Overprovisions. 6.1 If, on or before the seventh anniversary of Completion, the auditors for the time being of the Company certify (at the request and expense of the Warrantor) that any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then:
6.1.1 the amount of any Overprovision shall first be set off against any payment then due from the Warrantor under this Tax Covenant;
6.1.2 to the extent that there is an excess, a refund shall be made to the Warrantor of any previous payment or payments made by the Warrantor under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such excess; and
6.1.3 to the extent that the excess referred to in paragraph 6.1.2 is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments which become due from the Sellers under this Tax Covenant.
6.2 After the Company’s auditors have produced any certificate under this paragraph 6, the Warrantor or the Buyer may, at any time before the seventh anniversary of Completion, request the auditors for the time being of the Company to review (at the expense of the Warrantor) that certificate in the light of all relevant circumstances, including any facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether in their opinion the certificate remains correct or whether, in light of those circumstances, it should be amended.
6.3 If the auditors make an amendment to the earlier certificate and the amount of the Overprovision is revised, that revised amount shall be substituted for the previous amount and any adjusting payment that is required shall be made by or to the Warrantor (as the case may be) as soon as practicable.
Overprovisions. 4.1 The relevant Seller may require the auditors for the time being of a Target Company to certify, at its request and expense, the existence and amount of any Overprovision in relation to that Target Company and the Purchaser shall provide, or procure that each Target Company provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect.
4.2 Subject to paragraph 4.4 below:
(a) any Overprovision shall first be set against any payment then due from any Seller under this Schedule or for breach of any Tax Warranty;
(b) to the extent that there is an excess, a payment shall promptly be made to the relevant Seller equal to the aggregate of any payment or payments previously made by any Seller under this Schedule or for breach of any Tax Warranty (and not previously refunded under this Schedule) up to the amount of the excess; and
(c) to the extent that there is any remaining excess, it shall be carried forward and set off against any future liability of any Seller under this Schedule or for breach of any Tax Warranty (with the intent that, if there is no such future liability, such excess shall be retained by the Target Companies and/or the Purchaser).
4.3 Either the relevant Seller or the Purchaser may, at its own expense, require any certificate produced in accordance with paragraph 4.1 above to be reviewed by the auditors for the time being of the relevant Target Company in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended.
4.4 If the certificate is amended following a request under paragraph 4.1, the revised amount of Overprovision shall be substituted for the purposes of paragraph 4.2, and any adjusting payment that is required shall be made within 15 Business Days of the amendment of the certificate.
Overprovisions. (a) If any member of Purchaser German TopCo Group becomes aware that any liability, provision or reserve for Taxes (generally only for liabilities, provisions or reserves included in a line item described or identified as tax liability, tax provision or tax reserve in Schedule 2, however, in case of payroll tax, irrespective of whether such liability, provision or reserve is included in a line item described or identified as tax liability, tax provision or tax reserve in Schedule 2) which have been taken into account in calculating Working Capital in the Closing Statement is likely to be an Overprovision (other than to the extent the Overprovision would arise or be increased as a result of any retrospective change in the law after the Financial Closing Date or any Purchaser's Relief) Purchaser shall promptly give details of such likely Overprovision by written notice to Sellers.
(b) Purchaser shall deliver, for the next ten (10) calendar years following the Financial Closing Date to Sellers within six months following the end of a calendar year a written statement stating whether and to what extent Overprovisions have arisen during the previous calendar year. Sellers shall be entitled to review such statement, and Purchaser shall, and shall procure that the Target Companies will, provide to Sellers upon Sellers' request such information and documentation reasonably requested by Sellers in order to verify the amount of the relevant Overprovision.
(c) If an Overprovision has arisen, the amount of such Overprovision shall be:
(i) set off against any payment then due from Sellers to Purchaser under this clause 12; and
(ii) (to the extent there is any excess) promptly paid by Purchaser to Sellers. For the avoidance of doubt, such amounts which were already set off or paid out shall reduce the aggregate amount of specific liabilities and provisions that limits the Sellers’ liability pursuant to clause 12.2(a)(i).
