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) (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 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 Inland Revenue before submission to the Inland Revenue shall take account of the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland Revenue. 6.3 The Warrantors shall deliver to the Purchaser copies of any material correspondence sent to, or received from, the Inland Revenue relating to the Tax Computations and returns and shall keep the Purchaser informed of their actions under this paragraph. 6.4 Subject to paragraphs 6.2 and 6.3, the Purchaser shall or shall procure that: 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); 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; 6.4.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser or any Company or their agents or advisers, be promptly copied to the Warrantors. 6.5 The Purchaser or its duly authorised agents or advisers shall, at the expense of the Company prepare, submit and agree the 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 ("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 details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends to submit to the 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 and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its 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 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"“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 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 Inland HM Revenue and Customs before submission to the Inland HM Revenue and Customs and shall take account of the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland RevenueHM Revenue and Customs. 6.3 The Warrantors shall deliver to the Purchaser copies of any material correspondence sent to, or received from, the Inland HM Revenue and Customs relating to the Tax Computations and returns and shall keep the Purchaser informed of their its actions under this paragraph. 6.4 Subject to paragraphs 6.2 and 6.3, the Purchaser shall or shall procure that: 6.4.1 the Company 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); 6.4.2 the Company 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; 6.4.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser or any Company Holdings (or their its agents or advisers), be promptly copied to the Warrantors. 6.5 The In respect of any matter which gives or may give the Purchaser or its duly authorised agents or advisers shalla right to make a Holdings Tax Claim, at the expense provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the Company prepareprovisions 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, submit 6.5 and agree 6.6 shall apply, mutatis mutandis, to the corporation tax computation and return Tax Computations in respect of the Company for its accounting period (within the meaning of section 12 of the Taxes Act 1988) in which Completion occurs as if ("COMPLETION ACCOUNTING PERIOD"i) ("COMPLETION TAX COMPUTATION"). 6.6 The the reference to the Purchaser shall deliver were to the Warrantors for comments (and vice versa) and (ii) the Completion Tax Computation, return, document or correspondence and details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends Warrantors’ rights to submit comment under clause 6.2 shall be limited to the Inland Revenue before submission time period from the Accounts Date and up 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 and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its 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 respectsincluding Completion. 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 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"“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“Relevant Accounting Period(s)"”). 6.2 The Warrantors Vendor shall deliver to the Purchaser for comments any Tax Computation Computations return document or correspondence and details of any information or proposal ("RELEVANT INFORMATION"“Relevant Information”) which it intends to submit to the Inland Revenue before submission to the Inland Revenue and subject to paragraph 6.3 shall take account of the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland Revenue. 6.3 The Warrantors Vendor shall not, and shall procure that no other person shall, submit to the Inland Revenue any Relevant Information or agree any matter with the Inland Revenue where the Purchaser has notified the Vendor in writing 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 Vendor shall deliver to the Purchaser copies of any material correspondence sent to, or received from, the Inland Revenue relating to the Tax Computations and returns and shall keep the Purchaser informed of their its actions under this paragraph. 6.4 6.5 Subject to paragraphs 6.2 and 6.3to 6.4, the Purchaser shall or shall procure that: 6.4.1 the Company 6.5.1 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 Purchaser shall not be obliged to procure that 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. 6.4.2 the Company 6.5.2 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;. 6.4.3 6.5.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser or any Company Target Group member or their agents or advisers, be promptly properly copied to the Warrantors. 6.5 The Purchaser or its duly authorised agents or advisers shall, at the expense of the Company prepare, submit and agree the 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 ("COMPLETION ACCOUNTING PERIOD") ("COMPLETION TAX COMPUTATION")Vendor. 