OVER-PROVISIONS AND CORRESPONDING BENEFIT Sample Clauses

OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If: 7.1.1 any provision for Tax (excluding deferred tax) in the Completion Accounts proves to be an over-provision; 7.1.2 any right to repayment of Tax treated as an asset in the Completion Accounts proves to be under-stated; 7.1.3 any repayment of Tax (where the Tax to which the repayment relates was originally paid prior to Completion) is received by a Target Group Company after Completion (excluding any repayment of Tax which was treated as an asset, or otherwise taken into account, in the Completion Accounts); 7.1.4 any Target Group Company or any member of the Purchaser Group receives an increased amount of any Relief as a result of the tax depreciation basis of the tangible and intangible assets (such as goodwill) of the NL Subsidiary increasing as a consequence of a revaluation ofcertain assets at the level of the NL Subsidiary pursuant to the demerger from ETC B.V. (currently named ETC Nederland B.V.) that took place on or around 29 March 2012 whereby the NL Subsidiary was incorporated; or 7.1.5 a payment by any of the Sellers in respect of any liability under a Tax Claim (or the liability which is the subject of the Tax Claim or the matter giving rise to such liability) results in a Target Group Company or a Purchaser or a member of the Purchaser Group receiving any Relief, (other than an Accounts Relief) which is utilised (including by way of obtaining a repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-statement, repayment, or the Tax saved by the Relief referred to in paragraph 7.1.4 or the Corresponding Relief (“Relevant Amount”) shall be dealt with in accordance with paragraph 7.2, provided that no account shall be taken of any over-provision, under-statement or repayment referred to in paragraphs 7.1.1 to 7.1.3 to the extent that it arises as a consequence of the utilisation of any Post Completion Relief or Accounts Relief or a change in legislation or the published practice of any Tax Authority first enacted or announced after Completion. 7.2 The Relevant Amount: 7.2.1 shall first be set off against any payment then due from a Seller under a Tax Claim; 7.2.2 to the extent there is an excess of the Relevant Amount after any application of it under paragraph 7.2.1, a refund shall be made to the Sellers of any previous payment or payments made by any of the Sellers under a Tax Claim (and which has not previously been refunded under this paragraph 7.2.2 or otherwise) up to the amount of such exce...
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If before the seventh anniversary of the date of this agreement a payment by the Warrantors in respect of any Tax Liability under a Tax Claim or the matter giving rise to the Tax Liability in question results in the Company or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which they utilise (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 9.1 If: 9.1.1 any provision for Tax (other than deferred tax) in the Accounts proves to be an over-provision; or 9.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the Accounts proves to have been under-stated; or 9.1.3 a payment by the Seller in respect of any Liability for Taxation under a Tax Claim or the matter giving rise to the Liability for Taxation in question results in Transgenomic Limited or the Buyer receiving any Tax Relief (other than a Buyer's Tax Relief) which is utilised (including by way of repayment of Tax) but was not taken into account in calculating the quantum of the Seller's liability under the Tax Claim ("Corresponding Relief"), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised ("Relevant Amount"), shall be dealt with in accordance with Paragraph 9.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 6.1 If, before the seventh anniversary of the date of this agreement: (a) any provision for Tax in the Completion Accounts proves to be an over-provision; (b) the amount by which any right to repayment of Tax which has been treated (or, in accordance with generally accepted accounting principles, could have been treated) as an asset in the Completion Accounts proves to have been under-stated; (c) a payment by the Vendor in respect of any Liability for Taxation under the Tax Covenant or the Tax Warranties, or the matter giving rise to such Liability for Taxation results in the Company, the Subsidiary or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which they utilise (including by way of repayment of Tax) (CORRESPONDING RELIEF), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (RELEVANT AMOUNT), shall be dealt with in accordance with paragraph 6.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If: 7.1.1 any provision for Tax in the Holdings Accounts or the Holdings Management Accounts proves to be an over provision; 7.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the Holdings Accounts or the Holdings Management Accounts proves to have been under-stated; or 7.1.3 a payment by the Warrantors in respect of any Tax Liability under a Holdings Tax Claim or the matter giving rise to the Tax Liability in question results in Holdings or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which it utilises (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If: 7.1.1 any provision for Tax in the HHL Accounts or the HHL Management Accounts or the Completion Net Asset Statement proves to be an over provision; 7.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the HHL Accounts or the HHL Management Accounts or the Completion Net Asset Statement proves to have been under-stated; or 7.1.3 a payment by the Warrantors in respect of any Tax Liability under a HHL Tax Claim or the matter giving rise to the Tax Liability in question results in HHL or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which it utilises (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If before the fifth anniversary of the date of this Agreement: 7.1.1 any provision for Tax in the Completion Statements (excluding any provision for deferred tax) proves to be an over-provision (applying the accounting policies adopted for the purposes of the Completion Statements); or 7.1.2 any right to repayment of Tax (including any interest or repayment supplement) which has been treated (or, in accordance with generally accepted accounting practice, could have been treated) as an asset in the Completion Statements proves to have been understated (applying the accounting policies adopted for the purposes of the Completion Statements); or 7.1.3 a payment by the Sellers in respect of any Tax Claim, or matter or thing giving rise to such Tax Claim, gives rise to a Relief (other than an Accounts Relief or a Post-Completion Relief) for the Company which would not have otherwise arisen (a “Corresponding Relief”), then the Relevant Amount shall be dealt with in accordance with paragraph 7.2.
Sample 1
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If before the seventh anniversary of the Completion Date: 7.1.1 any provision for Tax in the Completion Accounts proves to be an over provision; 7.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the Completion Accounts proves to have been under-stated; or 7.1.3 a payment by the Warrantors in respect of any Tax Liability under a Tax Claim or the matter giving rise to the Tax Liability in question results in the Company or the Buyer receiving or becoming entitled to any Relief (other than an Accounts Relief) which it utilises (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2 provided that no account shall be taken of the over-provision or the understatement to the extent that they arise as a consequence of the utilisation of any Post Completion Relief or Accounts Relief or any action taken by the Company after Completion or any change in law after Completion.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If, before the eighth anniversary of Completion: 7.1.1 any provision for Tax in the Completion Statements (excluding any provision for deferred tax) proves to be an over-provision (applying the accounting policies adopted for the purposes of the Completion Statements); 7.1.2 any right to a repayment of Tax (including any interest or repayment supplement) which has been treated as an asset in the Completion Statements proves to have been understated; 7.1.3 a Group Company receives (after Completion) any repayment of or in respect of Tax paid by a Group Company before Completion (or any credit for or in respect of such Tax which has been set-off against or used to reduce or eliminate a Tax liability) where such repayment or credit was not treated as an asset in the Completion Statements; or
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Related to OVER-PROVISIONS AND CORRESPONDING BENEFIT

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • Other Provisions Applicable to Adjustments Under this Section 4. The following provisions shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4:

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.

  • Provisions Solely to Define Relative Rights The provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of and any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms, (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt or (c) prevent the Trustee or the Holder of any Security (or to the extent expressly provided herein, the holder of any Preferred Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article XII of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

  • Other Provisions Applicable to Adjustments The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock into which this Warrant is exercisable and the Current Warrant Price provided for in Section 4:

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