Common use of Overprovisions Clause in Contracts

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. 6.1 9.1 If, on or before the seventh sixth anniversary of Completion, the auditors for the time being of the Company certify (at the request and expense of the Warrantor) that : 9.1.1 any provision for Tax (excluding deferred Tax) in the Audited Accounts or in the Completion Accounts proves to be an overprovision; or 9.1.2 the amount by which any right to the repayment of Tax which has been treated as an asset in the Accounts (other than a provision for deferred tax) has proved or in the Completion Accounts proves to be have been understated; either being an “Overprovision, ” then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Covenantors under this Tax CovenantDeed; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Covenantors of any previous payment or payments made by the Warrantor Covenantors under this Tax Covenant Deed (and not previously refunded under this Tax CovenantDeed) up to the amount of such excess; and 6.1.3 (c) to the extent that the such excess is referred to in paragraph 6.1.2 clause 9.1(b) is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers Covenantors under this Tax CovenantDeed. 6.2 After 9.2 If the Company’s auditors have produced any certificate under this paragraph 6, the Warrantor Purchaser or the Buyer Company (otherwise than acting by the Covenantors) become aware of any circumstances which do or may give rise to the application of paragraph 9.1 the Purchaser shall or shall procure that the Company shall give written notice of such circumstances to the Covenantors as soon as reasonably practicable. 9.3 The Covenantors may, at any time before the seventh sixth anniversary of Completion, request the auditors for the time being of the Company or the Purchaser to review (at the expense of the WarrantorCovenantors) that certificate the existence and amount of any Overprovision and in the light absence of all relevant circumstancesmanifest error, including any facts of which it was not aware, their decision shall be final 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 amendedbinding. 6.3 If 9.4 Provided always that the auditors make an amendment to Covenantors shall receive the earlier certificate and the amount benefit of the any Overprovision is revised, that revised amount shall be substituted for the previous amount and more than once (whether by reason of any adjusting payment that is required shall be made by element of double counting or to the Warrantor (as the case may be) as soon as practicableotherwise).

Overprovisions. 6.1 4.1 If, on or before the seventh anniversary of CompletionClosing, the auditors for the time being of the any Group Company certify (at the request and expense of the WarrantorWarrantors) that any provision for Tax in the Closing Accounts (other than a provision for deferred tax) has proved to be an OverprovisionOverprovision (other than as a result of any Event which occurs after Closing), then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Warrantors under this Tax CovenantSchedule; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Warrantors of any previous payment or payments made by the Warrantor Warrantors under this Tax Covenant Schedule (and not previously refunded under this Tax CovenantSchedule) up to the amount of such excess; and 6.1.3 (c) to the extent that the such excess as referred to in paragraph 6.1.2 4.1(b) is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers Warrantors under this Tax CovenantSchedule. 6.2 4.2 After the relevant Group Company’s auditors have produced any certificate under this paragraph 64, the Warrantor or the Buyer may, at any time before the seventh anniversary of CompletionClosing, request the auditors for the time being of any Group Company (as the Company case may be) to review (at the expense of the WarrantorWarrantors) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether whether, in their opinion opinion, the certificate remains correct or whether, in light of those circumstances, it should be amended. 6.3 4.3 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 Warrantors (as the case may be) as soon as reasonably practicable. 4.4 For the purposes of this paragraph, “Overprovision” means the amount by which any provision in the Closing Accounts relating to Tax (other than a provision for deferred Tax) is overstated, applying the accounting policies, principles and practices adopted in relation to the preparation of the Closing Accounts (and ignoring the effect of any change in law made after Closing).

Overprovisions. 6.1 5.1 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 WarrantorSellers) that any provision for Tax in the Completion Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then: 6.1.1 5.1.1 the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Sellers under this Tax Covenant; 6.1.2 5.1.2 to the extent that there is an excess, a refund shall be made to the Warrantor Sellers of any previous payment or payments made by the Warrantor Sellers under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such excess; and 6.1.3 5.1.3 to the extent that the such excess as referred to in paragraph 6.1.2 5.1.2 is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Tax Covenant. 6.2 5.2 After the Company’s auditors for the Company have produced any certificate under this paragraph 65, the Warrantor Sellers 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 WarrantorSellers) 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, account at the time when such certificate was produced, produced and to certify whether in their opinion opinion, the certificate remains correct or whether, in light of those circumstances, it should be amended. 6.3 5.3 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 Sellers (as the case may be) as soon as reasonably practicable.

