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 Tax Returns (“Tax Computations”) due on or before the Accounts Date (“Relevant Accounting Period(s)”). 6.2 The Warrantors shall deliver to the Purchaser within 45 days prior to the due date for such Tax Return (including any extension thereof) for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”) which they intend to submit to a Tax Authority before submission to the Tax Authority 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 15 days of the date of delivery of the Relevant Information prior to its submission to the relevant 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 a Tax Authority where the Purchaser has notified the Warrantors 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 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 fully informed of its actions under this paragraph. 6.5 The Purchaser will cause to be prepared each Tax Return (other than any Tax Return described in and covered by paragraph 6.1) covering any Tax period ending on or before or after the Completion Date (including, without limitation, any Tax Return required or permitted to be filed for a short Tax period ending on the Completion Date) which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date and, if such Tax Return could give rise to a Tax Claim, the Purchaser shall deliver a copy of such Tax Return to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonable require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.6 With respect to each Tax Return covering a period that begins on or before the Completion Date and ends after the Completion Date (a “Straddle Period”), which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date, the Purchaser (i) shall cause to be prepared each such Tax Return, and (ii) shall determine the portion of the Tax due and shown on such Tax Return that is allocable to the period ending on or before the Completion Date, which determination shall be set forth in a statement (the “Tax Statement”) prepared by the Purchaser. The Purchaser shall deliver a copy of such Tax Return and the Tax Statement related thereto to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonably require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.7 The Warrantors and the Purchaser will, to the extent permitted by applicable law, elect with the appropriate Tax Authority to close the Tax periods of the Company as of and including the Completion Date. In any case where applicable law does not require or permit a Tax period of the Company to be closed as of and including the Completion Date, any Tax pertaining to a Straddle Period shall be determined in accordance with paragraph 6.8 hereof. 6.8 In the case of any Tax pertaining to a Straddle Period which is based on income, sales, revenue, production or similar items or other Taxes, the portion of the Tax pertaining or attributable to the Company for the period ending on the Completion Date shall be determined on the basis of an interim closing of the books as of and including the Completion Date. 6.9 In respect of any matter which gives or may give the 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. 6.10 The Warrantors shall use all reasonable endeavours to agree the Tax Computations as soon as reasonably practicable and shall deal with all such matters promptly and diligently and within applicable time limits.

Tax affairs. 6.1 8.1 The Warrantors Buyer (or their duly authorised agents) shall be responsible for preparing, submitting to, and agreeing with the relevant Tax Authority all Tax Returns and computations of each Company and shall prepare all documentation and deal with all matters (including correspondence) relating to those Tax Returns (the “Relevant Returns”), for all accounting, tax and fiscal periods ending (i) on or prior to Completion (“Relevant Accounting Periods”), and (ii) in which Completion falls (the “Straddle Period”) to the extent that the same have not been prepared and agreed with the relevant Tax Authority prior to Completion. 8.2 The Buyer shall submit the Relevant Returns in draft form to the Sellers and their duly authorised agents for comment in a timely fashion in advance of transmission to the relevant Tax Authority. The Sellers or their duly authorised agents shall comment within 15 Business Days of such submission (or advisers shall, at if a shorter time limit applies in relation to the expense submission of the Companyrelevant Tax Returns, preparewithin such time as will reasonably enable the Buyer or its duly authorised agents to consider such comments, submit make any amendments that may be required in respect of the same and agree the corporation tax computations and file such Tax Returns within the applicable time period) and the Buyer shall accept and incorporate all such comments which are reasonable and which relate to a matter for which the Sellers may be liable under this Schedule 6 (“Tax Computations”) due on or before to the Accounts Date (“Relevant Accounting Period(s)”extent it has sufficient control to do so). 6.2 8.3 The Warrantors Sellers and the Buyer shall deliver each respectively afford (or shall procure the affordance of) to the Purchaser within 45 days prior to the due date for such Tax Return other or their duly authorised agents (including any extension thereofon reasonable notice and during normal business hours) for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”) which they intend to submit to a Tax Authority before submission to the Tax Authority 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 15 days of the date of delivery of the Relevant Information prior to its submission access to the relevant books, accounts and records and personnel and give such other assistance as may from time to time be reasonably required to deal with the matters mentioned in paragraph 8. 