Common use of Overprovisions Clause in Contracts

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. 4.1 3.1 The relevant Seller may require the auditors for the time being of a any relevant Target Company to certify, at its the Seller’s 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 3.2 Subject to paragraph 4.4 paragraphs 3.4 and 3.5 below: (a) any Overprovision shall first be set against any payment then due from any the Seller under this Schedule or for breach of any Tax WarrantySchedule; (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 the 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) excess and to the extent that there is any remaining excess, it a payment shall promptly be carried forward and set off against any future liability made to the Seller equal to the amount 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)excess. 4.3 3.3 Either the relevant Seller or the Purchaser may, at its own expense, require any certificate produced in accordance with paragraph 4.1 3.1 above to be reviewed by the auditors for the time being of the any 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 3.4 If the certificate is amended following a request under paragraph 4.13.1 the certificate is amended, the revised amount of Overprovision shall be substituted for the purposes of paragraph 4.23.2, and any adjusting payment that is required shall be made within 15 Business Days forthwith. 3.5 For the purposes of the amendment of the certificatethis paragraph, any Overprovision shall be determined without regard to any tax refund to which paragraph 6 applies or any payment or relief to which paragraph 10 applies.

Overprovisions. 4.1 The relevant For the seven years following the Closing Date, the Seller may require the auditors for the time being of a any Target Company or of any relevant Subsidiary to certify, at its reasonable request and reasonable expense, and no earlier than 45 days following the last day of any fiscal year, the existence and amount of any Overprovision in relation to that Target Company and the Purchaser shall provide, or procure that each any Target Company and each Subsidiary provides, any information or assistance reasonably 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 the Seller under this Schedule or for breach of any Tax WarrantySchedule; (b) to the extent that there is an excessany remaining excess after the application of paragraph 4.2(a), a payment shall promptly be made to the relevant Seller equal to the aggregate of any payment or payments previously made by any the 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 excessexcess after the application of paragraph 4.2(a) and 4.2(b), it any remaining excess shall be carried forward and set off against to offset any future liability of any further payment that may become due from the 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)Schedule. 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 that Target Company (or any relevant Subsidiary) 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 4.14.1 the certificate is amended, 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 certificateforthwith.

Overprovisions. 4.1 5.1 The relevant Seller Vendor may require the auditors for the time being of a Target Company MYL to certify, certify (at its request and the Vendor's expense, ) the existence and amount of any Overprovision in relation to that Target Company overprovision and the Purchaser shall provide, or procure that each Target Company MYL provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect. 4.2 Subject 5.2 The Vendor may require the Purchaser to paragraph 4.4 belowuse 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) any Overprovision the amount of the overprovision shall first be set against any payment then due from any Seller the Vendor under this Schedule deed or for breach of any Tax Warrantythe Sale Agreement; (b) to the extent that there is an excess, a payment refund shall promptly be made to the relevant Seller equal to the aggregate Vendor of any previous payment or payments previously made by any Seller the Vendor under this Schedule deed or for breach of any Tax Warranty the Sale Agreement (and not previously refunded under this Schedulerefunded) 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. 4.1 3.1 The relevant Seller may require the auditors for the time being of a the Target Company to certify, at its the Seller’s 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 the Target Company provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect. 4.2 3.2 Subject to paragraph 4.4 paragraphs 3.4 and 3.5 below: (a) any Overprovision shall first be set against any payment then due from any the Seller under this Schedule or for breach of any Tax Warranty;Agreement; and (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 the Seller under this Schedule or for breach of any Tax Warranty Agreement (and not previously refunded under this ScheduleAgreement) up to the amount of the excess; and (c) excess and to the extent that there is any remaining excess, it a payment shall promptly be carried forward and set off against any future liability made to the Seller equal to the amount 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)excess. 4.3 3.3 Either the relevant Seller or the Purchaser may, at its own expense, require any certificate produced in accordance with paragraph 4.1 3.1 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 3.4 If the certificate is amended following a request under paragraph 4.13.1 the certificate is amended, the revised amount of Overprovision shall be substituted for the purposes of paragraph 4.23.2, and any adjusting payment that is required shall be made within 15 Business Days forthwith. 3.5 For the purposes of the amendment of the certificatethis paragraph, any Overprovision shall be determined without regard to any tax refund to which paragraph 6 applies or any payment or relief to which paragraph 10 applies.

Overprovisions. 4.1 9.1 The relevant Seller may Sellers may, acting through the Sellers’ Representative, require the auditors for the time being of a any relevant Target Company Entity to certify, at its the Sellers’ 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 Entity provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect. 4.2 9.2 Subject to paragraph 4.4 paragraphs 9.4 and 9.5 below: (a) any Overprovision shall first be set against any payment then due from any Seller the Sellers (in the proportions to be determined on a just and reasonable basis by the Sellers’ Representative), under this Schedule or for breach of any Tax WarrantySchedule; (b) any remaining amount of the Overprovision shall be reduced by any amounts which would have been due from the Sellers under this Schedule, then or before then, but were not so due as a result of the limits set out in clause 6 of this Deed or paragraphs 1.2 and 1.3 of Schedule 4 to this Deed (excluding any such amounts which have reduced another Overprovision or Sellers’ Benefit in accordance with this paragraph 9.2(b) or paragraph 10.3(b) below); and (c) to the extent that there is an excess, a payment shall promptly be made to the relevant Seller Sellers (in the proportions to be determined on a just and reasonable basis by the Sellers’ Representative) 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 9.3 The Sellers (acting through the relevant Seller Sellers’ Representative) or the Purchaser may, at its own the Sellers’ expense, require any certificate produced in accordance with paragraph 4.1 9.1 above to be reviewed by the auditors for the time being of the any relevant Target Company Entity 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 9.4 If the certificate is amended following a request under paragraph 4.19.1 the certificate is amended, the revised amount of the Overprovision shall be substituted for the purposes of paragraph 4.29.2, and any adjusting payment that is required shall be made within 15 Business Days forthwith. 9.5 For the purposes of the amendment of the certificatethis paragraph, any Overprovision shall be determined without regard to a tax refund to which paragraph 10 applies or any payment or relief to which paragraph 5 applies.