Over Provisions Clause Samples
The "Over Provisions" clause defines how to handle situations where an excess amount has been paid or provided under a contract, typically in relation to tax or financial adjustments. In practice, this clause outlines the process for identifying, calculating, and returning any overpayments, often specifying timeframes and responsibilities for both parties. Its core function is to ensure fairness and accuracy in financial settlements, preventing one party from retaining funds to which they are not entitled and thereby reducing the risk of disputes over excess payments.
Over Provisions. 6.1 The Covenantor may request the auditors for the time being of the Company (not later than six years after Completion) to certify at the Covenantor's request and expense, whether any provision in the Completion Balance Sheet has proved to be an over provision (the amount by which there is an over provision being referred to in this paragraph 6 as the "Over Provision") and Global shall, on receipt of such request and at the expense of the Covenantor, procure that the Company provides any information or assistance reasonably required in order to allow the auditors to provide that certificate.
6.2 The amount of any Over Provision shall be calculated without taking into account:
(a) a retrospective change in the law of Taxation announced after Completion; or
(b) any Relief other than a Covenantor's Relief; or
(c) any act of Global or the Company carried out after Completion other than in the ordinary course of business as carried on at Completion.
6.3 If any amount shall be certified by the auditors in accordance with paragraph 6.1 above to be an Over Provision (other than in respect of the Section 179 Liability) in respect of the Company, then:
(a) the Over Provision shall first be set off against any payment then due from the Covenantor under this Covenant or the Tax Warranties; and
(b) to the extent there is an excess, a refund of the excess shall be made to the Covenantor (within five Business Days of the certificate being given) of any previous payment or payments made by the Covenantor under this covenant or the Tax Warranties (and not previously refunded under this Covenant or the Tax Warranties) up to the amount of such excess; and
(c) if the payment mentioned in paragraph 6.3(b) above do not exhaust the excess, or if there are no such payments, the remainder of that excess shall be carried forward to be set off against any payment which may in the future become due from the Covenantor under this Covenant or the Tax Warranties.
6.4 If any amount shall be certified by the auditors in accordance with paragraph 6.1 above to be an Over Provision in respect of the Section 179 Liability, then the amount of such Over Provision shall be paid by Global to the Covenantor by way of a reduction, to the extent possible, of the purchase price hereunder, within five Business Days of such certificate being given.
6.5 Where a certificate has been provided by the auditors in accordance with paragraph 6.1 or 6.4 above, either the Covenantor or Global may (at the expen...
Over Provisions. 10.1 If a Target Group Company shall receive a repayment of tax which:
(a) is not reflected in the Final Completion Statement;
(b) does not arise from the use of a Buyer’s Relief; and
(c) is not a Relief to which paragraph 8 (corresponding savings and third party recovery) applies, which has been taken into account in paragraph 3.1(h); the Buyer will procure that the relevant Target Group Company will pay to the Sellers an amount equal to the amount of the repayment within three Business Days of being in receipt of the repayment.
10.2 If the Sellers become liable in respect of any claim arising under this Tax Covenant or for breach of any of the Tax Warranties credit must be given to the Sellers against the liability for any amount referred to in paragraph 10.3 (a “Relevant Amount”) which must be dealt with in accordance with paragraph 10.5.
10.3 A Relevant Amount for the purposes of paragraph 10.2 is:
(a) the amount by which any provision for Tax (other than a provision for deferred tax) contained in the Final Completion Statement proves to be an over provision; or
(b) the amount of any Tax saved by the Buyer, a Target Group Company or any other member of the Buyer’s Tax Group for which the Sellers are not liable under this Tax Covenant or for breach of the Tax Warranties as a result of the use or set off of a Relief (other than a right to a repayment of Tax) arising to a Target Group Company on or prior to Completion (other than a Buyer’s Relief, a Relief which has been taken into account in paragraph 3.1(h), or a Relief to which paragraph 8 applies.
10.4 If the Buyer becomes aware that there are or may be amounts of the kind referred to in paragraph 10.3, it must (or must procure that a Target Group Company will) promptly inform the Sellers of that fact. If the auditors for the time being of a Target Group Company are requested by either of the parties to this Agreement to certify any of the amounts as are referred to above the relevant party must procure that the auditors are instructed to give and will (at the expense of the party requesting) give as soon as practicable the certificate and in so doing they will act as experts and not as arbitrators and (in the absence of manifest error) their decision will be final and binding on the parties hereto.