8.4 The Buyer shall procure that their agents shall keep the Sellers fully and promptly informed of all material matters arising out of their dealings with the Relevant Returns and related documents and matters under this paragraph 8 (in so far as, in the case of the Straddle Period, they relate to a matter for which the Sellers may be liable under this Schedule 6) and in any event they shall provide for comment by the Seller (or their duly authorised agents) prior to submission to any Tax Authority. 6.3 The Warrantors , drafts of material correspondence with any Tax Authority (including tax computations) in relation to each Company in respect of all Relevant Returns (in so far as, in the case of the Straddle Period, they relate to a matter for which the Sellers may be liable under this Schedule 6) (accepting and incorporating (to the extent it has sufficient control to do so) such reasonable comments as the Seller (or their duly authorised agents) shall notprovide, within a reasonable time in advance of their submission, thereon (in so far as, in the case of the Straddle Period, they relate to a matter for which the Sellers may be liable under this Schedule 6), and shall procure that no other person shall, submit to promptly notify the relevant Tax Authority Sellers in advance of any Relevant Information or agree any matter meetings organised with a Tax Authority where and provide the Purchaser has notified the Warrantors 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 Warrantors shall deliver to the Purchaser Sellers with copies of any relevant material correspondence sent to, or received from, the Inland Revenue relating from any Tax Authority and any other material written information relevant to the Tax Computations and returns and shall keep the Purchaser fully informed affairs of its actions under this paragraph. 6.5 The Purchaser will cause to be prepared each Tax Return (other than any Tax Return described in and covered by paragraph 6.1) covering any Tax period ending on or before or after the Completion Date (including, without limitation, any Tax Return required or permitted to be filed for a short Tax period ending on the Completion Date) which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date and, if such Tax Return could give rise to a Tax Claim, the Purchaser shall deliver a copy of such Tax Return to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonable require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.6 With respect to each Tax Return covering a period that begins on or before the Completion Date and ends after the Completion Date (a “Straddle Period”), which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date, the Purchaser (i) shall cause to be prepared each such Tax Return, and (ii) shall determine the portion of the Tax due and shown on such Tax Return that is allocable to the period ending on or before the Completion Date, which determination shall be set forth in a statement (the “Tax Statement”) prepared by the Purchaser. The Purchaser shall deliver a copy of such Tax Return and the Tax Statement related thereto to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonably require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.7 The Warrantors and the Purchaser will, to the extent permitted by applicable law, elect with the appropriate Tax Authority to close the Tax periods of the Company as of and including the Completion Date. In any case where applicable law does not require or permit a Tax period of the Company to be closed as of and including the Completion Date, any Tax pertaining to a Straddle Period shall be determined in accordance with paragraph 6.8 hereof. 6.8 In the case of any Tax pertaining to a Straddle Period which is based on income, sales, revenue, production or similar items or other Taxes, the portion of the Tax pertaining or attributable to the Company for the period ending on Relevant Accounting Periods in question (and for the Completion Date Straddle Period, in so far as such correspondence or other written information relates to a matter for which the Sellers may be liable under this Schedule 6) including advice from professional advisers, and notes of meetings or discussions with the Tax Authority in question. The Buyer shall not be determined on obliged to take, or to procure that a Company takes, any such action as is mentioned in this paragraph 8 in relation to any Tax Return, correspondence or meeting that is not to the basis of an interim closing best of the books as of Buyer’s knowledge correct and including the Completion Datecomplete or is misleading in any respect. 6.9 In respect 8.5 Paragraph 5 of this Part 2 of this Schedule 6 shall take precedence over this paragraph 8, in case of any matter which gives or may give the 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 6conflict. 6.10 The Warrantors shall use all reasonable endeavours to agree the Tax Computations as soon as reasonably practicable and shall deal with all such matters promptly and diligently and within applicable time limits.

