Common use of Tax affairs Clause in Contracts

Tax affairs. 6.1 The Warrantors or their duly authorised agents or advisers shall, at the expense of the Company prepare, submit and agree the corporation tax computations and returns of the Company (“Tax Computations”) for its accounting period(s) ended on or before the Accounts Date (“Relevant Accounting Period(s)”). 6.2 The Warrantors shall deliver to the Buyer for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”) which it intends to submit to the Tax Authority before submission to the Tax Authority and subject to paragraph 6.3 shall take account of the reasonable comments of the Buyer and make such amendments to the Relevant Information as the Buyer may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Tax Authority. 6.3 The Warrantors shall not and shall procure that no other person shall submit to the relevant Tax Authority any Relevant Information or agree any matter with that Tax Authority where the Buyer has notified the Warrantors in writing that it reasonably considers that such Relevant Information or matter is not true, accurate and lawful in all respects 6.4 The Warrantors shall deliver to the Buyer copies of any material correspondence sent to, or received from, the Tax Authority relating to the Tax Computations and returns and shall keep the Buyer informed of its actions under this paragraph. 6.5 Subject to paragraphs 6.2 and 6.4, the Buyer shall or shall procure that: 6.5.1 the Company properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors shall require in relation to the Relevant Accounting Period(s) provided that the Buyer shall not be obliged to procure that the Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts for the period to which such action relates; 6.5.2 the Company provides to the Warrantors such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and 6.5.3 any correspondence which relates to the Tax Computations shall, if received by the Buyer or any Company or its agents or advisers, be copied to the Warrantors. 6.6 In respect of any matter which gives or may give the Buyer a right to make a Tax Claim, the provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this paragraph 6. 6.7 Clauses 6.1 to 6.3, 6.5 and 6.6 shall apply, with all necessary changes, to the Tax Computations in respect of the accounting period in which Completion occurs as if the reference to the Buyer were to the Warrantors and vice versa and the rights of the Warrantors to comment shall be restricted to the period prior to Completion.

Tax affairs. 6.1 The Warrantors Vendor or their its duly authorised agents or advisers shall, at the reasonable expense of the Company a Target Group member prepare, submit and agree the corporation tax computations and returns of the Company relevant Target Group member (“Tax Computations”) for its accounting period(s) (within the meaning of section 12 of the Taxes Act) ended on or before the Accounts Date 31 December 2004 (“Relevant Accounting Period(s)”). 6.2 The Warrantors Vendor shall deliver to the Buyer Purchaser for comments any Tax Computation Computations return document or correspondence and details of any information or proposal (“Relevant Information”) which it intends to submit to the Tax Authority Inland Revenue before submission to the Tax Authority Inland Revenue and subject to paragraph 6.3 shall take account of the reasonable comments of the Buyer Purchaser and make such amendments to the Relevant Information as the Buyer Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Tax AuthorityInland Revenue. 6.3 The Warrantors Vendor shall not not, and shall procure that no other person shall shall, submit to the relevant Tax Authority Inland Revenue any Relevant Information or agree any matter with that Tax Authority the Inland Revenue where the Buyer Purchaser has notified the Warrantors Vendor in writing that it reasonably considers within 30 days of the receipt of the Relevant Information or proposal for agreement that such Relevant Information or matter is not true, accurate and lawful in all respects. 6.4 The Warrantors Vendor shall deliver to the Buyer Purchaser copies of any material correspondence sent to, or received from, the Tax Authority Inland Revenue relating to the Tax Computations and returns and shall keep the Buyer Purchaser informed of its actions under this paragraph. 6.5 Subject to paragraphs 6.2 and to 6.4, the Buyer Purchaser shall or shall procure that: 6.5.1 the Company each Target Group member properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors Vendor shall reasonably require in relation to the Relevant Accounting Period(s) provided that the Buyer Purchaser shall not be obliged to procure that the Company any Target Group member makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts for the period to which such action relates;. 6.5.2 the Company each Target Group member provides to the Warrantors Vendor such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and. 6.5.3 any correspondence which relates to the Tax Computations shall, if received by the Buyer Purchaser or any Company Target Group member or its their agents or advisers, be properly copied to the WarrantorsVendor. 6.6 In respect of any matter which gives or may give the Buyer Purchaser a right to make a Tax Claim, the provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this paragraph 6. 6.7 Clauses 6.1 The Vendor shall use all reasonable endeavours to 6.3, 6.5 and 6.6 shall apply, with all necessary changes, to agree the Tax Computations in respect of the accounting period in which Completion occurs as if the reference to the Buyer were to the Warrantors soon as reasonably practicable and vice versa shall deal with all such matters promptly and the rights of the Warrantors to comment shall be restricted to the period prior to Completiondiligently and within applicable time limits.