(d) Any amount payable to the Seller pursuant to clause 12.5(c)(ii) shall be due and payable within twenty (20) Business Days after receipt of the relevant written statement pursuant to clause 12.5(b) by Sellers but at the latest within seven (7) months following the end of the respective calendar year.
Overprovisions. 6.1 If, on or before the date falling twelve (12) months from the Completion Date, the Management Shareholders believe that there is an Overprovision, the Management Shareholders shall notify the Purchaser and if the auditors for the time being of the Company or any Subsidiary determine (at the request and expense of the Management Shareholders) that there is an Overprovision, then:
6.1.1 the amount of any Overprovision shall first be set off against any payment then due from the Management Shareholders under this Management Tax Covenant;
6.1.2 to the extent that there is an excess, a refund shall be made to the Management Shareholders of any previous payment or payments made by the Management Shareholders under this Management Tax Covenant or in respect of a breach of any of the Tax Warranties (and not previously refunded under this Management Tax Covenant) up to the amount of that excess; and
6.1.3 to the extent that the excess referred to in clause 6.1.1 is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments that become due from the Management Shareholders under this Management Tax Covenant or for breach of the Tax Warranties.
6.2 After the Company’s or the Subsidiaries’ auditors have made a determination under clause 6.1, the Management Shareholders or the Purchaser may, at any time on or before the date falling twelve (12) months from the Completion Date, request the auditors for the time being of the Company or the relevant Subsidiary to review and, if necessary and as appropriate, amend the original determination (at the expense of the party requesting the review, or where a payment becomes due under this clause 6.2, at the expense of the party required to make that payment) and an adjusting payment equal to the amount of any disparity between the original and revised determinations shall be made by or to the Management Shareholders as soon as reasonably practicable.
Overprovisions. The Seller may require the auditors of any Company Group Member to certify the existence and amount of any overprovision in the Financial Statements dated as of the Effective Time which were taken into account in the calculation of Working Capital for the purposes of Section 3.3 and Purchasers shall procure that the relevant Company Group Member provides any information or assistance reasonably required for this purpose. If the auditors otherwise discover an overprovision in the Financial Statements dated as of the Effective Time which were taken into account in the calculation of Working Capital for the purposes of Section 3.3, Purchaser, Purchasers shall promptly notify the Seller. Any provision in the Financial Statements dated as of the Effective Time that is proved to be an overprovision and which was taken into account in the calculation of Working Capital for the purposes of Section 3.3 shall (a) first be set off against any payment then due from Seller to Purchasers in respect of a successful claim under Section 12.1, (b) to the extent that there is any excess a refund shall be made to Seller of any previous payment made to Purchasers (and not previously refunded) under Section 12.1, such refund to be paid within five Days of the issue of the certificate by the auditors; and (c) to the extent that there is still an excess the remainder of the excess shall be carried forward and set against any future payments which become due from the Seller to the Purchasers under Section 12.1. For the purposes of this Section 12.7, an overprovision exists if (ignoring the effect of any change in Law made or action taken by Purchasers or the relevant Company Group Member after the Effective Time) any liability in respect of Tax (including deferred Tax), or any contingency or provision in respect of Tax, has been overstated in the Financial Statements dated as of the Effective Time. Notwithstanding the above: (a) no provision in respect of a deferred Tax Liability shall be capable of being taken into account as an overprovision pursuant to this Section 12.7; (b) to the extent that an overprovision has given rise to a refund of Tax in respect of which a payment has been made by Purchaser under Section 12.6, it shall not be taken into account as an overprovision pursuant to this Section 12.7; and (c) for the avoidance of doubt, no account shall be taken in this Section 12.7 of a provision which was not taken into account in the calculation of Working Capital for the ...
Overprovisions. 5.1 If, on or before the seventh anniversary of Completion the auditors for the time being of a Group Company determine (at the request and expense of the Principal Seller) that there is an Overprovision, then:
(a) the amount of any Overprovision shall first be set off against any payment then due from the Sellers under this Tax Covenant;
(b) if there is an excess, a refund shall be made to the Sellers of any previous payment or payments made by the Sellers under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of that excess; and
(c) if the excess referred to in paragraph 5.1(b) is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments that become due from the Sellers under this Tax Covenant.