Tax affairs. 6.1 7.1 The Warrantors Seller or their its duly authorised agents or advisers shall, agent shall (at the sole cost and expense of the Company, Seller) be entitled to prepare, submit to and negotiate and agree with the corporation tax computations and relevant Tax Authority all Tax Returns for each Pre-Completion Tax Period. For this purpose, the Purchaser shall, or shall procure that the Group Companies shall: 7.1.1 timely make such claims, surrenders, disclaimers and elections and give such notice or consent and do such other things as were expressly taken into account in computing a provision for Tax in the Completion Accounts and may reasonably be directed in writing by the Seller, provided that any such claim, surrender, disclaimer, election, notice, consent or other thing does not subject the Purchaser or the relevant Group Company to any material cost or expense (“unless reimbursed by Seller); and 7.1.2 take such reasonable action (including signing, authorising and submitting Tax Computations”Returns) due on as is necessary or before the Accounts Date desirable to give effect to this paragraph 7 (“Relevant Accounting Period(s)”Tax Affairs). 6.2 The Warrantors 7.2 With respect to Tax Returns prepared by the Seller in accordance with paragraph 7.1, the Seller shall, and shall procure that its duly authorized agent shall: 7.2.1 deliver to the Purchaser within 45 days prior to the due date for comments each such Tax Return at least 20 (including twenty) Business Days before the intended submission to the relevant Tax Authority and incorporate all the Purchaser's reasonable comments concerning the Tax Returns made within 15 (fifteen) Business Days after the date of receipt of the draft Tax Return; 7.2.2 keep the Purchaser informed of any extension thereof) for comments any Tax Computation return document or correspondence and negotiations regarding the Tax Returns that would reasonably affect the Purchaser, any member of the Purchaser's Group, or any Group Company's liability under this Agreement or the Tax position of the Purchaser, any member of the Purchaser's Group or a Group Company; 7.2.3 provide details of any information proposed agreement with a Tax Authority in respect of a Tax Return to the Purchaser at least 20 (twenty) Business Days before the proposed conclusion of the agreement and incorporate all the Purchaser's reasonable comments concerning such proposed agreement made within 15 (fifteen) Business Days after the date of receipt of the proposed agreement; and 7.2.4 not agree, settle or proposal compromise the Tax Return with any Tax Authority or other person in a manner that could reasonably be expected to affect the Purchaser's, any member of the Purchaser's Group, any Group Company's Liability under this Agreement or the Tax position of the Purchaser, any member of the Purchaser's Group or a Group Company without the prior written consent of the Purchaser (“Relevant Information”not to be unreasonably withheld or delayed). 7.3 The Purchaser shall, or shall procure that each Group Company shall, prepare all other Tax Returns that such Group Company is required to file with respect to any Pre-Completion Tax Period in a manner which is consistent with past practice or this Agreement, which includes a timely filing in accordance with the relevant Tax rules and regulations. If such a Tax Return relates to (i) a Straddle Period or (ii) a Tax Return for which the Seller does not elect to exercise their rights in paragraph 7.1 above the Purchaser shall, and shall procure that each Group Company shall: 7.3.1 deliver to the Seller for comments each such Tax Return which they intend or a Group Company intends to submit to a Tax Authority at least 20 (twenty) Business Days before submission to the Tax Authority 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 15 days of the date of delivery of the Relevant Information prior to its intended submission to the relevant Tax Authority.Authority and consider in good faith all the Seller's reasonable comments concerning the Tax Returns made within 15 (fifteen) Business Days after the date of receipt of the draft Tax Return; 6.3 The Warrantors shall not, 7.3.2 keep the Seller informed of any correspondence and shall procure negotiations regarding the Tax Returns that no other person shall, submit to would reasonably affect the relevant Seller's liability under this Agreement or the Tax Authority position of the Seller's Group; 7.3.3 provide details of any Relevant Information or agree any matter proposed agreement with a Tax Authority where in respect of a Tax Return to the Purchaser has notified Seller at least 20 (twenty) Business Days before the Warrantors in writing within 30 days proposed conclusion of the agreement and incorporate all the Seller's reasonable comments concerning such proposed agreement made within 15 (fifteen) Business Days after the date of receipt of the Relevant Information proposed agreement; and 7.3.4 not agree, settle or proposal for agreement compromise the Tax Return with any Tax Authority or other person in a manner that such Relevant Information would reasonably affect the Seller's liability under this Agreement or matter is the Tax position of the Seller's Group without the prior written consent of the Seller (not true, accurate and lawful in all respectsto be unreasonably withheld or delayed). 