Tax Computations. Copies of the tax computations and related documents for each Group Company for the accounting period ending 29 September 2009 are contained in the Data Room.
Tax Computations. 21.1 It is agreed, subject to the provisions of this paragraph 21, that the Vendor shall (at the cost of the relevant UK resident Company or UK resident Subsidiary as to 50% and the Vendor as to the remaining 50%) be responsible for the following matters:
(a) the preparation by PricewaterhouseCoopers of the UK corporation tax computations and returns of each of the Company and the UK Subsidiary for all accounting periods ended on or before Completion for each of the Company or UK Subsidiary (to the extent such computations and returns have not been submitted prior to Completion);
(b) the preparation by PricewaterhouseCoopers of all such notices, claims or elections relating to Taxation as are made by the Company or the UK Subsidiary in connection with such computations or returns.
21.2 The Purchaser shall procure that each of the relevant Company or UK Subsidiary shall cause the computations, returns, notices, claims and elections to be promptly authorised, signed and submitted to the appropriate Taxing Authority without amendment (or with such amendments as may be reasonably required by the Purchaser, save to the extent such amendments would increase the liability of the Vendor under the Tax Covenant).
21.3 The Vendor shall:
(a) procure that such returns and computations (and associated notices, claims and elections) are prepared as soon as reasonably practicable and in a careful and diligent manner;
(b) procure that the draft returns and computations (and associated notices, claims and elections) are submitted to the Purchaser and the relevant Company or UK Subsidiary at least twenty (20) Business Days prior to the date on which such returns need to be submitted to the relevant Taxing Authority and that the amounts payable by way of Taxation for the relevant accounting periods are notified to the relevant Company or UK Subsidiary and the Purchaser at least twenty (20) Business Days prior to the due date for payment of such liability to Taxation or any instalment thereof.
21.4 The Purchaser shall and shall procure that each of the Company and the UK Subsidiary shall give such assistance to the Vendor as may be reasonably required to enable the corporation tax computations, returns, notices, claims, or elections referred to in paragraphs 21.1 and 21.2 to be prepared, authorised, signed and submitted to the appropriate Taxing Authority provided that (notwithstanding the preceding provisions of this paragraph 21) the Purchaser shall be under no obligation to...
Tax Computations. 9.1 The Vendor (or its authorised agent) will (at its cost) have the responsibility for, and the conduct of, preparing, submitting, negotiating and agreeing with the Tax Authorities, all outstanding Tax computations and returns of each Group Company for each accounting period ending on or before the Last Accounting Date (the "RELEVANT ACCOUNTING PERIODS").
9.2 The Purchaser will procure that the relevant Group Company will make such claims, surrenders, disclaimers and elections or give such notice or consent or do such other things as were taken into account in computing a provision for Tax in the Accounts and may reasonably be directed by the Vendor relating to the Relevant Accounting Periods or any subsequent accounting period to the extent it falls prior to Completion.
9.3 The Purchaser will procure the provision to the Vendor of such information and assistance which the Vendor may reasonably require of the other to prepare, submit and agree all Tax computations, documents or correspondence relating to the Relevant Accounting Periods.
9.4 The Purchaser covenants with the Vendor to procure that the Group Companies take such action (including signing and authorising computations and returns) as is necessary or desirable to give effect to this clause.
9.5 In relation to any action as is referred to in clauses 9.1 and 9.5, the Vendor will:
9.5.1 keep the Purchaser fully informed of all matters relating thereto and deliver to the Purchaser copies of all material correspondence with Tax Authorities relating thereto;
9.5.2 submit to the Purchaser for comments all correspondence and documents which it intends to submit to a Tax Authority and take into account all such reasonable comments as the Vendor reasonably considers are appropriate;
9.5.3 not submit to a Tax Authority any such correspondence or documents, or agree any matter in relation to the Relevant Accounting Periods which is not true, accurate and lawful in all respects;
9.5.4 not submit such documents, correspondence or agreements as is likely to prejudice the amount of liability of a Group Company in respect of Tax for which the Vendor is not liable under this Deed without the prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed.
9.6 The Vendor's rights under this clause cease if the Vendor:
9.6.1 takes corporate action, or other steps are taken or legal proceedings are started for its winding up, dissolution, administration or re-organisation or for the...
Tax Computations. The Buyer covenants with the Sellers:
Tax Computations. 6.1 The Purchaser shall (at the cost of the Company) be responsible for the preparation and timely filing of all Tax returns and computations of the Company for all tax periods ending on or prior to the Locked Box Date (“Tax returns”), to the extent that the same have not been prepared before Completion and on a basis that is consistent with how previous returns and computations have been prepared and filed and, in connection therewith:
(A) The Purchaser shall procure that the Company will provide the Seller or its duly authorised agent with copies of all documentation and drafts of the said Tax returns and related correspondence, not later than four weeks prior to their submission to the Tax Authority; and
(B) The Purchaser shall, and shall procure the Company shall, amend the draft Tax returns and related correspondence to incorporate the comments of the Seller and take such action as the Seller may request by notice in writing, prior to submission of the same to the Tax Authority.
6.2 The Purchaser shall procure that the Company shall afford such access to premises and personnel and to any relevant assets, document, books, accounts and records as is necessary to enable the Seller or its duly authorised agent to review the Tax returns and conduct matters relating to them in accordance with this paragraph.
