Common use of OVER-PROVISIONS, RELIEFS, ETC Clause in Contracts

OVER-PROVISIONS, RELIEFS, ETC. 6.1 If the auditors for the time being of the Company certify (at the request and expense of the Sellers) that any provision for Taxation in the Last Accounts (excluding any provision for deferred Taxation) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3. 6.2 If the auditors for the time being of the Company certify (at the request and expense of the Sellers) that any Liability which has resulted in a payment having been made or becoming due from the Sellers under this Schedule will give rise to a Relief for the Company which would not otherwise have arisen, then, as and when the liability of the Company to make an actual payment of or in respect of Taxation is reduced by reason of that Relief and after taking account of the effect of all other Reliefs that are or become available to the Company (including any Relief derived from a subsequent accounting period), the amount by which that liability is so reduced shall be dealt with in accordance with paragraph 7.3. 6.3 Where it is provided under paragraph 7.1 or 7.2 that any amount (the "Relevant Amount") is to be dealt with in accordance with this paragraph 7.3: (a) the Relevant Amount shall first be set off against any payment then due from the Sellers under this Schedule; and (b) to the extent there is an excess, a refund shall be made to the Sellers of any previous payment or payments made by the Sellers under this Schedule or the Seller's Warranties relating to Taxation and not previously refunded under this Clause up to the amount of such excess; and (c) to the extent that the excess referred to in paragraph 7.3(b) is not exhausted under that Clause, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years of the date of this Agreement then it shall be repaid by the Buyer to the Seller. 6.4 Where any such certification as is mentioned in paragraph 7.1 or 7.2 has been made, the Sellers or the Buyer or the Company may request that the auditors for the time being of the Company review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether in the light of those circumstances the amount that was the subject of such certification should be amended. 6.5 If the auditors certify under paragraph 7.4 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 7.3 as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers or (as the case may be) to the Sellers.

OVER-PROVISIONS, RELIEFS, ETC. 6.1 (A) If the auditors for the time being of the relevant Group Company shall certify (at the request and expense of the SellersCovenantor) that any provision for Taxation Tax in the Last Accounts (excluding any provision for deferred TaxationTax and, for the avoidance of doubt, not including any provision for anything other than Tax) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3sub-clause (C). 6.2 (B) If the auditors for the time being of the relevant Group Company shall certify (at the request and expense of the SellersCovenantor) that any Tax Liability which has resulted in a payment having been made or becoming due from by the Sellers Covenantor under this Schedule will give deed gives rise to a Relief for the that Group Company which would not otherwise have arisen, then, as and when then the liability of the Company to make an actual payment of or in respect of Taxation is reduced by reason amount of that Relief and after taking account of the effect of all other Reliefs that are or become available to the Company (including any Relief derived from a subsequent accounting period), the amount by which that liability is so reduced shall be dealt with in accordance with paragraph 7.3sub-clause (C); provided that if the Relief in question is a deduction from or offset against Income, Profits or Gains, the amount to be so dealt with shall be a sum equal to the amount of Tax that is saved through the use of that Relief. 6.3 (C) Where it is provided under paragraph 7.1 sub-clause (A) or 7.2 (B) that any amount (the "Relevant Amount") is to be dealt with in accordance with this paragraph 7.3:sub-clause:- (ai) the Relevant Amount shall first be set off against any payment then due from the Sellers Covenantor under this Scheduledeed or in respect of the warranties relating to Tax which appear in Schedule 3 to the Agreement (the "Tax Warranties"); and (bii) to the extent there is an excess, a refund shall be made to the Sellers Covenantor of any previous payment or payments made by the Sellers Covenantor under this Schedule deed or in respect of the Seller's Tax Warranties relating to Taxation (and not previously refunded under this Clause clause) up to the amount of such excess; and (ciii) to the extent that the excess referred to in paragraph 7.3(b(ii) of this sub-clause is not exhausted under that Clauseparagraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Sellers Covenantor under this Schedule deed or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years in respect of the date of this Agreement then it shall be repaid by the Buyer to the SellerTax Warranties. 6.4 (D) Where any such certification as is mentioned in paragraph 7.1 sub-clause (A) or 7.2 (B) has been made, the Sellers Covenantor, the Purchaser or the Buyer or the relevant Group Company may (at the expense of the person making the request) request that the auditors for the time being of the that Group Company to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether whether, in the light of those circumstances circumstances, the amount that was the subject of such certification should be amended. 6.5 (E) If the auditors certify under paragraph 7.4 sub-clause (D) that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 7.3 sub-clause (C) as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers Covenantor or (as the case may be) to the SellersCovenantor.