Tax affairs. 6.1 The Warrantors (or their duly authorised agents or advisers advisers) shall, at the reasonable expense of the Company prepareHHL, prepare and submit and agree the corporation tax computations and returns of the Company HHL (“Tax Computations”) for its accounting period(s) (within the meaning of section 12 of the Taxes Act) ended on or before the Accounts Date (“Relevant Accounting Period(s)”). 6.2 The Warrantors shall deliver to the Buyer Purchaser for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”) which it intends to submit to the Tax Authority HM Revenue and Customs before submission to the Tax Authority HM Revenue and subject to paragraph 6.3 Customs and shall take account of the reasonable comments of the Buyer Purchaser and make such amendments to the Relevant Information as the Buyer Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Tax AuthorityHM Revenue and Customs. 6.3 The Warrantors shall not and shall procure that no other person shall submit to the relevant Tax Authority any Relevant Information or agree any matter with that Tax Authority where the Buyer has notified the Warrantors in writing that it reasonably considers that such Relevant Information or matter is not true, accurate and lawful in all respects 6.4 The Warrantors shall deliver to the Buyer Purchaser copies of any material correspondence sent to, or received from, the Tax Authority HM Revenue and Customs relating to the Tax Computations and returns and shall keep the Buyer Purchaser informed of its actions under this paragraph. 6.5 6.4 Subject to paragraphs 6.2 and 6.46.3, the Buyer Purchaser shall or shall procure that: 6.5.1 the Company 6.4.1 HHL properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors shall reasonably require in relation to the Relevant Accounting Period(s) provided that the Buyer shall not be obliged to procure that the Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts for the period to which such action relates); 6.5.2 the Company 6.4.2 HHL provides to the Warrantors such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and; 6.5.3 6.4.3 any correspondence which relates to the Tax Computations shall, if received by the Buyer Purchaser or any Company HHL (or its agents or advisers), be copied to the Warrantors. 6.6 6.5 In respect of any matter which gives or may give the Buyer Purchaser a right to make a HHL Tax Claim, the provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this paragraph 6. 6.6 The Warrantors shall use all reasonable endeavours to submit the Tax Computations as soon as reasonably practicable and within applicable time limits. 6.7 Clauses 6.1 to 6.3, 6.5 and 6.6 shall apply, with all necessary changesmutatis mutandis, to the Tax Computations in respect of the accounting period in which Completion occurs as if (i) the reference to the Buyer Purchaser were to the Warrantors (and vice versa versa) and (ii) the Warrantors’ rights of the Warrantors to comment under clause 6.2 shall be restricted limited to the time period prior from the Accounts Date and up to and including Completion.