6.6 The Purchaser shall deliver to the Warrantors for comments the Completion Tax Computation, return, document or correspondence and details In respect of any information matter which gives or proposal ("COMPLETION RELEVANT INFORMATION") which it intends may give the Purchaser a right to submit make a Tax Claim, the provisions of paragraph 4 with respect to appeals and the Inland Revenue before submission to conduct of disputes shall apply instead of the Inland Revenue and, subject to paragraph 6.7 provisions of this schedule 4 part 4 shall take account of the reasonable comments of the Warrantors and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its 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 respectsparagraph 6. 6.7 Subject The Vendor shall use all reasonable endeavours to paragraphs 6.6 of this schedule 4 part 4, agree the Purchaser Tax Computations as soon as reasonably practicable and shall or shall procure that the Company provides to the Warrantors deal with all such information matters promptly and assistance, including without limitation such access to its books, accounts diligently and records (at the Warrantors' cost and expense) which may reasonably be required to consider the draft Completion Tax Computationswithin 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"“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 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 Inland HM Revenue and Customs before submission to the Inland HM Revenue and Customs and shall take account of the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland RevenueHM Revenue and Customs. 6.3 The Warrantors shall deliver to the Purchaser copies of any material correspondence sent to, or received from, the Inland HM Revenue and Customs relating to the Tax Computations and returns and shall keep the Purchaser informed of their its actions under this paragraph. 6.4 Subject to paragraphs 6.2 and 6.3, the Purchaser shall or shall procure that: 6.4.1 the Company 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); 6.4.2 the Company 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; 6.4.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser or any Company HHL (or their its agents or advisers), be promptly copied to the Warrantors. 6.5 The In respect of any matter which gives or may give the Purchaser or its duly authorised agents or advisers shalla right to make a HHL Tax Claim, at the expense provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the Company prepareprovisions 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, submit 6.5 and agree 6.6 shall apply, mutatis mutandis, to the corporation tax computation and return Tax Computations in respect of the Company for its accounting period (within the meaning of section 12 of the Taxes Act 1988) in which Completion occurs as if ("COMPLETION ACCOUNTING PERIOD"i) ("COMPLETION TAX COMPUTATION"). 6.6 The the reference to the Purchaser shall deliver were to the Warrantors for comments (and vice versa) and (ii) the Completion Tax Computation, return, document or correspondence and details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends Warrantors’ rights to submit comment under clause 6.2 shall be limited to the Inland Revenue before submission time period from the Accounts Date and up 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 and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its 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 respectsincluding Completion. 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 COMPUTATIONSTax Computations") for its accounting period(s) (within the meaning of section 12 of ICTA) commencing during the Taxes Act) ended on or before period from the Accounts Date to Completion ("RELEVANT ACCOUNTING PERIOD(SRelevant Accounting Period(s)"). 6.2 9.2 The Warrantors Buyer shall deliver to the Purchaser Warrantors for comments any Tax Computation return document or correspondence and details of any information or proposal ("RELEVANT INFORMATIONRelevant Information") which it intends to submit to the Inland HM Revenue & Customs before submission to the Inland HM Revenue & Customs and shall take account of the reasonable comments of the Purchaser Warrantors and make such amendments to the Relevant Information as the Purchaser Warrantors may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland RevenueHM Revenue & Customs. 6.3 9.3 The Warrantors Buyer shall deliver to the Purchaser Warrantors copies of any material correspondence sent to, or received from, the Inland HM Revenue & Customs relating to the Tax Computations and returns and shall keep the Purchaser Warrantors fully informed of their its actions under this paragraph. 6.4 9.4 Subject to paragraphs 6.2 and 6.39.2 to 9.3, the Purchaser Buyer shall or shall procure that: 6.4.1 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); 6.4.2 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; 6.4.3 9.4.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser Buyer or any Company or their its agents or advisers, be promptly properly and within a reasonable period of time copied to the Warrantors. 6.5 The Purchaser 9.5 In respect of any matter which gives or its duly authorised agents or advisers shallmay give the Buyer a right to make a Tax Claim, at the expense provisions of paragraph 8 with respect to appeals and the conduct of disputes shall apply instead of the Company prepare, submit and agree the 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 ("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 details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends to submit to the Inland Revenue before submission to the Inland Revenue and, subject to paragraph 6.7 provisions of this schedule 4 part 4 shall take account of the reasonable comments of the Warrantors and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its 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 respectsparagraph 9. 