Tax Period (or portion thereof) ending at or before the Closing and (b) take all necessary steps (including, if applicable, the procuring by the relevant member of the Company Group of the making of any consent, claim, notice or other relevant documentation relating exclusively to the matters described in this Section 9) requested in writing by the Seller to allow the Seller or its Affiliates in its sole discretion to surrender any Group Relief to any member of the Company Group, provided that the Buyer shall not be required, and shall not be required to cause any member of the Company Group, to take any action pursuant to this Section 9 in order to enable any member of the Company Group to make a surrender of Group Relief or to accept a surrender of Group Relief where it would be otherwise unlawful for it to do so. Any surrenders made pursuant to this Section 9 shall be made for no consideration (or other cost to the Buyer, the Company Group or any of their Affiliates), provided that if (i) In the case Seller elects in writing to be compensated for a particular surrender falling within (b) above, (ii) the Seller fully prepays (or procures prepayment of) its liability under the last sentence of Section 1(a) in respect of the consideration payable hereunder in respect of such surrender, (iii) no circumstances exist that cause the Buyer to have any reasonable doubt that it will be entitled to retain such prepayment, (iv) the surrender extinguishes or discharges a liability for United Kingdom corporation tax for which the Seller is responsible under Section 1(a)(i), (v) there has been a Determination Event, then, as consideration for such surrender, the Buyer shall cause the relevant member of the Company Group to pay to the relevant member of the Seller Group (on the later of date on which the Tax Returns described saved would have become due and payable but for such surrender and the date five business days after the date on which the written notice provided for in clause (iii) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered was given with respect to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this such surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groups. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it shall pay the other group compensation for the use of the losses or charges an amount equal to the amount lesser of (A) the corporation tax saved by the relevant member of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned in respect of this additional liability. The principal liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available Company Group as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to such surrender and (B) the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned in respect of this additional liabilitysuch prepayment.

Group Relief. (a) Parent agrees it shall procure that neither it nor any of its affiliates shall unilaterally revoke any claim for or surrender of Group Relief which has been made prior to the date of this Agreement in relation to any Subsidiary. (b) If and to the extent that Parent from time to time so requests in writing, Buyer shall procure that the relevant Subsidiary specified in the request, surrenders for no consideration, any Available Losses or Tax Refunds (to the extent such Available Losses or Tax Refunds have not been taken into account in the preparation of the combined balance sheet of the Business prepared in accordance with Article 2.9 (a) with the effect that a provision in respect of United Kingdom corporation tax which would otherwise have been made is reduced) in respect of any accounting period commencing before Closing in such amount and to such persons as shall be specified in the request and Buyer shall procure that the Subsidiary gives all consents, makes all returns or claims and takes all other action as may be necessary for the purpose. Parent may cancel, amend or replace any request. (c) Parent shall be entitled to require that Buyer shall and shall procure that any relevant Subsidiary co-operates and takes all reasonably necessary steps to claim or utilize any Available Losses by way of Group Relief or Tax Refunds which are available from another Subsidiary (except to the extent such Available Losses or Tax Refunds were taken into account in the preparation of the combined balance sheet of the Business prepared in accordance with Article 2.9 (a) with the effect that a provision in respect of United Kingdom corporation tax for that Subsidiary would otherwise have been made or increased) or any affiliate of the Parent for accounting periods commencing before Closing as can lawfully be made. If and to the extent (x) a payment has been made to Buyer out of the Escrow Account pursuant to Article 2.9(c) above and (y) the combined balance sheet of the Business prepared in accordance with Article 2.9(a) above included a provision in respect of United Kingdom corporation tax in respect of any of the Subsidiaries, Buyer shall or shall procure that payment is made forthwith to Parent (or to such other person as Parent may direct) for such Available Losses or Tax Refund equal to (i) In in respect of any Available Losses, the case full rate of Tax Returns described in clause United Kingdom corporation tax applicable for the relevant accounting period (such rate to be time weighted to the extent more than one rate of corporation tax applies for the relevant accounting period) multiplied by the Available Losses and (ii) in respect of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entitya Tax Refund, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groups. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entityTax Refund. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned in respect of this additional liability. The principal liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned in respect of this additional liability.

Group Relief. 12.1 The Purchaser shall permit the Vendor to discharge (iin whole or in part) In any liability which the Vendor would or might otherwise have pursuant to a Tax Covenant Claim or Tax Waranty Claim by surrendering or procuring the surrender of Group Relief to the relevant Acquired Group Company or by making or procuring the making of any appropriate claim or election with the relevant Acquired Group Company, in each case to the extent permitted by law and without any payment being made by the relevant Acquired Group Company in consideration of Tax Returns described or in clause (ii) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX shall agree before connection with any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this such surrender, utilisation claim or loss claimelection. To facilitate this agreementThe Purchaser shall procure that the relevant Acquired Group Company takes all such steps as are reasonably necessary to enable the Vendor to make and effect any such surrender, claim or election. 12.2 For the avoidance of doubt, the representatives Vendor shall have no further liability under this Schedule in respect of each group shall advise the other group representative a Liability for Taxation to the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed reduced or extinguished by any surrender, claim or election referred to makein paragraph 12.1. If the representatives of SCL and XXXX are unable to agree what losses any such surrender, claim or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request election is made after payment in writing. The group receiving this request must respond to it within 5 days respect of the request being made, unless this deadline is extended Liability for Taxation has been made by the agreement of both of Vendor pursuant to a Tax Covenant Claim or Tax Warranty Claim, the groups. (ii) Where either SCL Purchaser shall promptly following any such surrender, claim or XXXX claims losses or excess charges from election pay to the other group, it shall pay the other group compensation for the use of the losses or charges Vendor an amount equal to the amount by which such liability is reduced or extinguished by such surrender, claim or election. 12.3 The Purchaser shall procure that any Acquired Group Company shall, if requested by the Vendor, surrender to the Vendor or any member of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days Vendor's Tax Group for no consideration all or part of the claimant entity submitting the tax return or other filing that includes the claim any amount eligible for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation surrender by way of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned Group Relief arising in respect of this additional liabilityany accounting period of the Acquired Group Company ending on or prior to Completion. The principal liability is for Purchaser shall procure that each Acquired Group Company takes all such steps as are reasonably necessary to enable the sole account Acquired Group Company to effect any such surrender. 12.4 The Purchaser shall procure that each Acquired Group Company shall not without the prior written consent of the other group (ie is not for the account of the refiling group)Vendor withdraw or amend any surrender, as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, claim or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal election made pursuant to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned in respect of this additional liabilityparagraph 12.

Group Relief. (i) In the case of Tax Returns described in clause (ii) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group or the extent of the losses or charges that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groups. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [five (5] ) days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [five (5] ) days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned in respect of this additional liability. The principal liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned in respect of this additional liability.

Group Relief. (i) In 11.1 The Seller may, by notice in writing to the case Buyer, elect to reduce or eliminate any liability under this covenant by surrendering or procuring the surrender to the Company of Tax Returns described Group Relief to the extent permitted by law but without any payment being made by the Buyer or the Company in clause (ii) consideration of the definition surrender. The liability of "Combined Return," the Seller under this covenant shall be reduced or eliminated to the extent of the amount of Taxation in question is actually relieved by any such surrender. The Buyer shall procure that the Company takes all such steps as the Seller may reasonably request by notice in writing to the Buyer to permit and effect such surrender and claim for Group Relief. 11.2 The Seller may, by notice in writing to the Buyer, elect to reduce or eliminate any liability under this covenant, where current permitted by law, by making a joint election with the Company concerned such that the liability is either re-allocated to a member of the Seller’s Group or is rolled over into assets of the Seller’s Group. The liability of the Seller under this covenant shall be reduced or eliminated to the extent of the amount of Taxation of the Company relieved by any such election. The Buyer shall procure that the Company takes all such steps as the Seller may reasonably require to permit and effect such joint election. The Seller shall or shall procure that another member of the Seller’s Group enter into a joint election with the Company under section 179A of the TCGA in respect of the deemed disposal by the Company of the three leasehold interests in properties in Hull. 11.3 The Seller shall not and shall procure that no member of the Seller’s Group shall withdraw its consent to the surrender of losses by way of Group Relief to the Company in respect of any period (or brought forward part of a period) ending on or before Completion 11.4 In respect of the accounting period ended on 31st December 2005 the Seller shall be entitled to require the Company to consent to and accept the surrender of group relief pursuant to Chapter IV of Part X ICTA to it to the extent that it can utilise the same, and the Buyer shall procure that the Company shall accept such surrender subject to receipt by the Buyer of a notice in writing from the Seller requiring the acceptance of such surrender and specifying the amount of trading losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX shall agree before any tax filings are made, what losses or charges other eligible amounts which are to be surrendered between entities by way of Group Relief pursuant to the said Chapter IV by the Seller. The Buyer shall procure that the Company takes all such steps as the Seller may reasonably request by notice in writing to the Buyer to permit and shall prepare the necessary elections or filings effect such surrender and claim for this surrender, utilisation or loss claimgroup relief. