Common use of Reliefs Clause in Contracts

Reliefs. 8.1 If any Liability to Taxation (or Transaction giving rise to that Liability to Taxation) has resulted in a payment having been made or becoming due from the Warrantors under the Tax Covenant gives rise to a Relief for the relevant Group Company (other than a Purchaser’s Relief) which would not otherwise have arisen and which has not previously been set against any liability of the Warrantors under the Warranties or this Tax Covenant, then the Purchaser shall give the Warrantors’ Representative full details of the entitlement as soon as practicable and in any event within 14 days of the Purchaser or the relevant Group Company becoming aware of the entitlement arising and the Purchaser shall at the request of the Warrantors’ Representative and at the Warrantors’ expense take all reasonable steps to procure that the Relief shall be obtained, keeping the Warrantors’ Representative informed of the progress of any action taken. As and when such Relief reduces a liability to make an actual payment of Tax (other than a liability for which the Purchaser would be entitled to bring a Tax Claim), the amount of that reduction shall be dealt with in accordance with paragraph 8.2 below. 8.2 Where it is provided under paragraph 8.1 that any amount (the “relevant amount”) is to be dealt with in accordance with this sub-clause: (a) the relevant amount shall first be set-off against any payment then due from the Warrantors under the Tax Covenant; (b) to the extent that there is an excess, a refund shall be made to the Warrantors of any previous payment made by the Warrantors under the Tax Covenant (to the extent not previously refunded under this paragraph 8) up to the amount of such excess; and (c) to the extent that the excess referred to in paragraph 8.2(b) above is not exhausted under that paragraph, the remainder of the excess shall be carried forward and set off against any future payment or payments which become due from the Warrantors under the Tax Covenant.

Reliefs. 8.1 11.1 If the auditors for the time being of the Company shall certify (at the request and expense of the Principal Seller) that any Liability to Taxation (Losses or Transaction damage giving rise to that Liability to Taxationa claim under any of the Principal Seller’s Warranties contained in paragraph 12 of Schedule 4 (Tax) which has resulted in a payment having been made or becoming due from the Warrantors Principal Seller under the Tax Covenant gives this Agreement will give rise to a Relief for the relevant any Group Company (other than a Purchaser’s Relief) which would not otherwise have arisen and which has not previously been set against any liability of the Warrantors under the Warranties or this Tax Covenantarisen, then the Purchaser shall give the Warrantors’ Representative full details of the entitlement as soon as practicable and in any event within 14 days of the Purchaser or the relevant Group Company becoming aware of the entitlement arising and the Purchaser shall at the request of the Warrantors’ Representative and at the Warrantors’ expense take all reasonable steps to procure that the Relief shall be obtained, keeping the Warrantors’ Representative informed of the progress of any action taken. As and when such Relief reduces a liability to make an actual payment of Tax (other than a liability for which the Purchaser would be entitled to bring a Tax Claim), the amount of that reduction shall Relief shall, to the extent that it has not already been taken into account pursuant to paragraph 9 (Net Financial Benefit) in excluding or reducing a liability for breach of any Principal Seller’s Warranty, be dealt with in accordance with paragraph 8.2 below11.2; provided that if the Relief in question is a deduction from or offset against income, profits or gains, the amount to be so dealt with shall be a sum equal to the amount of Taxation that would be saved through the use of that Relief on the basis of the rates of tax current at the date of the certification made by the auditors under this paragraph. 8.2 11.2 Where it is provided under paragraph 8.1 11.1 that any amount (the “relevant amountRelevant Amount”) is to be dealt with in accordance with this sub-clause:paragraph 11.2:- (a) 11.2.1 the relevant amount Relevant Amount shall first be set-set off against any payment then due from the Warrantors Principal Seller under the Tax Covenant;this Agreement; and (b) 11.2.2 to the extent that there is an excess, a refund shall be made to the Warrantors Principal Seller of any previous payment or payments made by the Warrantors Principal Seller under the Tax Covenant (to the extent this Agreement and not previously refunded under this paragraph 8) up to the amount of such excess; and (c) 11.2.3 to the extent that the excess referred to in paragraph 8.2(b) above 11.3.2 is not exhausted under that paragraph, the remainder of the that excess shall be carried forward and set off against any future payment or payments which become due from the Warrantors Principal Seller under this Agreement. 11.3 Where any such certification as is mentioned in paragraph 11.1 has been made, the Tax CovenantPrincipal Seller or the Purchaser or the relevant Group Company may request the auditors for the time being of the relevant Group Company to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether, in the light of those circumstances, the amount that was the subject of such certification should be amended. If the auditors certify under paragraph 11.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 11.2 as the Relevant Amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required by virtue of the Back to Contents above mentioned substitution shall be made as soon as practicable by the Principal Seller or (as the case may be) to the Principal Seller.

