Overprovisions Sample Clauses

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. 5.1 If the Purchaser or a Group Company becomes aware that any contingency or provision for Tax that was taken into account in computing the amount of the Indebtedness is an overprovision (except to the extent that such overprovision relates to the utilisation of an Accounts Relief or a Purchaser's Relief) applying the accounting policies, principles and practices adopted in relation to computing the amount of Indebtedness (an "Overprovision"), the Purchaser shall promptly notify the Seller and the Seller may upon receiving such notice, or in the absence of such notice, at any time request the auditors for the time being of the Group Company to certify the amount of such Overprovision, then after the Overprovision is realised: 5.1.1 the amount of such Overprovision shall first be set off against any Liability of the Seller in respect of any Tax Claim then outstanding; 5.1.2 to the extent there is any excess, a refund shall be made to the Seller of any previous payment or payments made by the Seller in respect of any historic Tax Claim; and 5.1.3 to the extent that any excess referred to in paragraph 5.1.2 is not exhausted, the remainder of such excess shall be set against any future payments to be made by the Seller in respect of any future Tax Claim. 5.2 If any dispute arises under this paragraph 5 (Overprovisions) as to whether there is or has been any Overprovision, the provisions of paragraph 4.2 and 4.3 shall mutatis mutandis apply. 5.3 For the avoidance of doubt, the Seller acknowledges that the aggregate value of all deferred Tax assets included in the computation of the amount of Indebtedness will be limited to EUR 1,500,000 (one million five hundred thousand Euros) and in the event that the actual value of such deferred Tax assets is greater than the EUR 1,500,000 (one million five hundred thousand Euros), the excess over EUR 1,500,000 (one million five hundred thousand Euros) will not be deemed to reduce any contingency or provision causing an Overprovision for the purpose of this paragraph 5. 5.4 To the extent that any Overprovision is a Refund, the provisions of paragraph 4 shall apply to such Overprovision.

Overprovisions. 6.1 If, on or before the last date on which a Claim could be made against the Seller pursuant to paragraph 2 above, the auditors for the time being of any Transferred Company (or, if such auditors are unable or unwilling to act, such independent firm of chartered accountants as is nominated by the Seller) determine (at the request and expense of the Seller) that there is an Overprovision, then: (A) the amount of any Overprovision (as determined by the auditors or the independent firm of chartered accountants) shall first be set off against any payment then due from the Seller under this Schedule or for breach of any of the Tax Warranties; (B) if there is an excess, a refund shall be made to the Seller of any previous payment or payments made by the Seller under this Schedule or for breach of any of the Tax Warranties (net of any Tax on such previous payment(s) and net of any such Tax that would have been payable but for the use or setting off of any Purchaser’s Relief), and not previously refunded under this Schedule, up to the amount of that excess; (C) if the excess referred to in paragraph 6.1(B) above 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 Seller under this Schedule or for breach of any of the Tax Warranties; and (D) to the extent that the excess referred to in in paragraph 6.1(B) above is not exhausted and has not been set off against any future payment or payments that become due from the Seller under this Schedule or for breach of any of the Tax Warranties by the last date on which a Claim could be made against the Seller pursuant to paragraph 2 above, the Purchaser or the relevant Purchasing Entity shall promptly make a payment to the Seller equal to that excess.

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. 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 A44416060 243 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. 5.1 The Vendor may require the auditors for the time being of MYL to certify (at the Vendor's expense) the existence and amount of any overprovision and the Purchaser shall provide, or procure that MYL provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect. 5.2 The Vendor may require the Purchaser to use reasonable endeavours to require the auditors for the time being of Connect Holdings or Connect to certify (at the Vendor's expense) the existence and amount of any overprovision and the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect. 5.3 If the relevant auditors certify in accordance with clauses 5.1 or 5.2 that any liability, contingency or provision in or made for the purpose of the Financial Model has proved to be an overprovision, then the amount of such overprovision shall be dealt with in accordance with clause 5.4. 5.4 Where it is provided under clause 5.3 that any amount is to be dealt with in accordance with this clause 5.4: (a) the amount of the overprovision shall first be set against any payment then due from the Vendor under this deed or the Sale Agreement; (b) to the extent there is an excess, a refund shall be made to the Vendor of any previous payment or payments made by the Vendor under this deed or the Sale Agreement (and not previously refunded) up to the amount of the excess; and

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. (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. 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. The Sellers acting jointly may require the auditors for the time being of any relevant Target Company to certify, at the Sellers’ expense, the existence and amount of any Overprovision and the Purchaser shall provide, or procure that each Target Company provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect.