Common use of Reliefs Clause in Contracts

Reliefs. 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 Losses or damage giving rise to a 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 Principal Seller under this Agreement will give rise to a Relief for any Group Company which would not otherwise have arisen, then the amount of that 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 11.2; 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. 11.2 Where it is provided under paragraph 11.1 that any amount (the “Relevant Amount”) is to be dealt with in accordance with this paragraph 11.2:- 11.2.1 the Relevant Amount shall first be set off against any payment then due from the Principal Seller under this Agreement; and 11.2.2 to the extent there is an excess, a refund shall be made to the Principal Seller of any previous payment or payments made by the Principal Seller under this Agreement and not previously refunded under this paragraph up to the amount of such excess; and 11.2.3 to the extent that the excess referred to in paragraph 11.3.2 is not exhausted under that paragraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Principal Seller under this Agreement. 11.3 Where any such certification as is mentioned in paragraph 11.1 has been made, the Principal 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. 11.1 9.1 If the auditors for the time being of the Company shall certify (at the request and expense of the Principal Seller) that any Losses or damage giving rise a Liability to a claim Taxation under any of the Principal Seller’s Warranties contained in paragraph 12 of Schedule 4 (Tax) 3, which has resulted in a payment having been made or becoming due from by the Principal Seller Shareholders under Part 3 of this Agreement will give schedule, has given rise to a Relief (other than a Principal Shareholders’ Relief that is the subject of paragraph 6.4.4 (limitations) or paragraph 10.2) for any Group the Company which would not otherwise have 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 the Principal Shareholders would not have been liable under the 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 purpose the application of paragraph 1.5 (Threshold) of schedule 5) then the amount Buyer shall repay to the Escrow Account (where such repayment shall be held in accordance with the provisions of that Relief shallclause 11), or, where the due date for payment falls after the Second Payment Date, to the extent that it has not already been taken into Managers’ Representative for the account pursuant to paragraph 9 (Net Financial Benefit) in excluding or reducing a liability for breach of any the Principal Seller’s WarrantyShareholders, be dealt with in accordance with paragraph 11.2; provided that if the Relief in question is a deduction from or offset against income, profits or gains, the an amount to be so dealt with shall be a sum equal to the lesser of: 9.1.3 the Actual Liability to Taxation which has been eliminated; or 9.1.4 the amount of by which such Actual Liability to Taxation that would is reduced. 9.2 Payment shall be saved through the use of that Relief on the basis of the rates of tax current at the date of the certification made due by the auditors under this paragraph. 11.2 Where it is provided under paragraph 11.1 that any amount (the “Relevant Amount”) is to be dealt with in accordance with this paragraph 11.2:- 11.2.1 the Relevant Amount shall first be set off against any payment then due from the Principal Seller under this Agreement; and 11.2.2 to the extent there is an excess, a refund shall be made to the Principal Seller of any previous payment or payments made by the Principal Seller under this Agreement and not previously refunded Buyer under this paragraph up 9 on the date on which the payment of the Actual Liability to the amount of such excess; and 11.2.3 to the extent that the excess referred to in paragraph 11.3.2 Taxation is not exhausted under that paragraphor would have been due or, where appropriate, the remainder of that excess shall be carried forward and set off against any future payment or payments date on which become due from the Principal Seller under this Agreement. 11.3 Where any such certification as is mentioned in paragraph 11.1 has been made, the Principal 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 receives a repayment in respect of the certification Relief. The amount which the Buyer is liable to pay hereunder shall not in question in place of any case exceed 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 paid by the Principal Seller or (as Shareholders under this schedule in respect of the case may be) Liability to Taxation which has given rise to the Principal SellerRelief in question.

Reliefs. 11.1 6.1 If the auditors for the time being of the relevant Target Company shall certify (at the request and expense of the Principal SellerVendor) that either any Losses Liability to Taxation (or damage the circumstances giving rise to a claim under any of the Principal Seller’s Warranties contained in paragraph 12 of Schedule 4 (TaxLiability to Taxation) which has resulted in a payment having been made or becoming due from the Principal Seller Vendor under this Agreement the Tax Covenant or the Finnish Payment will give rise to a Relief for any Group Target Company which would not otherwise have arisen, then 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 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, reduction shall be dealt with in accordance with paragraph 11.2; 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 paragraph6.2 below. 11.2 6.2 Where it is provided under paragraph 11.1 6.1 that any amount (the “Relevant Amountrelevant amount”) is to be dealt with in accordance with this paragraph 11.2:-sub-clause: 11.2.1 (a) the Relevant Amount relevant amount shall first be set set-off against any payment then due from the Principal Seller Vendor under this Agreement; andthe Tax Covenant; 11.2.2 (b) to the extent that there is an excess, a refund shall be made to the Principal Seller Vendor of any previous payment or payments made by the Principal Seller Vendor under this Agreement and the Tax Covenant (to the extent not previously refunded under this paragraph 6) up to the amount of such excess; and 11.2.3 (c) to the extent that the excess referred to in paragraph 11.3.2 6.2(b) above is not exhausted under that paragraph, the remainder of that the excess shall be carried forward and set off against any future payment or payments which become due from the Principal Seller Vendor under this Agreementthe Tax Covenant. 11.3 6.3 Where any such certification as is mentioned referred to in paragraph 11.1 paragraphs 6.1 has been made, the Principal Seller Vendor or the Purchaser or the relevant Group Target 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 whether the light of those circumstances, the certified amount that was the subject of such certification should be amended. . 6.4 If the auditors certify under paragraph 11.3 6.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 11.2 6.2 as the Relevant Amount 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 Vendor or (as the case may be) to the Principal SellerVendor to give effect to the revised certification.