Tax affairs. 6.1 Prior to the Completion Date the Sellers shall make, and shall procure to be made, all relevant elections in respect of any and all transfers that have taken place at any time in the six years prior to the Completion Date between members of the same group and which may give rise to a Tax Liability on any Group Company as a result of Completion so that any such Tax Liability would be treated as accruing not to any Group Company but to the Sellers or another member of the Sellers’ Tax Group. The Warrantors Sellers shall maintain and provide copies to the Purchaser of any documentation, reports, correspondence and details of any information relating to the tax position, Tax Computation and/or returns of each Sensor-Nite Group Company. 6.2 The Sellers or their duly authorised agents or advisers shall, at the expense of the Company Sellers prepare, submit and agree the corporation tax computations and returns of the each Group Company (“Tax Computations”) for its accounting period(speriods (within the meaning of the relevant Tax Statute) ended on or before the Accounts Completion Date (“Relevant Accounting Period(s)Tax Computations”). 6.2 6.3 The Warrantors Sellers shall deliver to the Buyer Purchaser for comments any Tax Computation return Computation, return, document or correspondence and details of any information or proposal (“Relevant Information”) which it intends to submit to the any Tax Authority before submission to the Tax Authority and and, subject to paragraph 6.3 6.4 of this Schedule shall take account of the reasonable comments of the Buyer Purchaser and make such amendments to the Relevant Information as the Buyer Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the any Tax Authority. 6.3 6.4 The Warrantors Sellers shall not and shall procure that no other person shall submit to the relevant any Tax Authority any Relevant Information or agree any matter with that any Tax Authority where the Buyer Purchaser has notified the Warrantors in writing Sellers that it reasonably considers that that: 6.4.1 such Relevant Information or matter is not true, accurate and lawful in all respects; or 6.4 6.4.2 such Relevant Information or matter is reasonably likely to prejudice the amount of a future liability to tax of a Group Company. 6.5 The Warrantors Sellers shall deliver to the Buyer Purchaser copies of any material correspondence sent to, or received from, the any Tax Authority relating to the Tax Computations and returns and shall keep the Buyer Purchaser fully informed of its actions under this paragraphClause 6. 6.5 6.6 Subject to paragraphs 6.2 and 6.4Clauses 6.3 to 6.5, the Buyer Purchaser shall or shall procure that: 6.5.1 6.6.1 the relevant Group Company properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as Computations; 6.6.2 the Warrantors shall require in relation relevant Group Company provides to the Relevant Accounting Period(s) Sellers such information and assistance, including without limitation such access to its books and records which may reasonably be required to prepare, submit negotiate and agree the Tax Computations; 6.6.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser or the relevant Group Company or their agents or advisers be copied to the Sellers, provided that in respect of any matter which gives or may give the Buyer Purchaser a right to make a Tax Claim, the provisions of Clause 5 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this Clause 6 and provided further that the Purchaser shall not be obliged to procure that the a Group Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts Closing Statement for the period to which such action relates;. 6.5.2 the Company provides 6.7 The Sellers shall use all reasonable endeavours to the Warrantors such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and 6.5.3 any correspondence which relates to Computations as soon as reasonably practicable and shall deal with all such matters promptly and diligently and within applicable time limits and in the event that the Tax Computations shall, if received have not been submitted and agreed by the Buyer or any Company or its agents or advisers, be copied to date which is twelve months following the Warrantors. 6.6 In respect of any matter which gives or may give the Buyer a right to make a Tax ClaimCompletion Date, the provisions of paragraph 4 with respect to appeals and the conduct of disputes Sellers shall apply instead of the provisions of lose all their rights under this paragraph 6. 6.7 Clauses 6.1 to 6.3, 6.5 and 6.6 shall apply, with all necessary changes, to the Tax Computations in respect of the accounting period in which Completion occurs as if the reference to the Buyer were to the Warrantors and vice versa and the rights of the Warrantors to comment shall be restricted to the period prior to Completion.

Tax affairs. 6.1 The Warrantors or their duly authorised agents or advisers shall, at the expense of the Company prepare, submit and agree the corporation tax computations and returns of the Company (“Tax Computations”"TAX COMPUTATIONS") for its accounting period(s) (within the meaning of section 12 of the Taxes Act) ended on or before the Accounts Date (“Relevant Accounting Period(s"RELEVANT ACCOUNTING PERIOD(S)”"). 6.2 The Warrantors shall deliver to the Buyer Purchaser for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”"RELEVANT INFORMATION") which it intends to submit to the Tax Authority Inland Revenue before submission to the Tax Authority and subject to paragraph 6.3 Inland Revenue shall take account of the reasonable comments of the Buyer Purchaser and make such amendments to the Relevant Information as the Buyer Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Tax AuthorityInland Revenue. 