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 purposes of Section 3.3.
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Overprovisions. The Seller may require 7.1 If any provision for Tax (excluding deferred tax) contained in the auditors Completion Accounts shall at the date of any Company Group Member payment by the Warrantors pursuant to certify Part 3 of this Schedule be or have been (at the existence and amount of any overprovision in the Financial Statements dated as request of the Effective Time which were taken into account in Sellers’ Representative and at the calculation expense of Working Capital the Warrantors ) certified by the Target Group Company’s auditors for the purposes of Section 3.3 and Purchasers shall procure that the relevant Company Group Member provides any information time being to be, or assistance reasonably required for this purpose. If the auditors otherwise discover be shown to have been, an overprovision (applying the accounting policies, principles and practices adopted in relation to the Financial Statements dated as preparation of the Effective Time which were taken into account in Completion Accounts), the calculation value of Working Capital for such overprovision (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“Overprovision Amount”) shall:
7.1.1 first be set off against any payment then due from Seller to Purchasers in respect of a successful claim the Warrantors under Section 12.1this Schedule;
7.1.2 secondly, (b) to the extent that there is any excess a refund an excess, there shall be made refunded to Seller of the Warrantors any previous payment or payments made by the Warrantors under Part 3 of this Schedule up to Purchasers (and not previously refunded) under Section 12.1, such refund to be paid within five Days the amount of the issue of the certificate by the auditorsexcess; and (c) and
7.1.3 thirdly, to the extent that there is still an the excess referred to in Paragraph 7.1.2 has not been exhausted under that Paragraph, the remainder of the such excess shall be carried forward and be set against any future further such payment or payments which become due from in chronological order until exhausted.
7.2 The Overprovision Amount shall be calculated on the Seller to the Purchasers under Section 12.1. For the purposes of this Section 12.7, an basis that no overprovision exists if (ignoring the effect of may arise or be increased by or as a result of:
7.2.1 any Event after Completion;
7.2.2 any change in Law made Tax Statute or action taken by Purchasers or the relevant Company Group Member after the Effective Time) any liability increase in respect rates of Tax (including deferred Tax), after Completion; or
7.2.3 the utilisation of any Accounts Relief 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 purposes of Section 3.3Post Completion Relief.
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Overprovisions. 5.1 The Seller Vendor may require the auditors for the time being of any Company Group Member MYL to certify (at the Vendor’s expense) the existence and amount of any overprovision in and 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 Purchaser shall provide, or procure that the relevant Company Group Member provides MYL provides, any information or assistance reasonably required for this purpose. 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 otherwise discover an overprovision 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 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 Model has proved to be an overprovision, then the amount of such overprovision and which was taken into account shall be dealt with in the calculation of Working Capital for the purposes of Section 3.3 shall 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 off against any payment then due from Seller to Purchasers in respect of a successful claim the Vendor under Section 12.1, this deed or the Sale Agreement;
(b) to the extent that there is any excess an excess, a refund shall be made to Seller the Vendor of any previous payment or payments made to Purchasers by the Vendor under this deed or the Sale Agreement (and not previously refunded) under Section 12.1, such refund up to be paid within five Days the amount of the issue of the certificate by the auditorsexcess; and and
(c) to the extent that there the excess referred to in clause 5.4(b) is still an excess not exhausted under that clause, the remainder of the that excess shall be carried forward and set against any future payment or payments which become due from the Seller Vendor to the Purchasers Purchaser 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 deed 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 purposes of Section 3.3Sale Agreement.
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Samples: Sale and Purchase Agreement (Macquarie Infrastructure CO LLC)
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. 5.1 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 Purchaser or a Group Company becomes aware that any contingency or provision 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 Tax that is proved to be an overprovision and which was taken into account in computing the calculation amount of Working Capital 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 purposes time being of Section 3.3 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 (a) first be set off against any payment then due from Liability of the Seller to Purchasers in respect of a successful claim under Section 12.1, (b) any Tax Claim then outstanding;
5.1.2 to the extent that there is any excess excess, a refund shall be made to the Seller of any previous payment or payments 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 auditorsSeller in respect of any historic Tax Claim; and (c) and
5.1.3 to the extent that there any excess referred to in paragraph 5.1.2 is still an excess not exhausted, the remainder of the such excess shall be carried forward and set against any future payments which become due from to be made by 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 any future Tax Claim.
5.2 If any dispute arises under this paragraph 5 (including deferred Tax), Overprovisions) as to whether there is or any contingency or provision in respect of Tax, has been overstated in any Overprovision, the Financial Statements dated as provisions of the Effective Time. Notwithstanding the above: (a) no provision in respect of a deferred Tax Liability paragraph 4.2 and 4.3 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 mutatis mutandis apply.
5.3 For the avoidance of doubt, no account shall be taken in this Section 12.7 the Seller acknowledges that the aggregate value of a provision which was not taken into account all deferred Tax assets included in the calculation computation of Working Capital 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 purposes purpose of Section 3.3this paragraph 5.
5.4 To the extent that any Overprovision is a Refund, the provisions of paragraph 4 shall apply to such Overprovision.
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