Reliefs. 8.1 6.1 If the auditors for the time being of the relevant Target Company shall certify (at the request and expense of the Vendor) that either any Liability to Taxation (or Transaction the circumstances giving rise to that the Liability to Taxation) which has resulted in a payment having been made or becoming due from the Warrantors Vendor under the Tax Covenant gives or the Finnish Payment will give rise to a Relief for the relevant Group any Target Company (other than a Purchaser’s Relief) which would not otherwise have arisen and which has not previously been set against any liability of the Warrantors under the Warranties or this Tax Covenantarisen, then the Purchaser shall give the Warrantors’ Representative full details of the entitlement as soon as practicable and in any event within 14 days of the Purchaser or the relevant Group Company becoming aware of the entitlement arising and the Purchaser shall at the request of the Warrantors’ Representative and at the Warrantors’ expense take all reasonable steps to procure that the Relief shall be obtained, keeping the Warrantors’ Representative informed of the progress of any action taken. As and when such Relief reduces a liability to make an actual payment of Tax (other than a liability for which the Purchaser would be entitled to bring a Tax Claim), the amount of that reduction shall be dealt with in accordance with paragraph 8.2 6.2 below. 8.2 6.2 Where it is provided under paragraph 8.1 6.1 that any amount (the “relevant amount”) is to be dealt with in accordance with this sub-clause: (a) the relevant amount shall first be set-off against any payment then due from the Warrantors Vendor under the Tax Covenant; (b) to the extent that there is an excess, a refund shall be made to the Warrantors Vendor of any previous payment made by the Warrantors Vendor under the Tax Covenant (to the extent not previously refunded under this paragraph 8) 6) up to the amount of such excess; and (c) to the extent that the excess referred to in paragraph 8.2(b6.2(b) above is not exhausted under that paragraph, the remainder of the excess shall be carried forward and set off against any future payment or payments which become due from the Warrantors Vendor under the Tax Covenant. 6.3 Where any certification referred to in paragraphs 6.1 has been made, the Vendor or the Purchaser or the relevant Target Company may request the auditors to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether the certified amount should be amended. 6.4 If the auditors certify under paragraph 6.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 6.2 as the relevant amount in respect of the certification in question in place of the amount originally certified, and such adjusting payment (if any) as may be required shall be made as soon as practicable by the Vendor or (as the case may be) to the Vendor to give effect to the revised certification.

Reliefs. 8.1 If on or before the seventh anniversary of Completion, if the Purchaser becomes aware or if the auditors for the time being of the relevant Group Company confirm in writing (at the request and expense of the Warrantors) that any Liability to Taxation (or Transaction giving rise to that Liability to Taxation) which has resulted in a payment having been made or becoming due from the Warrantors under the Tax Covenant gives will give rise to a Relief for the relevant any Group Company (other than a Purchaser’s 's Relief) which would not otherwise have arisen and which has not previously been set against any liability of the Warrantors under the Warranties or this Tax Covenantarisen, then the Purchaser shall give the Warrantors’ Representative full details of the entitlement as soon as practicable and in any event within 14 days of the Purchaser or the relevant Group Company becoming aware of the entitlement arising and the Purchaser shall at the request of the Warrantors’ Representative and at the Warrantors’ expense take all reasonable steps to procure that the Relief shall be obtained, keeping the Warrantors’ Representative informed of the progress of any action taken. As and when such Relief reduces a liability to make an actual payment of Tax (other than a liability for which the Purchaser would be entitled to bring a Tax Claim), the amount of that reduction shall be dealt with in accordance with paragraph 8.2 below. 8.2 Where it is provided under paragraph paragraphs 8.1 that any amount (the “"relevant amount”") is to be dealt with in accordance with this sub-clauseparagraph: (aq) the relevant amount shall first be set-off against any payment then due from the Warrantors under the Tax Covenant; (br) to the extent that there is an excess, a refund shall be made to the Warrantors of any previous payment made by the Warrantors under the Tax Covenant (to the extent not previously refunded under this paragraph 8) up to the amount of such excess; and (cs) to the extent that the excess referred to in paragraph 8.2(b) above is not exhausted under that paragraph, the remainder of the excess shall be carried forward and set off against any future payment or payments which become due from the Warrantors under the Tax Covenant. 8.3 Where any written confirmation referred to in paragraphs 8.1 has been made, the Warrantors or the Purchaser or the relevant Group Company may request, at the sole expense of the party making the request, the auditors to review such written confirmation in the light of all relevant circumstances, including any facts which have become known only since such written confirmation, and to certify whether such written confirmation remains correct or whether the amount in such written confirmation should be amended. 8.4 If the auditors certify under paragraph 8.3 that an amount previously determined should be amended, that amended amount shall be substituted for the purposes of paragraph 8.2 as the relevant amount in respect of the written confirmation in question in place of the amount originally included, and such adjusting payment (if any) as may be required shall be made as soon as practicable by the Warrantors or (as the case may be) to the Warrantors to give effect to the revised amount. 8.5 In addition to the Consideration set out at Clause 3 of this Agreement, the Purchaser shall pay to the Vendors an amount equal to any Tax Saving (“Tax Saving Payment”) or any R&D Tax Repayment ("R&D Tax Repayment Payment"). 8.6 Any Tax Saving Payment pursuant to paragraph 8.5 above, shall be paid on the date 12 months and ten Business Days after the date the tax computation for the period in which the set off occurs is agreed with HMRC or otherwise where HMRC's enquiry window has expired. 8.7 Any R&D Tax Repayment Payment shall be paid within ten Business Days following payment by HMRC to the relevant Group Company of such R&D Tax Repayment. 8.8 Any Tax Saving Payment or R&D Tax Repayment Payment owed to the Vendors pursuant to this paragraph shall be satisfied by the Purchaser making a direct payment into the Escrow Account (in which case the sum so paid shall be treated as an Escrow Amount for the purposes of this Agreement) and in circumstances where the Escrow Account is no longer open, shall be paid to Vendors' Solicitors who shall hold such sum on the Vendors' behalf.