Overprovisions. 6.1 If, on or before the seventh anniversary of CompletionClosing, the auditors for the time being of the Company or any Subsidiary certify (at the request and expense of the WarrantorWarrantors) 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 Warrantors under this Tax CovenantCovenant or the Tax Warranties; 6.1.2 to the extent that there is an excess, a refund shall be made to the Warrantor Sellers of any previous payment or payments made by the Warrantor Sellers under this Tax Covenant or the Tax Warranties (and not previously refunded under this Tax Covenant) up to the amount of such excess; and 6.1.3 to the extent that the such excess as referred to in paragraph 6.1.2 is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Tax CovenantCovenant or the Tax Warranties. 6.2 After the Company’s or the relevant Subsidiary’s auditors have produced any certificate under this paragraph 6, the Warrantor Warrantors or the Buyer may, at any time before the seventh anniversary of CompletionClosing, request the auditors for the time being of the Company or the relevant Subsidiary (as the case may be) to review (at the expense of the WarrantorWarrantors) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether whether, in their opinion 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 Warrantors (as the case may be) as soon as reasonably practicable.

Overprovisions. 6.1 If, on or before the seventh anniversary of Completion, 3.1 The Share Sellers may require the auditors for the time being of the any relevant Target Company certify (to certify, at the Share Sellers’ request and expense expense, the existence and amount of any Overprovision and the Warrantor) Share Purchaser shall provide, or procure that each Target Company provides, any provision information or assistance reasonably required for Tax the purpose of production by the auditors of a certificate to that effect. In so producing any certificate, the auditors shall be acting as experts and not as arbitrators and (in the Accounts (other than a provision for deferred taxabsence of manifest error) has proved their decision shall be final and binding on the parties. 3.2 Subject to be an Overprovision, thenparagraphs 3.4 and 3.5 below: 6.1.1 the amount of (a) any Overprovision shall first be set off against any payment then due from the Warrantor Share Sellers under this paragraph 1 or for breach of the Tax CovenantWarranties; 6.1.2 (b) to the extent that there is an excess, a refund payment shall promptly be made to the Warrantor Share Sellers equal to the aggregate of any previous payment or payments previously made by the Warrantor Share Sellers under this paragraph 1 or for breach of the Tax Covenant Warranties (and not previously refunded under this Tax Covenantparagraph 3.2) up to the amount of such the excess; and 6.1.3 (c) to the extent that the there is any remaining excess, such remaining excess referred to in paragraph 6.1.2 is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Share Sellers under this Tax CovenantSchedule. 6.2 After 3.3 Either the Company’s auditors have produced any certificate under this paragraph 6, the Warrantor Share Sellers or the Buyer Share Purchaser may, at its expense, require any time before the seventh anniversary of Completion, request certificate produced in accordance with paragraph 3.1 above to be reviewed by the auditors for the time being of the any relevant Target Company to review (at the expense of the Warrantor) that certificate in the light of all relevant circumstances, circumstances including any 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 in their opinion the certificate remains correct or whether, in light of those circumstances, whether it should be amended. 6.3 3.4 If following a request under paragraph 3.3 the auditors make an amendment to certificate is amended, the earlier certificate and the revised amount of the Overprovision is revised, that revised amount shall be substituted for the previous amount purposes of paragraph 3.2, and any adjusting payment that is required shall be made by forthwith. 3.5 For the purposes of this paragraph, any Overprovision shall be determined without regard to any Tax Refund to which paragraph 6 applies or any payment or relief to the Warrantor (as the case may be) as soon as practicablewhich paragraph 10 applies.