6.4 7.4 Paragraph 7.3 shall mutatis mutandis apply to the preparation, finalisation or implementation of any transfer pricing report that relates, in whole or in part, to any taxable period that would (partly) fall within the period up to and including December 31, 2016, irrespective whether or not the Purchaser or a Group Company intends to submit such report to any Tax Authority. 7.5 Neither the Purchaser nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return, Tax election, accounting period or accounting method of each Group Company with respect to a Pre-Completion Tax Period to the extent such action would reasonably affect the Seller's liability under this Agreement or the Tax position of the Seller's Group without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed. 7.6 The Warrantors Seller and the Purchaser shall keep each other informed of all matters relating to the Tax Returns that relate to any period in which Seller is a shareholder of the Target and deliver to the Purchaser each other copies of any material all correspondence sent to, or received from, the Inland Revenue relevant Tax Authority relating to such Tax Returns, delivery to be effected promptly on despatch or, as the Tax Computations and returns and shall keep the Purchaser fully informed of its actions under this paragraphcase may be, receipt. 6.5 The Purchaser will cause to be prepared each Tax Return (other than 7.7 Unless otherwise provided in this Agreement, in respect of any Tax Return described in and covered by paragraph 6.1) covering any Tax period ending on or before or after the Completion Date (including, without limitation, any Tax Return required or permitted to be filed for a short Tax period ending on the Completion Date) which is required to be filed for, by, on behalf action of or with respect to the Company after the Completion Date and, if such Tax Return could give rise to a Tax Claim, the Purchaser shall deliver a copy of such Tax Return to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonable require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.6 With respect to each Tax Return covering a period that begins on or before the Completion Date and ends after the Completion Date (a “Straddle Period”), which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date, the Purchaser (i) shall cause to be prepared each such Tax Return, and (ii) shall determine the portion of the Tax due and shown on such Tax Return that is allocable to the period ending on or before the Completion Date, which determination shall be set forth in a statement (the “Tax Statement”) prepared by the Purchaser. The Purchaser shall deliver a copy of such Tax Return and the Tax Statement related thereto to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonably require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.7 The Warrantors and the Purchaser will, to the extent permitted by applicable law, elect with the appropriate Tax Authority to close the Tax periods of the Company as of and including the Completion Date. In any case where applicable law does not require or permit a Tax period of the Company to be closed as of and including the Completion Date, any Tax pertaining to a Straddle Period shall be determined assistance undertaken in accordance with paragraph 6.8 hereof. 6.8 In the case of any Tax pertaining to a Straddle Period which is based on income, sales, revenue, production or similar items or other Taxes, the portion of the Tax pertaining or attributable to the Company for the period ending on the Completion Date shall be determined on the basis of an interim closing of the books as of and including the Completion Date. 6.9 In respect of any matter which gives or may give the 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 67 the Parties agree that each Party shall bear its own costs and expenses, and Parties shall not be entitled to any reimbursement thereon. 6.10 The Warrantors shall use all reasonable endeavours to agree the Tax Computations as soon as reasonably practicable and shall deal with all such matters promptly and diligently and within applicable time limits.

Tax affairs. 6.1 (a) The Warrantors Borrower must: (i) promptly and timely file all Tax and social security reports and returns required to be filed by it in any jurisdiction; (ii) promptly and timely pay all Taxes and social security contributions or, if any Taxes or their duly authorised agents social security contributions are being contested in good faith and by appropriate means, ensure an adequate reserve is set aside for payment of those Taxes or advisers shallsocial security contributions (including, at but not limited to, reserves for contested payments and suspended payments as a consequence of, inter alia, fermo amministrativo or injunctions of tax penalties notified by the expense of Tax Authority to the Company, prepare, submit and agree the corporation tax computations and Tax Returns Borrower) (“Tax Computations”) due on or before the Accounts Date (“Relevant Accounting Period(s)”all such amounts being referred to as Contested Taxes). 