Tax Computations. 11.1 The Purchaser shall (at its cost) have the conduct of preparing, submitting to, and agreeing with any Tax Authority, all Tax returns or computations of each Group Company for each accounting period ending on or before Completion (the “Relevant Accounting Periods”) that have not been filed on or before Completion and shall procure that such Tax returns and computations of the Group Companies are prepared on a basis which is consistent with the manner in which the Tax returns and computations of the Group Companies were prepared for any relevant prior accounting period (except for changes necessary to comply with law).
11.2 The Purchaser shall deliver to the Seller all the Tax returns, computations and all related documents and correspondence relating to any Group Company (“Tax Documents”) for the Relevant Accounting Periods which it intends to submit to any relevant Tax Authority before submission to such Tax Authority and shall reflect the Seller's reasonable comments concerning such Tax Documents (provided that such comments are provided to the Purchaser within fifteen (15) Business Days following receipt of the relevant Tax Documents by the Seller and such comments reflect a Tax position that is supported by at least a "more likely than not" level of comfort).
11.3 The Purchaser shall procure that each Group Company shall make such claims, surrenders, disclaimers and elections and give such notice or consent and do such other things as:
11.3.1 were taken into account in computing a provision for Tax in the Completion Statement or in computing the Net Debt Amount or the Actual Working Capital; or
11.3.2 may reasonably be directed by the Seller in relation to the Relevant Accounting Periods.
Tax Computations. 8.1 The Seller shall, at the cost and expense of the Company (to the extent provided for in the Relevant Accounts) or otherwise at the cost and expense of the Seller:
(a) prepare and submit the corporation tax returns of the Company for all accounting periods of the Company ended on or prior to Completion (the Relevant Accounting Periods), to the extent the same shall not have been prepared and/or submitted before the date hereof;
(b) prepare and submit all claims, elections, notices, disclaimers, consents and/or surrenders assumed in preparing the corporation tax returns of the Company for any Relevant Accounting Period; and
(c) deal with all matters (including correspondence and negotiations) relating to the corporation tax returns of the Company for any Relevant Accounting Period having given the Buyer a reasonable opportunity to make representations thereon.
8.2 The Seller covenants with the Buyer:
(a) to keep the Buyer and its duly authorised agents informed of all material matters relating to the submission, negotiation and agreement of the documents referred to in paragraph 8.1;
(b) that no written communications shall be transmitted to any Taxation Authority without first being submitted to the Buyer as soon as reasonably practicable (and in any event no later than 10 Business Days prior to the expiry of any applicable time limit) for its comment, authorisation and written approval and shall only finally be submitted or transmitted to the relevant Tax Authority on the receipt of the written approval of the Buyer (such approval not to be unreasonably withheld or unreasonably delayed) having given the Buyer a reasonable opportunity to make representations thereon.
8.3 If so requested by the Seller in writing, the Buyer shall be obliged to procure that the Company makes or gives any return, claim, election, surrender and/or consent in relation to Taxation to the extent that, in computing any provision for Tax or deferred Tax which appears in the Relevant Accounts (or in eliminating any provision which would have so appeared), it was assumed that any such return, claim, election, surrender or consent would be made or given.
8.4 The Buyer shall be under no obligation to procure the signing and/or authorisation of any document delivered to it under paragraph 8.2(b) which it reasonably considers, to be false, misleading, incomplete or inaccurate in any respect.
8.5 The Buyer shall procure that the Company provides the Seller, at the expense of the Seller,...
Tax Computations. A. Subject to and in accordance with this paragraph 7, the Seller and the Buyer agree that, and shall co-operate to procure that, the Company (or its duly authorised agents) shall, at the cost of the Company:
Tax Computations. Subject to clause 10.2 below, the Taxation computations and returns of the Company in respect of the accounting period ending on the Accounts Date will be submitted to the Inland Revenue in the form prepared by Price Waterhouse prior to the date hereof and the Buyer will procure that the Company shall duly submit such returns and computations and make all claims and elections which it has been assumed will be made when preparing such computations and returns.
Tax Computations. 23.1 If requested in writing by Graphite (or its professional advisers), the Warrantors' Representative or Carta Capital (as the case may be), the Buyer shall or shall procure that the Group Companies shall permit Graphite (and its professional advisers) and/or the Warrantors' Representative and Carta Capital (as appropriate) reasonable access to, and shall provide them with copies of, the Group Companies' corporation tax computations and returns (together, the "Tax Computations") for each accounting period in which Graphite and/or any Warrantor held an interest in the Group, together with all supporting documentation.
23.2 The Buyer agrees and agrees to procure that the Tax Computations of KG Bidco Limited for all accounting periods ended on or before Completion and the accounting period current at Completion shall be submitted on a basis consistent with the Advanced Thin Capitalisation Agreement agreed with HMRC in June 2009, a copy of which appears as Disclosure Document 5.3.
23.3 The Buyer shall procure that:
(a) in respect of the accounting period ended 31 January 2011, KG Bidco Limited submits its corporation tax computations and returns (the "2011 Tax Computations") to HMRC on or before 31 December 2011 and shall provide, or shall procure that KG Bidco Limited provides, Graphite, the Warrantors' Representative and Carta Capital with a copy of the 2011 Tax Computations when they are submitted to HMRC; and
(b) in respect of the accounting period ending 31 January 2012, KG Bidco Limited submits its corporation tax computations and returns (the "2012 Tax Computations") to HMRC on or before 31 December 2012 and shall provide, or shall procure that KG Bidco Limited provides, Graphite, the Warrantors' Representative and Carta Capital with a copy of the 2012 Tax Computations when they are submitted to HMRC.