Overprovisions. 6.1 5.1 If, by no later than 11.59pm on or before the seventh anniversary of Completion, the auditors for the time being of the relevant Acquired Group Company certify determine (at the request and at the expense of the WarrantorVendor) that in their opinion any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be an OverprovisionOverprovision (and to the extent that such Overprovision has not been taken into account in computing any liability of the Vendor under the Tax Warranties or under this Schedule), then: 6.1.1 (a) the amount of any the Overprovision shall first be set off against any payment then due from the Warrantor Vendor under this Tax CovenantSchedule; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Vendor of any previous payment or payments made by the Warrantor Vendor under this Tax Covenant Schedule (and not previously refunded under this Tax CovenantSchedule) up to the amount of such excess; and 6.1.3 (c) to the extent that the excess referred to in paragraph 6.1.2 4.1(b) 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 Vendor under this Tax CovenantSchedule. 6.2 5.2 After the relevant Acquired Group Company’s 's auditors have produced any certificate given their determination under this paragraph 65, the Warrantor Vendor or the Buyer Purchaser may, at any time before by no later than 11.59pm on the seventh anniversary of Completion, request the auditors for the time being of the that Acquired Group Company to review (at the expense of the Warrantorparty making the request) that certificate determination 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 determination was producedmade, and to certify confirm whether in their opinion the certificate determination remains correct or whether, in light of those circumstances, it should be amended. 6.3 5.3 If the auditors make an amendment to the earlier certificate determination 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 Vendor (as the case may be) as soon as practicable. 5.4 The Purchaser shall notify the Vendor as soon as reasonably practicable (and in any event within ten Business Days) after becoming aware that there is or may be any Overprovision. 5.5 The Purchaser shall, and shall procure that any Acquired Group Company shall, procure the said auditors to determine whether or not there is an Overprovision or the amount of any Overprovision if requested to do so by the Vendor, in which case the reasonable costs of the determination shall be borne by the Vendor.

Overprovisions. 6.1 If, on or before the seventh anniversary of CompletionClosing, the auditors for the time being of the Company certify (at the request and expense of the WarrantorNobbs and W▇▇▇▇▇▇▇) that any provision for Tax in the Last Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Nobbs and W▇▇▇▇▇▇▇ of any previous payment or payments made by the Warrantor Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such excess; and; 6.1.3 (c) to the extent that the such excess as referred to in paragraph 6.1.2 6.1(b) is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers Nobbs and W▇▇▇▇▇▇▇ under this Tax Covenant; and (d) if there remains an amount of Overprovision on the seventh anniversary of Closing (“Tax Expiry Period”) then such amount shall within 5 Business Days of the end of the Tax Expiry Period (or any earlier date agreed by W▇▇▇▇▇▇▇, Nobbs and the Purchaser) be paid to W▇▇▇▇▇▇▇ and N▇▇▇▇. 6.2 After the Company’s auditors have produced any certificate under this paragraph 64, the Warrantor Nobbs and W▇▇▇▇▇▇▇ or the Buyer Purchaser may, at any time before the seventh anniversary of CompletionClosing, request the auditors for the time being of the Company (as the case may be) to review (at the expense of the WarrantorNobbs and W▇▇▇▇▇▇▇) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, at the time when such certificate was produced, produced and to certify whether whether, in their opinion 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 Nobbs and W▇▇▇▇▇▇▇ (as the case may be) as soon as reasonably practicable.

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 If any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Relevant Sellers under this Tax CovenantCovenant or for breach of a Tax Warranty (including, for the avoidance of doubt, where the Sellers have made a payment in respect of such breach pursuant to clause 6.3.3); 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Relevant Sellers of any previous payment or payments made by the Warrantor Relevant Sellers under this Tax Covenant or by the Company or out of the Escrow Amount for breach of a Tax Warranty (including, for the avoidance of doubt, where the Sellers have made a payment in respect of such breach pursuant to clause 6.3.3) (and not previously refunded under this Tax Covenantrefunded) up to the amount of such excess; and 6.1.3 (c) to the extent that the excess referred to in paragraph 6.1.2 6.1(b) 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 Relevant Sellers under this Tax CovenantCovenant or by the Company or out of the Escrow Amount for breach of a Tax Warranty (including, for the avoidance of doubt, where the Sellers have made a payment in respect of such breach pursuant to clause 6.3. 6.2 The Sellers' Representatives may (at the Sellers' expense) on or before the Second Expiry Date instruct the auditors for the time being of the Company or any Subsidiary to certify the existence of, and amount of, an Overprovision. 6.3 After the Company’s 's auditors have produced any certificate under this paragraph 6, the Warrantor Sellers' Representatives or the Buyer may, at any time before the seventh anniversary of CompletionSecond Expiry Date, request the auditors for the time being of the Company to review (at the expense of the Warrantorperson requesting the review) 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 6.4 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) Relevant Sellers as soon as is reasonably practicable. Any payments to the Relevant Sellers shall be made to the single account notified by the Sellers' Representatives to the Buyer for the purpose.