Reliefs. 11.1 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 shall certify confirm in writing (at the request and expense of the Principal SellerWarrantors) that any Losses or damage giving rise Liability to a claim under any of the Principal Seller’s Warranties contained in paragraph 12 of Schedule 4 (Tax) Taxation which has resulted in a payment having been made or becoming due from the Principal Seller Warrantors under this Agreement the Tax Covenant will give rise to a Relief for any Group Company (other than a Purchaser's Relief) which would not otherwise have arisen, then 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 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, reduction shall be dealt with in accordance with paragraph 11.2; 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 paragraph8.2 below. 11.2 8.2 Where it is provided under paragraph 11.1 paragraphs 8.1 that any amount (the “Relevant Amount”"relevant amount") is to be dealt with in accordance with this paragraph 11.2:-sub-paragraph: 11.2.1 (q) the Relevant Amount relevant amount shall first be set set-off against any payment then due from the Principal Seller Warrantors under this Agreement; andthe Tax Covenant; 11.2.2 (r) to the extent that there is an excess, a refund shall be made to the Principal Seller Warrantors of any previous payment or payments made by the Principal Seller Warrantors under this Agreement and the Tax Covenant (to the extent not previously refunded under this paragraph 8) up to the amount of such excess; and 11.2.3 (s) to the extent that the excess referred to in paragraph 11.3.2 8.2(b) above is not exhausted under that paragraph, the remainder of that the excess shall be carried forward and set off against any future payment or payments which become due from the Principal Seller Warrantors under this Agreementthe Tax Covenant. 11.3 8.3 Where any such certification as is mentioned written confirmation referred to in paragraph 11.1 paragraphs 8.1 has been made, the Principal Seller Warrantors or the Purchaser or the relevant Group Company may request request, at the sole expense of the party making the request, the auditors for the time being of the relevant Group Company to review such certification written confirmation in the light of all relevant circumstances, including any facts which have become known only since such certificationwritten confirmation, and to certify whether such certification written confirmation remains correct or whether, in the light of those circumstances, whether the amount that was the subject of in such certification written confirmation should be amended. . 8.4 If the auditors certify under paragraph 11.3 8.3 that an amount previously certified determined should be amended, that amended amount shall be substituted for the purposes of paragraph 11.2 8.2 as the Relevant Amount relevant amount in respect of the certification written confirmation in question in place of the amount originally certifiedincluded, 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 Warrantors or (as the case may be) to the Principal SellerWarrantors 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. 11.1 8.1 If the auditors for the time being of the Company shall certify any Liability to Taxation (at the request and expense of the Principal Seller) that any Losses or damage Transaction giving rise to a claim under any of the Principal Seller’s Warranties contained in paragraph 12 of Schedule 4 (Taxthat Liability to Taxation) which has resulted in a payment having been made or becoming due from the Principal Seller Warrantors under this Agreement will give the Tax Covenant gives rise to a Relief for any the relevant Group Company (other than a Purchaser’s Relief) which would not otherwise have arisenarisen 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 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, reduction shall be dealt with in accordance with paragraph 11.2; 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 paragraph8.2 below. 11.2 8.2 Where it is provided under paragraph 11.1 8.1 that any amount (the “Relevant Amountrelevant amount”) is to be dealt with in accordance with this paragraph 11.2:-sub-clause: 11.2.1 (a) the Relevant Amount relevant amount shall first be set set-off against any payment then due from the Principal Seller Warrantors under this Agreement; andthe Tax Covenant; 11.2.2 (b) to the extent that there is an excess, a refund shall be made to the Principal Seller Warrantors of any previous payment or payments made by the Principal Seller Warrantors under this Agreement and the Tax Covenant (to the extent not previously refunded under this paragraph 8) up to the amount of such excess; and 11.2.3 (c) to the extent that the excess referred to in paragraph 11.3.2 8.2(b) above is not exhausted under that paragraph, the remainder of that the excess shall be carried forward and set off against any future payment or payments which become due from the Principal Seller Warrantors under this Agreementthe Tax Covenant. 11.3 Where any such certification as is mentioned in paragraph 11.1 has been made, the Principal 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.