Common use of Overprovisions Clause in Contracts

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 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 6.1 If, on or before the seventh anniversary of Completion Completion, the auditors for the time being of a Group the 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 Seller under this Tax Covenant; (b) if there is an excess, a refund shall be made to the Sellers Seller of any previous payment or payments made by the Sellers Seller 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(b6.1(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 Seller under this Tax Covenant. 5.2 6.2 After the relevant Group Company's ’s auditors have made a determination under paragraph 5.16.1, 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 to 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 5.26.2, 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 Seller as soon as reasonably practicable.

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 243 265 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.