10.5 Each Relevant Amount is to be dealt as follows:
(a) the Relevant Amount must first be set off against any payment then due from the Sellers under this Tax Covenant or for breach of the Tax Warranties;...
Over Provisions. When in any fiscal year an employee has not been granted all of the vacation leave credited to the unused portion of vacation leave shall be carried over into the following fiscal year.
Over Provisions. 3.1 If any provision for Tax in the Accounts has proved to be an over-provision then an amount equal to such over-provision (save where the over-provision has arisen as a result of an Event occurring after the date of this Agreement) (as determined and certified (in their opinion) by the auditors for the time being of the Company at the request and cost of the Seller) shall be dealt with in accordance with the terms of paragraph 3.2 of this part 4. The Buyer shall not require the said auditors to certify (in their opinion) such over-provision unless and until requested to do so in writing by the Seller.
3.2 Where pursuant to paragraph 3.1 of this part 4 any amount (a “Relevant Amount”) is to be dealt with in accordance with this paragraph:
3.2.1 the Relevant Amount shall be first set-off against any payment then due from the Seller pursuant to any Tax Claim; and
3.2.2 to the extent that there is an excess, a refund shall be made to the Seller of the lesser of the amount of the excess and any amount previously paid by the Seller under this schedule 3
3.3 The Buyer shall notify the Seller of any Event giving rise to a Relevant Amount as soon as reasonably practicable after and in any case within twenty Business Days following the day on which it became aware that there was an over-provision.
Over Provisions. Employees are allowed to carry over a maximum of six (6) weeks of vacation leave credits from one vacation year to the next. Any excess vacation leave credits over six
Over Provisions. 9.1 If (at the request and expense of the Warrantors) the Auditors certify that any provision in the Accounts or the Completion Accounts for any Taxation has proved to be an over-provision the Purchaser shall as soon as reasonably practicable thereafter repay to the Warrantors the lesser of:
9.1.1 the amount over-provided (as certified by the Auditors); and
9.1.2 the aggregate amount (if any) paid by the Warrantors under clause 2 prior to the certification of the over- provision less any part of such amount previously repaid to the Warrantors under any provision of this Deed or otherwise.
9.2 If upon certification of an over-provision by the Auditors pursuant to clause 9.1, the amount mentioned in clause 9.
1 .1 exceeds the amount mentioned in clause 9.1.2, the amount of the excess shall be set against (and so shall reduce or eliminate) any liability of the Warrantors under clause 2 which arises after such certification, as and when such liability arises.
9.3 Upon the Company or the Purchaser becoming aware that there has or probably has been an over-provision within the meaning of clause 9.1, the Purchaser shall as soon as reasonably practicable give notice of that fact to the Warrantors.
9.4 In certifying any over-provision pursuant to clause 9.1, the Auditors shall act as experts and not as arbitrators and their certificate shall (in the absence of manifest error) be conclusive and binding on all concerned.
Over Provisions. If the auditors for the time being of any Group Company shall certify at a time when the relevant Group Company is a 75 per cent subsidiary of the Buyer (at the request made within three years of Completion and expense of the Sellers) that any provision for Tax in the Accounts has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 5.3.
Over Provisions. Employees are not permitted to carry over more vacation leave credits than can be earned in one (1) fiscal year. Vacation leave credits exceeding a one (1) year entitlement will be liquidated in the month of March.
Over Provisions. Where in any vacation year the Employer has not granted all of the vacation leave credited to the employee, the unused portion of the employee's vacation leave shall be carried over into the following vacation year. Carry-over beyond one (1) year shall be by mutual consent. During any vacation year, upon application by the employee and at the discretion of the Employer, earned but unused vacation leave credits in excess of fifteen (15) days may be paid in cash at the employee's daily rate of pay as calculated from the classification prescribed in the employee's certificate of appointment of the employee's substantive position on March 31st of the previous vacation year.
Over Provisions. If (at the request and expense of the Principal Sellers) the auditors for the time being of the Company certify that any provision in the Unaudited Combined Results for any Tax liability has proved to be an over-provision, the Buyer shall as soon as reasonably practicable thereafter repay to the Principal Sellers the lesser of:-