OVER-PROVISIONS, RELIEFS, ETC. 6.1 (A) If the auditors for the time being of the relevant Group Company shall certify (at the request and expense of the SellersCovenantor) that any provision for Taxation Tax in the Last Accounts (excluding any provision for deferred TaxationTax) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3SUB-CLAUSE (C). 6.2 (B) If the auditors for the time being of the relevant Group Company shall certify (at the request and expense of the SellersCovenantor) that any Tax Liability which has resulted in a payment having been made by or becoming due from the Sellers Covenantor under this Schedule deed will give rise to a Relief for the that Group Company which would not otherwise have arisen, then, as arisen and when the a liability of the a Group Company to make an actual payment of Tax has been satisfied or in respect of Taxation is reduced avoided by reason the use of that Relief and after taking account of the effect of all other Reliefs that are or become available to the Company (including which Relief must be used before any Post-Completion Relief derived from a subsequent accounting periodthen available), then the amount by which that liability is so reduced to Tax has been satisfied or avoided shall be dealt with in accordance with paragraph 7.3SUB-CLAUSE (C). 6.3 (C) Where it is provided under paragraph 7.1 or 7.2 SUB-CLAUSE (A) OR (B) that any amount (the "Relevant AmountRELEVANT AMOUNT") is to be dealt with in accordance with this paragraph 7.3:THIS SUB-CLAUSE:- (ai) the Relevant Amount shall first be set off against any payment then due from the Sellers Covenantor under this Scheduledeed or in respect of the warranties relating to Tax which appear in Schedule 3 to the Agreement (the "Tax Warranties"); and (bii) to the extent there is an excess, a refund shall be made to the Sellers Covenantor of any previous payment or payments made by the Sellers Covenantor under this Schedule deed or in respect of the Seller's Tax Warranties relating to Taxation (and not previously refunded under this Clause clause) up to the amount of such excess; and (ciii) to the extent that the excess referred to in paragraph 7.3(bPARAGRAPH (ii) OF THIS SUB-CLAUSE is not exhausted under that Clauseparagraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Sellers Covenantor under this Schedule deed or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years in respect of the date of this Agreement then it shall be repaid by the Buyer to the SellerTax Warranties. 6.4 (D) Where any such certification as is mentioned in paragraph 7.1 or 7.2 SUB-CLAUSE (A) OR (B) has been made, the Sellers or Covenantor, the Buyer Purchaser or the Company may request that the auditors for the time being of the relevant Group Company to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether whether, in the light of those circumstances circumstances, the amount that was the subject of such certification should be amended. 6.5 (E) If the auditors certify under paragraph 7.4 SUB-CLAUSE (D) that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 7.3 SUB-CLAUSE (C) as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers Covenantor or (as the case may be) to the SellersCovenantor.

OVER-PROVISIONS, RELIEFS, ETC. 6.1 4.1 If the auditors for the time being of the Company shall certify (at the request and expense of the SellersSelling Shareholder) that any provision for Taxation Tax in the Last Accounts 7/31 Statements (excluding any provision for deferred TaxationTax) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3Clause 4.3. 6.2 4.2 If the auditors for the time being of the Company shall certify (at the request and expense of the SellersSelling Shareholder) that any Tax Liability which has resulted in a payment having been made or becoming due from the Sellers Selling Shareholder under this Schedule will give rise to a Relief for the Company which would not otherwise have arisen, then, as and when the liability of the Company to make an actual payment of or in respect of Taxation Tax is reduced by reason of that Relief and after taking account of the effect of all other Reliefs that are or become available to the Company (including any Purchaser's Relief derived from a subsequent accounting period)) in calculating the amount that that liability would have been but for the availability of that Relief, the amount by which that liability is so reduced shall when such tax saving is obtained be dealt with in accordance with paragraph 7.3Clause 4.3. 6.3 4.3 Where it is provided under paragraph 7.1 sub-clause 4.1 or 7.2 4.2 that any amount (the "Relevant Amount") is to be dealt with in accordance with this paragraph 7.3:sub-clause:- (a) 4.3.1 the Relevant Amount shall first be set off against any payment then due from the Sellers Selling Shareholder under this Schedule; and (b) 4.3.2 to the extent there is an excess, a refund shall be made to the Sellers Selling Shareholder of any previous payment or payments made by the Sellers Selling Shareholder under this Schedule or the Seller's Warranties relating to Taxation and not previously refunded under this Clause up to the amount of such excess; and (c) to the extent that the excess referred to in paragraph 7.3(b) is not exhausted under that Clause, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years of the date of this Agreement then it shall be repaid by the Buyer to the Sellersub-clauses 2. 6.4 Where any such certification as is mentioned in paragraph 7.1 or 7.2 has been made, the Sellers or the Buyer or the Company may request that the auditors for the time being of the Company review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether in the light of those circumstances the amount that was the subject of such certification should be amended. 6.5 If the auditors certify under paragraph 7.4 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 7.3 as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers or (as the case may be) to the Sellers.