6.3 The Warrantors shall not and shall procure that no other person shall submit to the relevant Tax Authority any Relevant Information or agree any matter with that Tax Authority where the Buyer has notified the Warrantors in writing that it reasonably considers that such Relevant Information or matter is not true, accurate and lawful in all respects 6.4 The Warrantors shall deliver to the Buyer Purchaser copies of any material correspondence sent to, or received from, the Tax Authority Inland Revenue relating to the Tax Computations and returns and shall keep the Buyer Purchaser informed of its their actions under this paragraph. 6.5 6.4 Subject to paragraphs 6.2 and 6.46.3, the Buyer Purchaser shall or shall procure that: 6.5.1 6.4.1 the Company properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors shall require in relation to the Relevant Accounting Period(s) provided that the Buyer shall not be obliged to procure that the Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts for the period to which such action relates); 6.5.2 6.4.2 the Company provides to the Warrantors such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and; 6.5.3 6.4.3 any correspondence which relates to the Tax Computations shall, if received by the Buyer Purchaser or any Company or its their agents or advisers, be promptly copied to the Warrantors. 6.6 In respect of any matter which gives 6.5 The Purchaser or may give its duly authorised agents or advisers shall, at the Buyer a right to make a Tax Claim, the provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead expense of the provisions of this paragraph 6. 6.7 Clauses 6.1 to 6.3Company prepare, 6.5 submit and 6.6 shall apply, with all necessary changes, to agree the Tax Computations in respect corporation tax computation and return of the Company for its accounting period (within the meaning of section 12 of the Taxes Act 1988) in which Completion occurs as if the reference to the Buyer were ("COMPLETION ACCOUNTING PERIOD") ("COMPLETION TAX COMPUTATION"). 6.6 The Purchaser shall deliver to the Warrantors for comments the Completion Tax Computation, return, document or correspondence and vice versa and details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends to submit to the rights Inland Revenue before submission to the Inland Revenue and, subject to paragraph 6.7 of this schedule 4 part 4 shall take account of the reasonable comments of the Warrantors to comment shall be restricted and make such reasonable amendments to the period Relevant Information as the Warrantors may require prior to Completionits submission to the Inland Revenue, provided that the Purchaser shall not have to take account of any comments or make any amendments which the Purchaser reasonably considers will result in any Completion Tax Computation not being true, accurate and lawful in all respects. 6.7 Subject to paragraphs 6.6 of this schedule 4 part 4, the Purchaser shall or shall procure that the Company provides to the Warrantors all such information and assistance, including without limitation such access to its books, accounts and records (at the Warrantors' cost and expense) which may reasonably be required to consider the draft Completion Tax Computations.

Tax affairs. 6.1 9.1 The Warrantors Buyer or their duly authorised agents or advisers shall, at the expense of the Company shall prepare, submit and agree the corporation tax computations and returns of the Company (“"Tax Computations”") for its accounting period(s) ended on or before (within the meaning of section 12 of ICTA) commencing during the period from the Accounts Date to Completion (“"Relevant Accounting Period(s)”"). 6.2 9.2 The Warrantors Buyer shall deliver to the Buyer Warrantors for comments any Tax Computation return document or correspondence and details of any information or proposal (“"Relevant Information”") which it intends to submit to the Tax Authority HM Revenue & Customs before submission to the Tax Authority HM Revenue & Customs and subject to paragraph 6.3 shall take account of the reasonable comments of the Buyer Warrantors and make such amendments to the Relevant Information as the Buyer Warrantors may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Tax AuthorityHM Revenue & Customs. 6.3 9.3 The Warrantors shall not and shall procure that no other person shall submit to the relevant Tax Authority any Relevant Information or agree any matter with that Tax Authority where the Buyer has notified the Warrantors in writing that it reasonably considers that such Relevant Information or matter is not true, accurate and lawful in all respects 6.4 The Warrantors shall deliver to the Buyer Warrantors copies of any material correspondence sent to, or received from, the Tax Authority HM Revenue & Customs relating to the Tax Computations and returns and shall keep the Buyer Warrantors fully informed of its actions under this paragraph. 6.5 9.4 Subject to paragraphs 6.2 and 6.49.2 to 9.3, the Buyer shall or shall procure that: 6.5.1 9.4.1 the Company properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors shall require in relation to the Relevant Accounting Period(s) provided that the Buyer shall not be obliged to procure that the Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts for the period to which such action relates); 6.5.2 9.4.2 the Company provides to the Warrantors such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate review and agree the Tax Computations; and; 6.5.3 9.4.3 any correspondence which relates to the Tax Computations shall, if received by the Buyer or any Company or its agents or advisers, be properly and within a reasonable period of time copied to the Warrantors. 6.6 9.5 In respect of any matter which gives or may give the Buyer a right to make a Tax Claim, the provisions of paragraph 4 8 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this paragraph 69. 6.7 Clauses 6.1 to 6.3, 6.5 and 6.6 shall apply, with all necessary changes, to the Tax Computations in respect of the accounting period in which Completion occurs as if the reference to the Buyer were to the Warrantors and vice versa and the rights of the Warrantors to comment shall be restricted to the period prior to Completion.