6.2 The Warrantors shall deliver (b) Prior to the Purchaser within 45 days prior notification of the Assignment of VAT Receivables in respect of Eligible VAT Payments financed by Facility B2 and subject to the due date for such Tax Return (including any extension thereof) for comments any Tax Computation return document or correspondence and details provisions of any information Assignment of VAT Receivables, the Borrower shall not request the refund of recoverable VAT by way of reimbursement which is not annual or proposal by way of set-off, unless: (“Relevant Information”i) which they intend such VAT cannot qualify as an Eligible VAT Payment; or (ii) an Assignment of VAT Receivables has been granted in respect of all Eligible VAT Payments financed by Facility B1 and Facility B2. (c) When all the conditions imposed by law are met, the Borrower, without prejudice to submit the possibility to a Tax Authority before submission obtain the refund of the recoverable VAT by way of quarterly reimbursement or by way of set-off (in each case subject to paragraph (b) above), shall request, as soon as possible and no later than (i) 28 February in each year or (ii) 28 (twenty-eight) days from the date of approval of the VR model (or the otherwise applicable form) by the Direction of the "Agenzia delle Entrate" if such approval takes place after the first day of February of the relevant year, the refund of the relevant VAT pursuant to Article 30 and 38-bis of Presidential Decree n. 633 of 26 October 1972. (d) No later than 10 Business Days after submitting the duly completed refund request to the Tax Authority authority, the Borrower hereby undertakes to enter into an Assignment of VAT Receivables with the Finance Parties, pursuant to Article 1260 and subject following the Italian Civil Code in respect of each VAT Receivable which the Borrower is entitled to paragraph 6.3 shall receive. (e) The Borrower must promptly execute and deliver all documents and take account of all actions which the reasonable comments of the Purchaser and make such amendments to the Relevant Information as the Purchaser Finance Parties may reasonably require request which are necessary and appropriate in writing within 15 days order to: (i) perfect any assignment of VAT Receivables (including, but not limited to, the date of execution and delivery of the Relevant Information prior to its submission any notification of such deed of assignment to the relevant Tax Authorityauthority pursuant to Article 1264 of the Italian civil code); or (ii) enable the Finance Parties to exercise the rights and the remedies to which they are entitled pursuant to Finance Documents. 6.3 (f) The Warrantors shall notBorrower must refund each Finance Party any reimbursement of all or any part of a VAT Refund made by it in the event the Tax authorities (Agenzia delle Entrate) request, in accordance with Article 38-bis of Presidential Decree n. 633 of 26 October 1972 or/and any other applicable provisions, such Finance Party to reimburse all or any part of a VAT Refund. (g) To the extent that following utilisation of any Facility B1 Loan or Facility B2 Loan it is subsequently determined, and shall procure the Borrower is aware, that no other person shallany VAT Payment to which that Facility B1 Loan or Facility B2 Loan related will not be eligible for the annual VAT refund pursuant to Article 30 and 38-bis of Presidential Decree n. 633 of 26 October 1972 (the Ineligible VAT), submit the Borrower covenants to promptly notify the Senior Agent of the same, specifying the amount of such Facility B1 Loan or Facility B2 Loan that is ineligible for the annual VAT refund (the Ineligible VAT Loan). The Borrower covenants to transfer (subject to the relevant Tax Authority order of priority of payments with the Proceeds Account set out in Clause 3.2 of the Project Account Agreement) an amount equal to the Ineligible VAT Loan from the Proceeds Account to the VAT Account within four Business Days of becoming aware of such Ineligible VAT. (h) To the extent that following utilisation of any Relevant Information Facility B1 Loan or agree any matter with Facility B2 Loan a Tax Authority where Collection Agent Certificate evidences Unpaid Taxes not evidenced in any previous Tax Collection Agent Certificates, the Purchaser has notified Borrower covenants to transfer (subject to the Warrantors order of priority of payments with the Proceeds Account set out in writing Clause 3.2 of the Project Accounts Agreement) an amount equal to such Unpaid Taxes from the Proceeds Account to the Tax Reserve Account within 30 days four Business Days of such notification or, as the case may be, the receipt of the Relevant Information or proposal for agreement that such Relevant Information or matter is not true, accurate and lawful in all respectsTax Collection Agent Certificate. 6.4 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 fully informed of its actions under this paragraph. 6.5 The Purchaser will cause to be prepared each Tax Return (other than any Tax Return described in and covered by paragraph 6.1) covering any Tax period ending on or before or after the Completion Date (including, without limitation, any Tax Return required or permitted to be filed for a short Tax period ending on the Completion Date) which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date and, if such Tax Return could give rise to a Tax Claim, the Purchaser shall deliver a copy of such Tax Return to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonable require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.6 With respect to each Tax Return covering a period that begins on or before the Completion Date and ends after the Completion Date (a “Straddle Period”), which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date, the Purchaser (i) shall cause The Borrower undertakes