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent The obligations of the losses or charges that Buyer under this paragraph 11 are potentially available for surrender subject to the other Seller, if requested by the Buyer, entering into a group or relief agreement with the extent Company pursuant to section 402(6) of ICTA in respect of the losses or charges surrender of Group Relief requested by the Seller. 11.5 The amount of Group Relief which (for the purposes of paragraph 11.4) may be utilised by the Company shall be determined by the Buyer. 11.6 The Buyer shall procure that the group wishes to claim from the other group. In all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other of the quantity of losses or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days of the request being made, unless this deadline is extended by the agreement of both of the groups. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it Company shall pay the other group compensation for the use 30 per cent, of the losses or charges equal to the amount of Group Relief validly surrendered pursuant to paragraph 11.4 and which the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it Company is legally allowed actually able to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered utilise to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to reduce the amount of the additional tax liability that Taxation which would otherwise have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if payable by it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned in respect of which the Buyer is not entitled to make any claim against the Seller under Part 2 of this additional liability. The principal Schedule or under the Warranties in Part 3 of this Schedule on or before the later of (a) the date or dates on which such Taxation would otherwise have been payable by the Company but for such surrender, or if such Taxation has been paid, within three days of repayment of the same and (b) three days after the date on which HMRC agree in writing to the validity of such Group Relief claim and the reduction in the Company’s Taxation liability is for the sole account of the other group (ie is not for the account of the refiling group), as if the amended return had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available relevant accounting period as a result of such Group Relief claim. 11.7 If any part of the refiling. To amounts so surrendered shall not be allowed to the extent that any refiling increases Company by way of relief from corporation tax, the losses claimed Seller shall refund to the Company the amount paid by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay any interest levied by the Tax Authorities concerned Company in respect of this additional liabilitythat part of the amount so surrendered immediately on its receiving notice (whether from the Company or the relevant Tax Authority) that such amounts were not so allowed.

Group Relief. (i) In 10.1 The Purchaser shall procure that the case of Tax Returns described in clause (ii) of the definition of "Combined Return," where current period or brought forward losses or excess charges of one entity can be surrendered to or utilised by another entity, representatives of SCL and XXXX Group Companies shall agree before any tax filings are made, what losses or charges are to be surrendered between entities and shall prepare the necessary elections or filings for this surrender, utilisation or loss claim. To facilitate this agreement, the representatives of each group shall advise the other group representative the extent of the losses or charges that are potentially available for surrender to the other group Covenantors or to any subsidiary specified by the extent Covenantors (upon receiving a written request from the Covenantors) all such Group Relief as the Covenantors may decide in their sole discretion in respect of any accounting period of the losses Group Companies ended on or charges before the Accounts Date. 10.2 The Purchaser agrees that it will, and will procure that the group wishes Group Companies will, use all reasonable efforts to claim from procure that full effect is given to the other group. In surrenders to be made under clause 10.1 (including submitting all cases, howsoever the parties subsequently may amend their tax returns or computations, when the parties initially advise each other relevant forms) and that such surrenders are allowed in full by any Revenue Authority. 