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 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 Purchaser Buyer 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 Inland Revenue Tax Authority before submission to the Inland Revenue Tax Authority and subject to paragraph 6.3 shall take account of the reasonable comments of the Purchaser Buyer and make such amendments to the Relevant Information as the Purchaser Buyer may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland RevenueTax 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 Purchaser Buyer copies of any material correspondence sent to, or received from, the Inland Revenue Tax Authority relating to the Tax Computations and returns and shall keep the Purchaser Buyer informed of their its actions under this paragraph. 6.4 6.5 Subject to paragraphs 6.2 and 6.36.4, the Purchaser Buyer shall or shall procure that: 6.4.1 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; 6.4.2 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 6.4.3 6.5.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser Buyer or any Company or their its agents or advisers, be promptly copied to the Warrantors. 6.5 The Purchaser 6.6 In respect of any matter which gives or its duly authorised agents or advisers shallmay give the Buyer a right to make a Tax Claim, at the expense provisions of paragraph 4 with respect to appeals and the conduct of disputes shall apply instead of the Company prepareprovisions of this paragraph 6. 6.7 Clauses 6.1 to 6.3, submit 6.5 and agree 6.6 shall apply, with all necessary changes, to the corporation tax computation and return Tax Computations in respect of the Company for its accounting period (within the meaning of section 12 of the Taxes Act 1988) in which Completion occurs ("COMPLETION ACCOUNTING PERIOD") ("COMPLETION TAX COMPUTATION"). 6.6 The Purchaser shall deliver as if the reference to the Buyer were to the Warrantors for comments and vice versa and the Completion Tax Computation, return, document or correspondence and details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends to submit to the 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 rights of the Warrantors and make such reasonable amendments to comment shall be restricted to the Relevant Information as the Warrantors may require period prior to its 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 respectsCompletion. 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 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(s) periods (within the meaning of section 12 of the Taxes Actrelevant 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 Purchaser for comments any Tax Computation return Computation, return, document or correspondence and details of any information or proposal ("RELEVANT INFORMATION"“Relevant Information”) which it intends to submit to the Inland Revenue any Tax Authority before submission and, subject to the Inland Revenue paragraph 6.4 of this Schedule shall take account of the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland Revenueany Tax Authority. 6.3 6.4 The Warrantors Sellers shall not and shall procure that no other person shall submit to any Tax Authority any Relevant Information or agree any matter with any Tax Authority where the Purchaser has notified the Sellers that it reasonably considers that: 6.4.1 such Relevant Information or matter is not true, accurate and lawful in all respects; or 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 Sellers shall deliver to the Purchaser copies of any material correspondence sent to, or received from, the Inland Revenue any Tax Authority relating to the Tax Computations and returns and shall keep the Purchaser fully informed of their its actions under this paragraphClause 6. 6.4 6.6 Subject to paragraphs 6.2 and 6.3Clauses 6.3 to 6.5, the Purchaser shall or shall procure that: 6.4.1 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 the Warrantors shall require in relation to the Relevant Accounting Period(s)Computations; 6.4.2 6.6.2 the relevant Group Company provides to the Warrantors Sellers such information and assistance, including without limitation such access to its books, accounts books and records which may reasonably be required to prepare, submit, submit negotiate and agree the Tax Computations; 6.4.3 6.6.3 any correspondence which relates to the Tax Computations shall, if received by the Purchaser or any the relevant Group Company or their agents or advisers, advisers be promptly copied to the Warrantors. 6.5 The Sellers, provided that in respect of any matter which gives or may give the Purchaser or its duly authorised agents or advisers shalla right to make a Tax Claim, at the expense provisions of Clause 5 with respect to appeals and the conduct of disputes shall apply instead of the Company prepare, submit and agree the 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 ("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 details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends to submit to the Inland Revenue before submission to the Inland Revenue and, subject to paragraph 6.7 provisions of this schedule 4 part 4 shall take account of the reasonable comments of the Warrantors Clause 6 and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its submission to the Inland Revenue, provided further that the Purchaser shall not have be obliged to take procure that 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 of any comments or make any amendments in the Closing Statement for the period to which the Purchaser reasonably considers will result in any Completion Tax Computation not being true, accurate and lawful in all respectssuch action relates. 6.7 Subject The Sellers shall use all reasonable endeavours to paragraphs 6.6 of this schedule 4 part 4agree the Tax 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 have not been submitted and agreed by the date which is twelve months following the Completion Date, the Purchaser Sellers shall or shall procure that the Company provides to the Warrantors lose 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 Computationstheir rights under this paragraph 6.