to be prepared each such Tax Returnprocure the issuance of a parent company, and (ii) shall determine bank or insurance guarantee for the portion purposes of the Tax due and shown on such Tax Return that is allocable any VAT Refund relating to an Eligible VAT Payment according to the period ending on or before the Completion Date, which determination shall be set forth in a statement (the “Tax Statement”) prepared by the Purchaser. The Purchaser shall deliver a copy relevant provisions of such Tax Return and the Tax Statement related thereto to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonably require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.7 The Warrantors and the Purchaser will, to the extent permitted by applicable law, elect with the appropriate Tax Authority to close the Tax periods of the Company as of and including the Completion Date. In any case where applicable law does not require or permit a Tax period of the Company to be closed as of and including the Completion Date, any Tax pertaining to a Straddle Period shall be determined in accordance with paragraph 6.8 hereof. 6.8 In the case of any Tax pertaining to a Straddle Period which is based on income, sales, revenue, production or similar items or other Taxes, the portion of the Tax pertaining or attributable to the Company for the period ending on the Completion Date shall be determined on the basis of an interim closing of the books as of and including the Completion Date. 6.9 In respect of any matter which gives or may give the 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. 6.10 The Warrantors shall use all reasonable endeavours to agree the Tax Computations as soon as reasonably practicable and shall deal with all such matters promptly and diligently and within applicable the time limitsperiod permitted by law or at any different time upon request by the relevant tax authority.

Tax affairs. 6.1 The Warrantors or their duly authorised agents or advisers shall, at the expense of the Company, prepare, submit 8.1 Subject to and agree the corporation tax computations and Tax Returns (“Tax Computations”) due on or before the Accounts Date (“Relevant Accounting Period(s)”). 6.2 The Warrantors shall deliver to the Purchaser within 45 days prior to the due date for such Tax Return (including any extension thereof) for comments any Tax Computation return document or correspondence and details of any information or proposal (“Relevant Information”) which they intend to submit to a Tax Authority before submission to the Tax Authority 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 15 days of the date of delivery of the Relevant Information prior to its submission to the relevant 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 a Tax Authority where the Purchaser has notified the Warrantors 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 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 fully informed of its actions under this paragraph. 6.5 The Purchaser will cause to be prepared each Tax Return (other than any Tax Return described in and covered by paragraph 6.1) covering any Tax period ending on or before or after the Completion Date (including, without limitation, any Tax Return required or permitted to be filed for a short Tax period ending on the Completion Date) which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date and, if such Tax Return could give rise to a Tax Claim, the Purchaser shall deliver a copy of such Tax Return to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonable require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.6 With respect to each Tax Return covering a period that begins on or before the Completion Date and ends after the Completion Date (a “Straddle Period”), which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date, the Purchaser (i) shall cause to be prepared each such Tax Return, and (ii) shall determine the portion of the Tax due and shown on such Tax Return that is allocable to the period ending on or before the Completion Date, which determination shall be set forth in a statement (the “Tax Statement”) prepared by the Purchaser. The Purchaser shall deliver a copy of such Tax Return and the Tax Statement related thereto to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonably require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, that the Purchaser shall only be obligated to take into account comments of the Warrantors to the extent such comments relate to an item that may result in a Tax Claim. 6.7 The Warrantors and the Purchaser will, to the extent permitted by applicable law, elect with the appropriate Tax Authority to close the Tax periods of the Company as of and including the Completion Date. In any case where applicable law does not require or permit a Tax period of the Company to be closed as of and including the Completion Date, any Tax pertaining to a Straddle Period shall be determined in accordance with paragraph 6.8 hereof. 6.8 In the case of any Tax pertaining to a Straddle Period which is based on income, sales, revenue, production or similar items or other Taxes, the portion of the Tax pertaining or attributable to the Company for the period ending on the Completion Date shall be determined on the basis of an interim closing of the books as of and including the Completion Date. 6.9 In respect of any matter which gives or may give the 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 68, the Covenantors or their duly authorized agents, shall be responsible for preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns of the Company for all accounting periods ending on or before Completion ("Pre-Completion Tax Returns"). 