Overprovisions. 6.1 5.1 If, on or before the seventh anniversary of Completion, the auditors for the time being of the Company certify confirm (at the request and expense of the WarrantorWarrantors) that any provision for Tax in the Completion Accounts (other than a provision for deferred taxTax) has proved to be an Overprovision, then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Warrantors under this Tax CovenantCovenant or for a breach of the Tax Warranties; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Warrantors of any previous payment or payments made by the Warrantor Warrantors under this Tax Covenant or for a breach of the Tax Warranties (and not previously refunded under this Tax Covenantrefunded) up to the amount of such excess; and 6.1.3 (c) to the extent that the such excess as referred to in paragraph 6.1.2 4.1(b) is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers Warrantors under this Tax Covenant.Covenant or for a breach of the Tax Warranties. ​ 6.2 5.2 After the Company’s 's auditors have produced any certificate confirmation under this paragraph 65, the Warrantor Warrantors or the Buyer may, at any time before the seventh anniversary of Completion, request the auditors for the time being of the Company (as the case may be) to review (at the expense of the Warrantorrequesting party) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, at the time when such certificate confirmation was produced, and to certify whether confirm whether, in their opinion opinion, the certificate confirmation remains correct or whether, in light of those circumstances, it should be amended. 6.3 5.3 If the auditors make an amendment to the earlier certificate confirmation 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 Warrantors (as the case may be) as soon as reasonably practicable.

Overprovisions. 6.1 If5.1 The Seller may by notice, on or before the seventh anniversary of Completion, request the Purchaser to procure that the auditors for the time being of the a Group Company report on and certify (at the request cost and expense of the WarrantorSeller) that any provision for Tax whether in the Accounts (other than their opinion, a provision for deferred tax) has proved Taxation in the Completion Statement proves to be an Overprovisionhave been, theninsofar as it relates to a Group Company, too great, except to the extent attributable to: 6.1.1 (a) the availability of a Purchaser’s Relief; (b) any Transaction occurring or deemed to have occurred after Completion; or (c) a change of law as described in subparagraph 4.1(e), each an Overprovision and the Purchaser shall instruct such auditors to deal expeditiously with the production of the report and shall provide, or procure that a Group Company provides, any information or assistance reasonably required for the purpose of enabling the auditors to produce such report. 5.2 Subject to subparagraph 5.4, the amount of any the Overprovision shall shall: (a) first be set off against any payment then due from the Warrantor Seller under this Tax CovenantSchedule; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor of any previous payment or payments made paid by the Warrantor under this Tax Covenant Purchaser (and not previously refunded under this Tax Covenant) up subject to a maximum amount equal to the amount which the Seller has already paid under paragraph 2 less any Taxation due (or which would have been due but for the availability of such excessa Purchaser’s Relief) on that payment and less the amount which the Purchaser has already paid under this subparagraph 5.2 or paragraph 7) to the Seller within ten (10) Business Days of the auditors providing written certification of the existence and amount of the Overprovision; and 6.1.3 (c) to the extent that the excess referred to in paragraph 6.1.2 there is not exhaustedany further excess, the remainder of that excess will be carried forward and set off against any future payment or payments which become due from the Sellers Seller under this Tax CovenantSchedule. 6.2 After the Company’s auditors have produced 5.3 If any certificate report has been made under this paragraph 6subparagraph 5.1 or 5.4, the Warrantor Seller or the Buyer may, Purchaser may at any time on or before expiry of six months after the seventh anniversary of Completion, Completion request (at their own cost and expense) the auditors for the time being of the a Group Company to review (at the expense of the Warrantor) that certificate report in the light of all relevant circumstances, including any facts of which it have become known only since that report was not aware, and which were not taken into account, at the time when such certificate was producedmade, and to certify report whether in their opinion the certificate earlier report remains correct or whether, in the light of those circumstances, it should be amended. 6.3 5.4 If following a request under subparagraph 5.3 the auditors make issue an amendment to the earlier certificate report and the amount of the any Overprovision in respect of which a balancing payment should be made is revised, that revised amount shall be substituted for the previous amount and any previously reported and, if an adjusting payment that is required by virtue of the substitution, it shall be made by or to the Warrantor (Seller, as the case may be) , as soon as practicable, but in any event within five Business Days from the date of the amendment of the report.