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 the Company ("TAX COMPUTATIONS") all Group Companies for its accounting period(s) (within the meaning of section 12 of the Taxes Act) periods ended on or before Completion which have not prior to the Accounts Completion Date been submitted ("RELEVANT ACCOUNTING PERIOD(S)")“Tax Computations”) and shall submit and agree such Tax Computations in accordance with the provisions of this Paragraph 6 of this Schedule 8. 6.2 The Warrantors Seller’s Representative shall deliver to Buyer the Purchaser for comments any all Tax Computation return document Computations, returns, documents or correspondence and full details of any information or proposal ("RELEVANT INFORMATION"“Relevant Information”) which it intends to submit to the Inland Revenue any Tax Authority in sufficient time before submission to the Inland Revenue and shall take account of the reasonable comments of the Purchaser Buyer and make such amendments to the Relevant Information as the Purchaser Buyer may reasonably require in writing within 30 days of the date of delivery of the Relevant Information prior to its submission to the Inland Revenueany Tax Authority. 6.3 The Warrantors Seller’s Representative shall not and shall procure that no other person shall submit to any Tax Authority any Relevant Information or agree any matter with any Tax Authority where the Buyer has notified the Seller’s Representative that it reasonably considers 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 Seller’s Representative shall deliver to the Purchaser Buyer copies of any material correspondence sent to, or received from, the Inland Revenue any Tax Authority relating to the Tax Computations and returns and shall keep the Purchaser Buyer fully informed of their its actions under this paragraphParagraph 6 of this Schedule 8. 6.4 6.5 Subject to paragraphs Paragraphs 6.2 and 6.3to 6.4 of this Schedule 8, the Purchaser Buyer shall or shall procure that: 6.4.1 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 to the Relevant Accounting Period(s)Computations; 6.4.2 the (b) a Group Company provides to the Warrantors Seller’s Representative 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 6.4.3 (c) any correspondence which relates to the Tax Computations shall, if received by the Purchaser Buyer or any a Group Company or their agents or advisers, advisers as soon as reasonably practicable be promptly copied to the Warrantors. 6.5 The Purchaser Seller’s Representative, provided that, in respect of any matter which gives or its duly authorised agents or advisers shallmay give the Buyer a right to make a Tax Schedule Claim, at the expense 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 a Group Company preparemakes any election, submit 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 and agree was expressly notified as such to the 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 ("COMPLETION ACCOUNTING PERIOD") ("COMPLETION TAX COMPUTATION")Buyer. 6.6 The Purchaser Seller’s Representative shall use all reasonable endeavours to agree the Tax Computations 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 Warrantors 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 comments the Completion Tax ComputationStraddle Period, returnto the extent that such correspondence relates to a period or event falling on or before Completion, document 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 details deliver to the Seller’s Representative copies of any information all material correspondence with Taxation Authorities relating thereto; (b) use as its advisers a firm of internationally recognised accountants (or proposal 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; ("COMPLETION RELEVANT INFORMATION"c) submit to the Seller’s Representative for comment all material correspondence and documents which it intends to submit to the Inland Revenue before submission to the Inland Revenue a Taxation Authority; and, subject to paragraph 6.7 of this schedule 4 part 4 shall take account of the (d) reflect all reasonable comments of the Warrantors Seller concerning the corporation and make such reasonable amendments other corporate income tax computations and returns, documents or correspondence relating to the Relevant Information as Straddle Period that are made in writing within twenty (20) days of the Warrantors may require prior receipt of the corporation and other corporate income tax computations and returns, 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 in respect of all other accounting periods and shall be entitled to deal with such in any way in which it, in its submission absolute discretion, considers fit. 6.11 Neither the Seller nor the Buyer shall be entitled to take any action under the provisions of this Paragraph 6 of this Schedule 8 to the Inland Revenueextent that it would change the allocation of liability of each party, provided that or any Group Company, to Taxation or the Purchaser shall not have entitlement of each party, or any Group Company, to take account of or to use any comments or make any amendments which the Purchaser reasonably considers will result relief from Taxation as set out in any Completion Tax Computation not being true, accurate and lawful in all respects. 6.7 Subject to paragraphs 6.6 Paragraph of this schedule 4 part 4, the Purchaser shall or shall procure that the Company provides to the Warrantors all such information and assistanceSchedule 8, 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 ComputationsParagraph 1 of this Schedule 8.