OVER-PROVISIONS, RELIEFS, ETC. 6.1 If the auditors for the time being of the Company shall certify (at the request and expense of the SellersCovenantor) that any provision for Taxation Tax in the Last Accounts Completion Statement (excluding any provision for deferred TaxationTax) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3sub-clause 6.4. 6.2 If the auditors for the time being of the Company shall certify (at the request and expense of the SellersCovenantor) that any Tax Liability which has resulted in a payment having been made by or becoming due from the Sellers Covenantor under this Schedule will give deed has given rise to a Relief for the Company which would not otherwise have arisen, then, as arisen and when the that Relief has reduced or eliminated a liability of the Company or any member of the Purchaser’s Group to make an actual payment of or in respect of Taxation is reduced by reason Tax, then the amount of that Relief and after taking account of the effect of all other Reliefs that are or become available to the Company (including any Relief derived from a subsequent accounting period), the amount by which that liability is so reduced shall be dealt with in accordance with paragraph 7.3sub-clause 6.4; provided that if the Relief in question is a deduction from or offset against Income, Profits or Gains, the amount to be so dealt with shall be a sum equal to the amount of Tax saved through the use of that Relief on the basis of the rates of Tax current at the date of the certification made by the auditors under this sub-clause. 6.3 The Purchaser shall notify the Covenantor as soon as reasonably practicable upon becoming aware of any right to repayment or actual repayment of Tax from any Tax Authority to which the Company is or becomes entitled or which it receives in respect of an Event occurring or period falling prior to Completion (including any repayment attributable to the surrender of Group Relief in respect of a period ending on or before Completion whenever such surrender is effected), where or to the extent that such right or repayment was not included in the Completion Statement as an asset, does not arise from the use of a Purchaser’s Relief, is not a payment or Relief to which Clause 7 (RECOVERY FROM OTHER PERSONS) below applies, and is not paid over or taken into account under any other provision of this deed (a “Tax Refund”) and the amount of any such Tax Refund (whether paid as such or discharged by set off) shall be dealt with in accordance with sub-clause 6.4. 6.4 Where it is provided under paragraph 7.1 sub-clause 6.1, 6.2 or 7.2 6.3 that any amount (the "“Relevant Amount"”) is to be dealt with in accordance with this paragraph 7.3:sub-clause:- (aA) the Relevant Amount shall first be set off against any payment then due from the Sellers Covenantor under this Schedule; anddeed; (bB) to the extent there is an excess, a refund shall be made to the Sellers Covenantor of any previous payment or payments made by the Sellers Covenantor under this Schedule or the Seller's Warranties relating to Taxation deed and not previously refunded under this Clause 6 up to the amount of such excess; and (cC) to the extent that the excess referred to in paragraph 7.3(b6.4(B) is not exhausted under that Clauseparagraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Sellers Covenantor under this Schedule or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years of the date of this Agreement then it shall be repaid by the Buyer to the Sellerdeed. 6.4 6.5 Where any such certification as is mentioned in paragraph 7.1 sub-clause 6.1 or 7.2 6.2 has been made, the Sellers Covenantor or the Buyer Purchaser or the Company may (at the expense of the party making the request) request that the auditors for the time being of the Company to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether whether, in the light of those circumstances circumstances, the amount that was the subject of such certification should be amended. 6.5 6.6 If the auditors certify under paragraph 7.4 sub-clause 6.5 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 7.3 sub-clause 6.4 as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers Covenantor or (as the case may be) to the SellersCovenantor.