6.10 8.2 The Warrantors Covenantors shall use procure that:- (a) the Buyer is kept informed of the progress of all matters relating to the Pre-Completion Tax returns; (b) the Buyer is afforded a reasonable opportunity to comment on all returns, amended returns, claims, notices, settlement proposals or other documents relating to Taxation ("Tax Document") before their submission to the relevant Taxation Authority and that its reasonable comments are taken into account (provided that, if the Buyer fails to comment within fifteen Business Days of receipt, the Covenantors or their duly authorized agents shall be entitled to submit the relevant tax document or correspondence to the relevant Taxation Authority without further reference to the Buyer); (c) no claim, election, disclaimer, notice or consent of any kind is made by or on behalf of the Company without the written consent of the Buyer (such consent not to be unreasonably withheld or delayed); (d) all Tax returns of the Company are prepared in a manner consistent with previous periods unless the written consent of the Buyer is obtained; (e) no Tax Document is submitted to any Taxation Authority which is not true and accurate in all material respects. 8.3 The Buyer shall be under no obligation to procure the authorisation or signing of any Tax Document delivered which it considers in its reasonable opinion to be false, misleading, incomplete or inaccurate in any respect, but, for the avoidance of doubt, shall be under no obligation to make any enquiries as to their completeness or accuracy and shall be entitled to rely entirely on the Covenantors and their agents. 8.4 For the avoidance of doubt the Buyer or their authorised agent shall be responsible for preparing, submitting to and agreeing with the relevant Taxation Authority all Tax returns for the Company relating to the accounting period of the Company in which Completion falls provided that the Buyer or the Company shall consider all reasonable endeavours comments made by the Covenantors' duly authorised representative or their duly authorised agent in relation to agree the Tax Computations as soon as reasonably practicable such computations and shall deal with all such matters promptly and diligently and within applicable time limitsreturns.

Tax affairs. 6.1 12.1 The Warrantors Sellers or their duly authorised agents or advisers shall, at the expense of the Company, Sellers prepare, submit and agree the corporation tax Tax computations and Tax Returns returns of the Company together with all claims, elections, surrenders, disclaimers, notices, consents and other documents contemplated by or reflected in or necessary for the preparation of such computations and notes relating thereto (“the "Tax Computations”") due for, in respect of corporation tax, its accounting periods ended (in accordance with section 10 CTA 2009) on or before Completion and, in respect of any other Tax, which relate solely to matters prior to Completion (the Accounts Date (“"Relevant Accounting Period(sPeriods")”, provided that neither the Sellers or their duly authorised agents or advisers shall take any action that could prejudice the availability of the brought forward tax losses referred to in paragraph 24.14 of Schedule 3 (other than through utilisation against the profits of a Group Company in the accounting period ended 31 December 2013). 6.2 12.2 The Warrantors shall Sellers shall, as soon as reasonably practicable and in any event at least ten business days before the expiry of any applicable time limit, deliver to the Purchaser within 45 days prior to the due date for such Tax Return (including any extension thereof) for comments any Tax Computation return computation, return, document or correspondence and details of any information or proposal (“the "Relevant Information”") which they intend to submit to a any Tax Authority before submission to the such Tax Authority 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 15 days of the date of delivery of the Relevant Information prior to its submission to the relevant Tax Authority. 6.3 The Warrantors shall not, and shall procure that no other person shall, submit to the relevant Tax Authority and, if the Sellers have not received any Relevant Information or agree any matter with a Tax Authority where comments from the Purchaser has notified the Warrantors in writing or its duly authorised agents within 30 21 days of delivery (or if less 3 days before the receipt expiry of the Relevant Information or proposal for agreement that applicable time limit), the Purchaser shall be deemed to have approved such Relevant Information or matter is not true, accurate and lawful in all respectsthe form provided by the Sellers. 6.4 12.3 The Warrantors 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 for the Relevant Accounting Periods and shall keep the Purchaser fully informed of its actions under this paragraphparagraph 12. 