Tax affairs. 6.1 The Warrantors (or their duly authorised agents or advisers advisers) shall, at the reasonable expense of the Company prepareHoldings, prepare and submit and agree the corporation tax computations and returns of the Company Holdings (“Tax Computations”) for its accounting period(s) (within the meaning of section 12 of the Taxes Act) ended on or before the Accounts Date (“Relevant Accounting Period(s)”). 6.2 The Warrantors shall deliver to the Buyer Purchaser for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”) which it intends to submit to the Tax Authority HM Revenue and Customs before submission to the Tax Authority HM Revenue and subject to paragraph 6.3 Customs and shall take account of the reasonable comments of the Buyer Purchaser and make such amendments to the Relevant Information as the Buyer Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Tax AuthorityHM Revenue and Customs. 6.3 The Warrantors shall not and shall procure that no other person shall submit to the relevant Tax Authority any Relevant Information or agree any matter with that Tax Authority where the Buyer has notified the Warrantors in writing that it reasonably considers that such Relevant Information or matter is not true, accurate and lawful in all respects 6.4 The Warrantors shall deliver to the Buyer Purchaser copies of any material correspondence sent to, or received from, the Tax Authority HM Revenue and Customs relating to the Tax Computations and returns and shall keep the Buyer Purchaser informed of its actions under this paragraph. 6.5 6.4 Subject to paragraphs 6.2 and 6.46.3, the Buyer Purchaser shall or shall procure that: 6.5.1 the Company 6.4.1 Holdings properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors shall reasonably require in relation to the Relevant Accounting Period(s) provided that the Buyer shall not be obliged to procure that the Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts for the period to which such action relates); 6.5.2 the Company 6.4.2 Holdings provides to the Warrantors such information and assistance, including without limitation such access to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and; 6.5.3 6.4.3 any correspondence which relates to the Tax Computations shall, if received by the Buyer Purchaser or any Company Holdings (or its agents or advisers), be copied to the Warrantors. 6.6 6.5 In respect of any matter which gives or may give the Buyer Purchaser a right to make a Holdings Tax Claim, the provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this paragraph 6. 6.6 The Warrantors shall use all reasonable endeavours to submit the Tax Computations as soon as reasonably practicable and within applicable time limits. 6.7 Clauses 6.1 to 6.3, 6.5 and 6.6 shall apply, with all necessary changesmutatis mutandis, to the Tax Computations in respect of the accounting period in which Completion occurs as if (i) the reference to the Buyer Purchaser were to the Warrantors (and vice versa versa) and (ii) the Warrantors’ rights of the Warrantors to comment under clause 6.2 shall be restricted limited to the time period prior from the Accounts Date and up to and including Completion.

Tax affairs. 6.1 The Warrantors Seller or their its duly authorised agents or advisers shall, at the expense of the Company preparerelevant Group Company, submit and agree prepare or procure the preparation of the corporation or other corporate income tax computations and returns of all Group Companies for accounting periods ended on or before Completion which have not prior to the Company Completion Date been submitted (“Tax Computations”) for its accounting period(s) ended on or before and shall submit and agree such Tax Computations in accordance with the Accounts Date (“Relevant Accounting Period(s)”)provisions of this Paragraph 6 of this Schedule 8. 6.2 The Warrantors Seller’s Representative shall deliver to Buyer the Buyer for comments any all Tax Computation return document Computations, returns, documents or correspondence and full details of any information or proposal (“Relevant Information”) which it intends to submit to the any Tax Authority in sufficient time before submission to the Tax Authority and subject to paragraph 6.3 shall take account of the reasonable comments of the Buyer and make such amendments to the Relevant Information as the Buyer may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the any Tax Authority. 6.3 The Warrantors Seller’s Representative shall not and shall procure that no other person shall submit to the relevant any Tax Authority any Relevant Information or agree any matter with that any Tax Authority where the Buyer has notified the Warrantors in writing Seller’s Representative that it reasonably considers that that: (a) such Relevant Information or matter is not true, accurate and lawful in all respects; or (b) such Relevant Information or matter is reasonably likely to prejudice the amount of a future liability to Tax of a Group Company. 6.4 The Warrantors Seller’s Representative shall deliver to the Buyer copies of any material correspondence sent to, or received from, the any Tax Authority relating to the Tax Computations and returns and shall keep the Buyer fully informed of its actions under this paragraphParagraph 6 of this Schedule 8. 