OVER-PROVISIONS, RELIEFS, ETC. 6.1 7.1 If the auditors for the time being of the Company certify (at the request and expense of the Sellers) that any provision for Taxation in the Last Accounts (excluding any provision for deferred Taxation) has proved to be an over-provision, then provided that the auditors for the time being of the Company have certified the extent of the over-provision (at the request of either party and that party's expense) the amount of such over-provision shall is to be dealt with in accordance with paragraph 7.3. 6.2 7.2 If the auditors for the time being of the Company certify (at the request and expense of the Sellers) that any Liability Taxation which has resulted in a payment having been made or becoming due from the Sellers Vendor under this Schedule Tax Covenant will give rise to a Relief for the Company which would not otherwise have arisen, then, then provided that the auditors for the time being of the Company have certified (at the request and expense of the Vendor) the amount of such Relief as and when the liability of the Company to make an actual payment of or in respect of Taxation is reduced by reason of that Relief and after taking account of the effect of all other Reliefs that are or become available to the Company (including any Relief derived from a subsequent accounting period), ) the amount by which that liability is so reduced shall is to be dealt with in accordance with paragraph 7.3. 6.3 7.3 Where it is provided under paragraph 7.1 or 7.2 in this Tax Covenant that any amount (the "Relevant Amount") is to be dealt with in accordance with this paragraph 7.3: (a) 7.3.1 the Relevant Amount shall must first be set off against any payment then due from the Sellers Vendor under this Schedule; andTax Covenant; (b) 7.3.2 to the extent there is an excess, a refund shall must be made to the Sellers Vendor of any previous payment or payments made by the Sellers Vendor under this Schedule Deed or under the Seller's Warranties relating to Taxation and not previously refunded under this Clause up to the amount of such excess; and (c) 7.3.3 to the extent that the excess referred to in paragraph 7.3(b) 7.3.2 is not exhausted under that Clause, the remainder of that excess shall must be carried forward and set off against any future payment or payments which become due from the Sellers Vendor under this Schedule Tax Covenant or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years of the date of this Agreement then it shall be repaid by the Buyer to the SellerTaxation. 6.4 7.4 Where any such certification as is mentioned in paragraph paragraphs 7.1 or 7.2 has been made, the Sellers Vendor or the Buyer Purchaser or the Company may request that the auditors for the time being of the Company review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether in the light of those circumstances the amount that was the subject of such certification should be amended. 6.5 7.5 If the auditors certify under paragraph 7.4 that an amount previously certified should be amended, then that amended amount shall must be substituted for the purposes of paragraph 7.3 as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall must be made as soon as practicable by the Sellers Vendor or (as the case may be) to the Sellersdealt with in accordance with paragraph 7.3.

OVER-PROVISIONS, RELIEFS, ETC. 6.1 4.1 If the auditors for the time being of the Company shall certify (at the request and expense of the SellersSeller) that that: 4.1.1 any provision for Taxation Tax (other than deferred tax) in the Last Accounts (excluding any provision for deferred Taxation) has proved to be an over-provision (the Over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3.); or 6.2 If the auditors for the time being of the Company certify (at the request and expense of the Sellers) that 4.1.2 any Tax Liability which has resulted in a payment having been made or becoming due from the Sellers Seller under this Schedule will give Part has given rise to a Relief corresponding saving (the Saving) for the Company or the Purchaser which would not otherwise have arisen, then, as and when the liability ; then fifty per cent of the Company to make an actual payment of or in respect of Taxation is reduced by reason of that Relief and after taking account amount of the effect of all other Reliefs that are Over-provision or become available to Saving (the Company (including any Relief derived from a subsequent accounting period), the amount by which that liability is so reduced Relevant Amount) shall be dealt with in accordance with paragraph 7.34.2 below. 6.3 4.2 Where it is provided under paragraph 7.1 or 7.2 4.1 that any amount (the "a Relevant Amount") Amount is to be dealt with in accordance with this paragraph 7.3paragraph: (a) 4.2.1 the Relevant Amount shall first be set off against any payment then due from the Sellers Seller under this SchedulePart or the Agreement; and (b) 4.2.2 to the extent there is an excess, a refund shall be made to the Sellers Seller of any previous payment or payments made by the Sellers Seller under this Schedule Part or the Seller's Warranties relating to Taxation Agreement and not previously refunded under this Clause Part or the Agreement up to the amount of such excessexcess within 15 Business Days of the Relevant Amount being ascertained or, if later (in the case of a Saving) the date when the Saving takes effect; and (c) 4.2.3 to the extent that the excess referred to in paragraph 7.3(b) 4.2.2 is not exhausted under that Clauseparagraph, the remainder of that such excess shall be carried forward and set off offset against any future payment or payments which become due from the Sellers Seller under this Schedule Part or under the Seller's Warranties relating to Taxation and if it shall not be set off against any future payment or payments which become due from the Sellers under this Schedule or under the Seller's Warranties relating to Taxation within 6 years of the date of this Agreement then it shall be repaid by the Buyer to the SellerAgreement. 6.4 4.3 Where any such certification as is mentioned in paragraph 7.1 or 7.2 4.1 has been made, the Sellers Seller or the Buyer Purchaser or the Company may (at its own expense) request that the auditors for the time being of the Company to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether whether, in the light of those circumstances circumstances, the amount that was the subject of such certification should be amended. 6.5 4.4 If the auditors certify under paragraph 7.4 4.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 7.3 4.2 as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers or (as the case may be) to the SellersSeller. 4.5 The Purchaser undertakes to notify the Seller as soon as reasonable practicable upon the Purchaser or the Company becoming aware that there is an Over-provision or Saving.