Common use of Over Provisions Clause in Contracts

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. 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 SellerSellers) 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 SellerSellers. 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 Sellers pursuant to any Tax Warranty Claim or Tax Claim; and; 3.2.2 to the extent that there is an excess, a refund shall be made to the Seller Sellers of any previous payment or payments made by the lesser of Sellers pursuant to any Tax Warranty Claim or any Tax Claim and not previously refunded under this paragraph, up to the amount of such excess; and 3.2.3 to the extent that the excess referred to in paragraph 3.2.2 of this part 4 is not exhausted, the balance shall be carried forward and set-off against any amount previously paid by future payment or payments which become due from the Seller under this schedule 3Sellers pursuant to any Warranty Claim or any Tax Claim. 3.3 The Buyer shall notify the Seller Sellers of any Event giving rise to a Relevant Amount as soon as reasonably practicable after and in any case within twenty 20 Business Days following the day on which it became aware that there was an over-provision.

Over Provisions. 3.1 4.1 If any provision for Tax Tax, excluding deferred Tax, contained in the Completion Date 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 shall at the date of this Agreement) (as determined and certified (in their opinion) any payment by the Vendors pursuant to this Schedule be or have been (at the Vendors' request and expense) certified by the Company's auditors for the time being to be, an overprovision, the value 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 paragraphoverprovision shall: 3.2.1 the Relevant Amount shall (a) first be first set-set off against any payment then due from the Seller pursuant to any Tax ClaimVendors under this Schedule; and 3.2.2 (b) to the extent that there is an excess, a refund excess there shall be made refunded to the Seller Vendors (within 7 days after receipt by the Purchaser of a written demand by the lesser of Vendors)any previous payment or payments made by the Vendors and not previously refunded under this Schedule up to the amount of the excess; and (c) to the extent that the excess referred to in paragraph (b) has not been exhausted under that paragraph, the remainder of such excess shall be carried forward and be set against any amount previously paid by further such payment or payments in chronological order until exhausted. 4.2 If the Seller under this schedule 3 3.3 The Buyer shall Purchaser or the Company becomes aware that an overprovision has arisen the Purchaser covenants that it will notify the Seller Vendors in writing of any Event giving rise to a Relevant Amount such overprovision 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-provisionpracticable.