6.5 Subject to paragraphs Paragraphs 6.2 and 6.4to 6.4 of this Schedule 8, the Buyer shall or shall procure that: 6.5.1 the (a) a Group Company properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Warrantors shall require in relation Computations; (b) a Group Company provides to the Relevant Accounting Period(sSeller’s Representative such information and assistance, including without limitation such access to its books, and records which may reasonably be required to prepare, submit, negotiate and agree the Tax Computations; and (c) any correspondence which relates to the Tax Computations shall, if received by the Buyer or a Group Company or their agents or advisers as soon as reasonably practicable be copied to the Seller’s Representative, provided that, in respect of any matter which gives or may give the Buyer a right to make a Tax Schedule Claim, the provisions of Paragraph 5 of this Schedule 8 with respect to appeals and the conduct of disputes shall apply instead of the provisions of this Paragraph 6 of this Schedule 8 and, provided further, that the Buyer shall not be obliged to procure that the a Group Company makes any election, claim or surrender or provides any notice or withdraws or amends any election, claim, surrender or notice unless such making, provision, withdrawal or amendment was taken into account in the accounts Accounts for the period to which such action relates; 6.5.2 the Company provides relates and was expressly notified as such to the Warrantors such information and assistance, including without limitation such access Buyer. 6.6 The Seller’s Representative shall use all reasonable endeavours to its books, accounts and records which may reasonably be required to prepare, submit, negotiate and agree the Tax ComputationsComputations as quickly as reasonably practicable and shall deal with all such matters promptly and diligently and within applicable time limits. 6.7 The Buyer shall (at its cost) have the responsibility for, and the conduct of, preparing, submitting, negotiating and agreeing with the relevant Taxation Authority, all outstanding corporation and other corporate income tax computations and returns of any Group Company for the Straddle Period. 6.8 The Buyer shall deliver to the Seller’s Representative copies of all material correspondence sent to, or received from, any Tax Authority insofar as it relates to the corporation and other corporate income tax computations and returns of a Group Company for the Straddle Period, to the extent that such correspondence relates to a period or event falling on or before Completion, delivery to be effected as soon as reasonably practicable after despatch, or as the case may be, receipt. 6.9 In relation to the Straddle Period, the Buyer shall, to the extent that such matters or correspondence relate to a period or event falling on or before Completion: (a) keep the Seller’s Representative fully informed of all material matters relating thereto and deliver to the Seller’s Representative copies of all material correspondence with Taxation Authorities relating thereto; (b) use as its advisers a firm of internationally recognised accountants (or such other advisers as the Seller’s Representative may agree, such agreement not to be unreasonably withheld or delayed) and take such advice from such advisers as is appropriate; (c) submit to the Seller’s Representative for comment all material correspondence and documents which it intends to submit to a Taxation Authority; and 6.5.3 any (d) reflect all reasonable comments of the Seller concerning the corporation and other corporate income tax computations and returns, documents or correspondence which relates relating to the Tax Computations shallStraddle Period that are made in writing within twenty (20) days of the receipt of the corporation and other corporate income tax computations and returns, if received documents or correspondence by the Seller’s Representative. 6.10 The Buyer or its duly authorised agents shall have sole conduct of all corporation and other corporate income tax computations and returns and other Tax affairs of any Group Company or in respect of all other accounting periods and shall be entitled to deal with such in any way in which it, in its agents or advisersabsolute discretion, be copied to the Warrantorsconsiders fit. 6.6 In respect of any matter which gives or may give 6.11 Neither the Seller nor the Buyer a right shall be entitled to make a Tax Claim, the provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of take any action under the provisions of this paragraph 6. 6.7 Clauses 6.1 Paragraph 6 of this Schedule 8 to 6.3the extent that it would change the allocation of liability of each party, 6.5 and 6.6 shall apply, with all necessary changesor any Group Company, to Taxation or the Tax Computations entitlement of each party, or any Group Company, to or to use any relief from Taxation as set out in respect any Paragraph of the accounting period in which Completion occurs as if the reference to the Buyer were to the Warrantors and vice versa and the rights this Schedule 8, including Paragraph 1 of the Warrantors to comment shall be restricted to the period prior to Completionthis Schedule 8.