Overprovisions. 6.1 If, on or before the seventh anniversary of Completion, the Buyer believes that there is an Overprovision, the Buyer shall notify the Sellers and if the auditors for the time being of the Company certify determine (at the request and expense of the WarrantorSellers) that any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be 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 Warrantor Sellers under this Tax Covenant; 6.1.2 to the extent that if there is an excess, a refund shall be made to the Warrantor Sellers of any previous payment or payments made by the Warrantor Sellers under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such that excess; and 6.1.3 to the extent that if 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 that become due from the Sellers under this Tax Covenant. 6.2 After the Company’s 's auditors have produced any certificate under this made a determination paragraph 66.1, the Warrantor Sellers 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 and, if necessary and as appropriate, amend the original determination (at the expense of the Warrantor) that certificate in party requesting the light of all relevant circumstancesreview, including any facts of which it was not aware, and which were not taken into account, or where a payment becomes due under this paragraph 6.2 at the time when such certificate was produced, expense of the party required to make that payment) and an adjusting payment equal 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 any disparity between the Overprovision is revised, that original and revised amount shall be substituted for the previous amount and any adjusting payment that is required determinations shall be made by or to the Warrantor (as the case may be) Sellers as soon as reasonably practicable.

Overprovisions. 6.1 5.1. 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 WarrantorWarrantors) that any provision for Tax in the Completion Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then: 6.1.1 5.1.1. the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Warrantors under this Tax Covenant; 6.1.2 5.1.2. to the extent that there is an excess, a refund shall be made to the Warrantor Warrantors of any previous payment or payments made by the Warrantor Warrantors under this Tax Covenant (and not previously refunded under this Tax Covenant) or for breach of a Tax Warranty up to the amount of such excess; and 6.1.3 5.1.3. to the extent that the such excess as referred to in paragraph 6.1.2 5.1.2 is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers Warrantors under this Tax CovenantCovenant or for breach of a Tax Warranty. 6.2 5.2. After the Company’s auditors have produced any certificate under this paragraph 65, the Warrantor Warrantors 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 Warrantorparty making the request) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether whether, in their opinion opinion, the certificate remains correct or whether, in light of those circumstances, it should be amended. 6.3 5.3. 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 Warrantors (as the case may be) as soon as reasonably practicable. 5.4. If the Warrantors or the Buyer do not agree with the auditors’ certification under paragraphs 5.1 or 5.2 above, or whether there is or has been any Overprovision, such dispute shall be referred for determination to a firm of chartered accountants agreed between the Warrantors and the Buyer and, failing such agreement, a firm of independent accountants shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales who in making such determination shall act as expert (the “Expert”) and not arbitrator, whose decision shall be final and binding on the parties thereto. The Expert may make such enquiries as he shall think fit in order to make such determination and shall also determine how the costs of obtaining his opinion should be paid and borne by the parties.

Overprovisions. 6.1 5.1 If, on or before the seventh anniversary of Completion, the auditors for the time being of the Company or any of the Subsidiaries certify (at the request and expense of the WarrantorSellers) that any provision for Tax in the Completion Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then: 6.1.1 5.1.1 the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Sellers under this Tax Covenant; 6.1.2 5.1.2 to the extent that there is an excess, a refund shall be made to the Warrantor Sellers of any previous payment or payments made by the Warrantor Sellers under this Tax Covenant (and not previously refunded under this Tax Covenant) or in respect of any Claim up to the amount of such excess; and 6.1.3 5.1.3 to the extent that the such excess as referred to in paragraph 6.1.2 5.1.2 is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Tax CovenantCovenant or in respect of any Claim. 6.2 5.2 After the Company’s Company´s or the relevant Subsidiary´s auditors have produced any certificate under this paragraph 65, the Warrantor Sellers or the Buyer may, at any time before the seventh anniversary of Completion, request the auditors for the time being of the Company or the relevant Subsidiary (as the case may be) to review (at the expense of the WarrantorSellers) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, at the time when such certificate was produced, produced and to certify whether whether, in their opinion opinion, the certificate remains correct or whether, in light of those circumstances, it should be amended. 6.3 5.3 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 Sellers (as the case may be) as soon as reasonably practicable. 5.4 If the Buyer becomes aware that an Overprovision may have been made at any time up to the date upon which the statutory accounts of the Company and its Subsidiaries up to the first accounting reference date after completion are signed, the Buyer shall ask the auditors of the Company to certify whether there has been an Overprovision in accordance with that Clause 5.