10.3 The Covenantors shall pay to such of the quantity Group Companies as is the surrendering company in respect of losses a surrender under clause 10.1 or, as the case may be, shall procure that the relevant subsidiary or excess charges that could be surrendered or the losses or charges which could be claimed, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. If the representatives of SCL and XXXX are unable to agree what losses or charges shall be surrendered between entities, either party wishing to claim the losses or charges from another entity must put the request in writing. The group receiving this request must respond to it within 5 days subsidiaries of the request being made, unless this deadline is extended by the agreement of both of the groups. (ii) Where either SCL or XXXX claims losses or excess charges from the other group, it Covenantors shall pay the other group compensation for the use of the losses or charges to that surrendering company a sum equal to the amount of corporation tax from which the additional tax liability company that would have arisen had is the losses not claimant company in respect of such surrender has been surrenderedrelieved by virtue of that surrender being validly and effectively made. This payment However, no such payments shall be made within [5] days if and to the extent that payment in respect of any such surrender has been made on the basis specified in the foregoing provisions of this clause 10.3 on or before the date of this deed. Any sum payable under this clause 10.3 shall be paid on the date on which any corporation tax chargeable on the taxable profits of the claimant entity submitting the tax return or other filing company that includes the claim for losses from the other entity. (iii) In computing these amounts, each entity within each group will include in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In addition, each group must use any brought forward or current period losses or excess charges available in any of its companies against the taxable income of the other companies in the same group before any of these losses or charges can be offered to the other group or before losses or charges are claimed from the other group. Notwithstanding the foregoing, it may be possible that one group wishes to claim losses or excess charges from the other group even though the claim would not be required if the claimant group included in its computation of taxable income or loss all available allowances, deductions or charges that it is legally allowed to make. In this case, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that would have arisen had the losses not been surrendered. This payment shall be made within [5] days of the claimant entity submitting the tax return or other filing that includes the claim for losses from the other entity. (iv) A group may refuse to surrender brought forward or current year losses or excess charges in any given period; provided, however if it does so, the refusing group shall pay to the other group compensation equal to the amount of additional tax that results from the refusal to surrender the losses or charges. The amount of additional tax is calculated as the tax liability of the claimant company less the payment that would have occurred had the losses or charges claimed by the claimant been surrendered. (v) Notwithstanding the foregoing, a group with brought forward or current year losses or excess charges may not force the other group to claim these losses or charges if the other group does not wish to do so. (vi) SCL and XXXX recognise that either group may submit amended tax returns for periods covered by this agreement, which could affect the losses claimed by or surrendered to the other group, including (without limitation) the carryback of losses from a Post-Deconsolidation Period to a Pre-Deconsolidation Period of a company that initially claimed losses of another company for such Pre-Deconsolidation Period. If an amended tax return is submitted, the filing group must advise the other group in writing of this, and must state, to the best of its knowledge, the impact it expects the amended filing will have either on the losses claimed by or surrendered to the other group, or any other anticipated impact on the other group's tax filings for the period covered by the amended return or for subsequent periods. Once the amended return is determined, the refiling group shall advise the other group of the determination and the revised final tax position of the entity that has submitted the amended return. To the extent that any refiling increases the tax liability of the other group, the refiling group shall pay any interest levied by the tax authorities in the country concerned in respect of this additional liability. The principal liability is the surrender in question for the sole account of the other group its accounting period to which that surrender relates becomes due and payable (ie is not for the account of the refiling group), as if the amended return or would have become due and payable had been filed originally. To the extent that any refiling reduces the losses claimed by the refiling group from the other group, or that can be claimed by the other group from the refiling group, the surrendering group shall repay, without interest, any compensation it has previously received for the initial surrender of losses or excess charges that are not now available as a result of the refiling. To the extent that any refiling increases the losses claimed by the refiling group from the other group, or increases the losses that are claimed from the refiling group, the claimant group shall pay the other group compensation for the use of the losses or charges equal to the amount of the additional tax liability that it has saved by the use of the losses or excess charges. To the extent that claiming the additional losses or charges increases the surrendering company's liability in any subsequent period for which tax filings or payments on account have already been made, the claimant company shall pay incurred any interest levied by the Tax Authorities concerned liability to corporation tax in respect of that accounting period). 10.4 If any payment is made in accordance with clauses 10.1, 10.2 and/or 10.3 in respect of any surrender of Group Relief made under clause 10.1 and notwithstanding the surrender, corporation tax is charged (for any reason) in respect of the taxable profits that the relevant surrender was intended to relieve from such tax, the Purchaser shall procure that the relevant Group Company or Companies shall immediately repay to the Covenantors or to the relevant subsidiary or subsidiaries of the Covenantors either such part of that sum as is attributable to the element of the surrender that did not have the effect of relieving from corporation tax the taxable profits intended to be relieved by virtue of that surrender or, as relevant, the sum previously paid in respect of the surrender under this additional liabilityclause 10.