6.5 The Purchaser will cause 12.4 Subject to be prepared each Tax Return (other than any Tax Return described in paragraphs 12.2 and covered by paragraph 6.1) covering any Tax period ending on or before or after the Completion Date (including, without limitation, any Tax Return required or permitted to be filed for a short Tax period ending on the Completion Date) which is required to be filed for, by, on behalf of or with respect to the Company after the Completion Date and, if such Tax Return could give rise to a Tax Claim12.3, the Purchaser shall deliver a copy of or shall procure that: (i) the Company properly authorises and signs the Tax Computations and makes and signs or otherwise enters into all such Tax Return elections, surrenders and claims and withdraws or disclaims such elections, surrenders and claims and gives such notices and signs such other documents as the Sellers shall reasonably require in relation to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments to the Tax Return as the Warrantors may reasonable require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; provided, however, Relevant Accounting Periods provided that the Purchaser shall only not be obligated obliged to take into account comments of procure that the Warrantors to the extent such comments relate to an item that may result Company signs or submits any document which in a Tax Claim. 6.6 With respect to each Tax Return covering a period that begins on or before the Completion Date and ends after the Completion Date (a “Straddle Period”), which is required its reasonable opinion it considers to be filed forwrong, by, on behalf of misleading or with respect to the Company after the Completion Date, the Purchaser (i) shall cause to be prepared each such Tax Return, and inaccurate in any material respects; (ii) shall determine the portion of the Tax due and shown on such Tax Return that is allocable to the period ending on or before the Completion Date, any correspondence which determination shall be set forth in a statement (the “Tax Statement”) prepared by the Purchaser. The Purchaser shall deliver a copy of such Tax Return and the Tax Statement related thereto to the Warrantors at least 45 days prior to the due date (including any extension thereof) for filing such Tax Return, and shall take account of the reasonable comments of the Warrantors and make such amendments relates to the Tax Return as the Warrantors may reasonably require in writing within 15 days of the due date (including any extensions thereof) for filing such Tax Return; providedComputations shall, however, that if received by the Purchaser shall only or any Company or its agents or advisers, be obligated to take into account comments of the Warrantors copied to the extent such comments relate to an item that may result in a Tax ClaimSellers. 6.7 The Warrantors and the Purchaser will, to the extent permitted by applicable law, elect with the appropriate Tax Authority to close the Tax periods of the Company as of and including the Completion Date. In any case where applicable law does not require or permit a Tax period of the Company to be closed as of and including the Completion Date, any Tax pertaining to a Straddle Period shall be determined in accordance with paragraph 6.8 hereof. 6.8 In the case of any Tax pertaining to a Straddle Period which is based on income, sales, revenue, production or similar items or other Taxes, the portion of the Tax pertaining or attributable to the Company for the period ending on the Completion Date shall be determined on the basis of an interim closing of the books as of and including the Completion Date. 6.9 12.5 In respect of any matter which gives or may give the Purchaser a right to make a Tax Claimclaim against the Sellers under this Schedule, the provisions of paragraph 4 7 with respect to appeals and the conduct of disputes Tax Claims shall apply instead of the provisions of this paragraph 612. 6.10 12.6 The Warrantors Sellers shall use all reasonable endeavours to agree pay (and hereby indemnify the Purchaser for itself and as trustee for the Company from and against any liability in respect of) any fines and penalties arising from any late filing of such Tax Computations save where such late filing is as soon a result of any action, delay or default by the Purchaser in carrying out its obligations under this paragraph 12. 12.7 The provisions of paragraphs 12.1 to 12.3 and 12.4(ii) shall apply in respect of the corporation tax accounting period of the Company in which Completion falls and any other Relevant Accounting Period which relates to matters prior to and after Completion as reasonably practicable if the word "Sellers" reads "Purchaser" and the word "Purchaser" reads "Sellers" PROVIDED THAT the Sellers shall not have any right to comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring after Completion and which does not affect the liability of the Sellers under this Schedule. 12.8 The Purchaser or its duly authorised agents shall have sole conduct of all tax affairs of the Company which are not in respect of any period commencing before Completion and shall be entitled to deal with such tax affairs in any way in which it, in its absolute discretion, considers fit. 12.9 The Sellers and the Purchaser shall each respectively afford (or procure the affordance of) to the other or their duly authorised agents information and assistance which may reasonably be required to prepare, submit and agree all such matters promptly outstanding Tax computations and diligently returns of the Company for the Relevant Accounting Periods and within applicable time limitsthe tax accounting period of the Company in which Completion falls.