Reliefs. 8.1 9.1 If any a Liability to Taxation (or Transaction giving rise to that Liability to Taxation) under paragraph 3, which has resulted in a payment having been made or becoming due from by the Warrantors Principal Shareholders under the Tax Covenant gives Part 3 of this schedule, has given rise to a Relief for the relevant Group Company (other than a Purchaser’s ReliefPrincipal Shareholders’ Relief that is the subject of paragraph 6.4.4 (limitations) or paragraph 10.2) for the Company which would not otherwise have arisen arisen, and either: 9.1.1 the Managers’ Representative notifies the Buyer by the Second Payment Date that such Relief will arise as a result of such Liability to Taxation that the Company can use to reduce or eliminate an Actual Liability to Taxation in respect of which has the Principal Shareholders would not previously have been set against any liability of the Warrantors liable under the Warranties covenant under paragraph 3 (ignoring for this purpose the application of paragraph 1.5 (Threshold) of schedule 5); or 9.1.2 the relevant Company has by the Second Payment Date utilised such Relief to reduce or eliminate an Actual Liability to Taxation in respect of which the Principal Shareholders would not have been liable under the covenant under paragraph 3 (ignoring for this Tax Covenant, purpose the application of paragraph 1.5 (Threshold) of schedule 5) then the Purchaser Buyer shall give repay to the Warrantors’ Representative full details of the entitlement as soon as practicable and in any event within 14 days of the Purchaser or the relevant Group Company becoming aware of the entitlement arising and the Purchaser shall at the request of the Warrantors’ Representative and at the Warrantors’ expense take all reasonable steps to procure that the Relief Escrow Account (where such repayment shall be obtained, keeping the Warrantors’ Representative informed of the progress of any action taken. As and when such Relief reduces a liability to make an actual payment of Tax (other than a liability for which the Purchaser would be entitled to bring a Tax Claim), the amount of that reduction shall be dealt with held in accordance with paragraph 8.2 belowthe provisions of clause 11), or, where the due date for payment falls after the Second Payment Date, to the Managers’ Representative for the account of the Principal Shareholders, an amount equal to the lesser of: 9.1.3 the Actual Liability to Taxation which has been eliminated; or 9.1.4 the amount by which such Actual Liability to Taxation is reduced. 8.2 Where it is provided under paragraph 8.1 that any amount (the “relevant amount”) is to be dealt with in accordance with this sub-clause: (a) the relevant amount shall first be set-off against any payment then due from the Warrantors under the Tax Covenant; (b) to the extent that there is an excess, a refund 9.2 Payment shall be made to the Warrantors of any previous payment made due by the Warrantors under the Tax Covenant (to the extent not previously refunded Buyer under this paragraph 8) up 9 on the date on which the payment of the Actual Liability to Taxation is or would have been due or, where appropriate, the date on which the Company receives a repayment in respect of the Relief. The amount which the Buyer is liable to pay hereunder shall not in any case exceed the amount paid by the Principal Shareholders under this schedule in respect of the Liability to Taxation which has given rise to the amount of such excess; and (c) to the extent that the excess referred to Relief in paragraph 8.2(b) above is not exhausted under that paragraph, the remainder of the excess shall be carried forward and set off against any future payment or payments which become due from the Warrantors under the Tax Covenantquestion.