5.2 After the relevant Group Company's auditors have made a determination under paragraph 5.1, the Principal Seller or the Buyer may, at any time before the seventh anniversary of Completion, request the auditors for the time being of the Group Company review and, if necessary and as appropriate, amend the original determination (at the expense of the party 265 requesting the review, or where a payment becomes due under this paragraph 5.2, at the expense of the party required to make that payment) and an adjusting payment equal to the amount of any disparity between the original and revised determinations shall be made by or to the Sellers as soon as reasonably practicable.
Overprovisions. 4.1 The Sellers may at any time up to the date which is one (1) month after the date on which the Purchaser Tax Claim Period expires, require the auditors for the time being of a Target Group Company to certify the existence and amount of any Overprovision and the Purchaser shall provide, or procure that the relevant Target Group Company provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect.
4.2 Subject to paragraphs 4.4 and 4.5 below:
(a) the amount of any Overprovision shall first be set against any payment then due from the Sellers under this Schedule or for breach of a Tax Warranty;
(b) to the extent there is an excess, a payment shall promptly be made to the Sellers equal to the aggregate of any payment or payments previously made by the Sellers under this Schedule or for breach of a Tax Warranty up to the amount of such excess; and
(c) to the extent that there is any remaining excess, the amount shall be carried forward to set against future claims under this Schedule or under a Tax Warranty.
4.3 Either the Sellers or the Purchaser may, at their own expense, require any certificate produced in accordance with paragraph 4.1 above to be reviewed by the auditors for the time being of a Target Group Company in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended.
4.4 If following a request under paragraph 4.1 the certificate is amended, the revised amount of the Overprovision shall be substituted for the purposes of paragraph 4.2, and any adjusting payment that is required shall be made forthwith.
4.5 For the purposes of this paragraph, any Overprovision shall be determined without regard to any Tax Refund to which paragraph 7 applies or any payment or Relief to which paragraph 11 applies.
Overprovisions. If, on or before the 7th anniversary of Completion, the auditors for the time being of the Company certify (at the request and expense of the Seller) that any provision for Tax in the Accounts has proved to be an Overprovision;
Overprovisions. (a) If any member of Purchaser Group becomes aware that any liability, provision or reserve for Taxes which have been taken into account in calculating Working Capital in the Closing Statement is likely to be an Overprovision (other than to the extent the Overprovision would arise or be increased as a result of any retrospective change in the law after the Financial Closing Date or any Purchaser's Relief) Purchaser shall promptly give details of such Overprovision by written notice to Seller.
(b) Seller may at any time (but not more than twice in any calendar year) instruct the relevant Target Company's Auditors to determine in writing the extent of any Overprovision referred to in clause 13.4(a). Half of the professional fees and expenses charged by the Auditors in consideration for making such determination shall be paid promptly by Seller and the other half of such fees and expenses shall be paid promptly by Purchaser (or, if Purchaser so designates, by the relevant Target Company). If such Auditors determine that an Overprovision has arisen such amount shall be:
(i) set off against any payment then due from Seller to Purchaser under this clause 13; and
(ii) (to the extent there is any excess) promptly paid by Purchaser to Seller.
Overprovisions. 6.1 Subject to paragraph 6.2, if, on or before the first anniversary of Completion, the auditors for the time being of the Company certify (at the request and at the expense of the Covenantors) that any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be an Overprovision (and that Overprovision has not been taken into account in computing any liability of the Covenantors under the Tax Warranties or under this Tax Schedule), then:
(a) the amount of any Overprovision shall first be set off against any payment then due from the Covenantors under this Tax Schedule;
(b) if there is an excess, a refund shall be made to the Covenantors of any previous cash payment or payments made by the Covenantors under this Tax Schedule (and not previously refunded under this Tax Schedule) up to the amount of that excess; and
(c) if the excess referred to in paragraph 6(b) is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments that become due from the Covenantors under this Tax Schedule.
6.2 The Buyer shall be under no liability in respect of any Overprovision or Saving if the aggregate liability of the Buyer in respect of all Overprovisions together with all Savings would (but for this paragraph 6.2) have been less than US$750,000.