Tax affairs. 6.1 The Warrantors or their duly authorised agents or advisers shall12.1 If so requested by the Purchaser, the Vendors shall at the expense of the Company prepareCompany, submit in consultation with the Purchaser's accountants (whose costs shall be borne by the Purchaser) and agree otherwise in accordance with this Clause, prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax computations returns and returns affairs of the Company for all accounting and fiscal periods ending on or prior to Completion ("TAX COMPUTATIONSRelevant Accounting Periods") 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 Purchaser for comments any Tax Computation return document or correspondence extent that the same have not been prepared and details of any information or proposal ("RELEVANT INFORMATION") which it intends to submit to agreed with the Inland Revenue before submission to the Inland Revenue shall take account of the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser may reasonably require in writing within 30 days of the date of delivery of the Relevant Information or other appropriate fiscal authority prior to its submission to the Inland RevenueCompletion. 6.3 The Warrantors shall deliver to the Purchaser copies of any material correspondence sent to, or received from, the Inland Revenue relating to the Tax Computations and returns and shall keep the Purchaser informed of their actions under this paragraph. 6.4 Subject to paragraphs 6.2 and 6.312.2 Insofar as within its power, the Purchaser shall or procure that the Company shall procure thatfollowing Completion: 6.4.1 12.2.1 afford the Company properly authorises Vendors 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); 6.4.2 the Company provides to the Warrantors such information and assistance, including without limitation such their duly authorised agents access to its books, accounts and records which and personnel and such other assistance as may from time to time be reasonably be required to prepare, submit, negotiate prepare and agree submit the Tax Computations;said returns and/or in connection with their dealings in relation thereto contemplated by this Clause; and 6.4.3 any correspondence which relates 12.2.2 complete and execute such documentation and render such assistance to the Tax Computations shall, if received Vendors and their duly authorised agents as may from time to time be reasonably required in connection with or for the purposes of the foregoing. 12.3 For the purposes of and in connection with the foregoing: 12.3.1 the Vendors and their agents shall keep the Purchaser fully and promptly informed of all matters arising of their dealings with the tax returns and affairs of the Company under this Clause and in any event they shall provide for approval by the Purchaser or any Company or their agents or advisers, be promptly copied to the Warrantors. 6.5 The Purchaser (or its duly authorised agents or advisers shall, at the expense of the Company prepare, submit and agree the corporation tax computation and return of the Company for its accounting period (within the meaning of section 12 of the Taxes Act 1988agents) in which Completion occurs ("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 details of any information or proposal ("COMPLETION RELEVANT INFORMATION") which it intends to submit to the 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 and make such reasonable amendments to the Relevant Information as the Warrantors may require prior to its submission to the Inland Revenue, provided that drafts of correspondence with the inland Revenue (including tax computations) in relation to the Company for all of the Relevant Accounting Period, and shall promptly provide the Purchaser with any correspondence received from the Inland Revenue and any other written information relevant to the tax affairs of the Company for the periods in question, including advice from professional advisers, and notes of meetings or discussions with the authorities in question; 12.3.2 the Vendors shall procure that no agreement, settlement or compromise of any tax or returns or affairs of the Group in respect of any Relevant Accounting Periods or otherwise is agreed with the relevant taxation authorities without the prior written consent of the Purchaser, which shall not have be unreasonably withheld or delayed except that it shall be regarded as reasonable for the Purchaser to take account withold its consent to an agreement settlement or compromise which in its reasonable opinion could be adverse or prejudicial to the taxation liabilities or treatment of any comments the Group or make any amendments in respect of a tax liability of the Group for which the Purchaser reasonably considers will result has no effective indemnity under this indemnity. PROVIDED ALWAYS THAT nothing done or permitted by the Company or the Purchaser pursuant to this Clause shall in any Completion way restrict or reduce any rights any of them may have under the Warranties and/or Tax Computation not being true, accurate and lawful in all respectsDeed. 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.