Overprovisions. 6.1 10.1 If, on or before the seventh anniversary of Completion, the Purchaser becomes aware of any Overprovision it shall (or shall procure that the Company shall) inform the Sellers of that fact as soon as is reasonably practicable and the Sellers may (within 28 days of being so informed) require the auditors for the time being of the Company certify (to certify, at the Sellers' request and expense expense, the existence and amount of any Overprovision and the Warrantor) parties shall provide, or the Purchaser shall procure that the Company provides, any provision information or assistance required for Tax the purpose of production by the auditors of a certificate to that effect. In so providing any certification, the auditors shall be acting as experts and not as arbitrators and (in the Accounts (other than a provision for deferred taxabsence of manifest error) has proved to their decision shall be final and binding on the parties hereto. 10.2 Where the auditors so certify under paragraph 10.1 that there is an Overprovision, thenthen subject to paragraph 10.4 below: 6.1.1 (i) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Sellers under this Tax CovenantSchedule or for breach of any Taxation Warranty; 6.1.2 (ii) to the extent that there is an excessexcess of the Overprovision after any amount has been set off under paragraph 10.2(i) above, a refund shall be made to the Warrantor Sellers of any previous payment or payments made by the Warrantor Sellers under this Tax Covenant Schedule or for breach of any Taxation Warranty (and not previously refunded under this Tax CovenantSchedule) up to the amount of such the excess; and 6.1.3 (iii) to the extent that the excess referred to in paragraph 6.1.2 10.2(ii) is not exhaustedexhausted under that paragraph, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers under this Tax CovenantSchedule or for breach of any Taxation Warranty. 6.2 After the Company’s auditors have produced any certificate under this paragraph 6, the Warrantor 10.3 On or the Buyer may, at any time before the seventh anniversary of CompletionCompletion either the Sellers or the Purchaser may, request at their expense, require any certificate produced in accordance with paragraph 10.1 above to be reviewed by the auditors for the time being of the Company to review (at the expense of the Warrantor) that certificate in the light of all the relevant circumstances, circumstances including any if 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 in their opinion the certificate remains correct or whether, in light of those circumstances, whether it should be amended. 6.3 10.4 If following a request under paragraph 10.3 the auditors make an amendment to certificate is amended, the earlier certificate and the revised amount of the Overprovision is revised, that revised amount shall be substituted for the previous amount purposes of paragraph 10.2 and any adjusting payment that is required shall be made by or to the Warrantor (as the case may be) Sellers as soon as reasonably practicable. 10.5 For the purposes of this paragraph 10, any Overprovision shall be determined without regard to any payment or relief to which paragraph 11 applies.

Overprovisions. 6.1 If, on or before the seventh anniversary of Completion, the Buyer believes that there is an Overprovision, the Buyer shall notify the Seller and if the auditors for the time being of the Company certify determine (at the request and expense of the WarrantorSeller) that any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be there is an Overprovision, then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Seller under this Tax Covenant; 6.1.2 to the extent that (b) if there is an excess, a refund shall be made to the Warrantor Seller of any previous payment or payments made by the Warrantor Seller under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such that excess; and 6.1.3 to the extent that (c) if the excess referred to in paragraph 6.1.2 (b) is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments which that become due from the Sellers Seller under this Tax Covenant. 6.2 After the Company’s auditors have produced any certificate made a determination under this paragraph 66.1, the Warrantor Seller 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 and, if necessary and as appropriate, amend the original determination (at the expense of the Warrantor) that certificate in party requesting the light of all relevant circumstancesreview, including any facts of which it was not aware, and which were not taken into accountor where a payment becomes due under this paragraph 6.2, at the time when such certificate was produced, expense of the party required to make that payment) and an adjusting payment equal 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 any disparity between the Overprovision is revised, that original and revised amount shall be substituted for the previous amount and any adjusting payment that is required determinations shall be made by or to the Warrantor (as the case may be) Seller as soon as reasonably practicable.

Overprovisions. 6.1 5.1 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 WarrantorSeller) 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 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantor Seller under this Tax Covenant; 6.1.2 (b) to the extent that there is an excess, a refund shall be made to the Warrantor Seller of any previous payment or payments made by the Warrantor Seller under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of such excess; and 6.1.3 (c) to the extent that the such excess referred to in paragraph 6.1.2 5.1(b) is not exhausted, the remainder of that excess will shall be carried forward and set off against any future payment or payments which become due from the Sellers Seller under this Tax Covenant. 6.2 5.2 After the Company’s auditors for the Company have produced any certificate under this paragraph 65, the Warrantor Seller or the Buyer may, at any time before the seventh anniversary of Completion, request the auditors for the time being of the Company (as the case may be) to review (at the expense of the WarrantorSeller) that certificate in the light of all relevant circumstances, including any facts of which they were not or it was not aware, and which were not taken into account, account at the time when such certificate was produced, and to certify whether whether, in their opinion opinion, the certificate remains correct or whether, in light of those circumstances, it should be amended. 6.3 5.3 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 Seller (as the case may be) as soon as reasonably practicable.