Common use of TAX RETURNS AND COMPUTATIONS Clause in Contracts

TAX RETURNS AND COMPUTATIONS. Subject to paragraph 5.2 below, the Covenantor or its duly authorised agents shall at the Covenantor's expense be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax authorities all Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, including (without limitation) claims and/or surrenders by way of Group Relief, for all Tax accounting periods of the Company ending on or before Completion subject to all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being submitted in draft form to Global or its duly authorised agents for comment. Global or its duly authorised agent shall comment within 21 days of such submission. If the Covenantor has not received any comments within 21 days, Global and its duly authorised agents shall be deemed to have approved such draft documents. The Covenantor is not obliged to take into account any comments or suggestions made by Global save for comments or suggestions which the Covenantor considers (acting in good faith) to be reasonable. Global shall each respectively afford (or procure the affordance) to the Covenantor or its duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global undertakes to procure that the Company shall at the request of the Covenantor sign and submit to the relevant Tax authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor shall reasonably request, consistently with the provisions of this Covenant, to give effect to the foregoing provisions PROVIDED THAT neither the Covenantor nor its agents shall be entitled to require the Company:

TAX RETURNS AND COMPUTATIONS. Subject 5.1 Without prejudice to paragraph 5.2 below3 above, the Covenantor Seller or its duly authorised agents shall be responsible (at the Covenantor's expense be responsible Seller’s sole cost and expense) for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax authorities Authorities, all Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, including (without limitation) claims and/or surrenders by way of Group Relief, for all Tax accounting periods of the Company ending on or before the Completion subject to Date, and in connection therewith: (a) all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being shall be submitted in draft form by the Seller to Global the Purchaser or its duly authorised agents for comment. Global ; (b) the Purchaser or its duly authorised agent shall comment within 21 days 15 Business Days of such submission. If submission but if the Covenantor Seller has not received any comments within 21 days15 Business Days, Global the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents. The Covenantor is not obliged to ; (c) the Seller shall take into account any all reasonable comments or and suggestions made by Global save for comments the Purchaser or suggestions which its duly authorised agents; (d) the Covenantor considers (acting in good faith) to be reasonable. Global Seller and the Purchaser shall each respectively afford (or procure the affordance) to the Covenantor other or its their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global ; (e) the Seller and the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; and (f) the Purchaser undertakes to procure that the Company shall at the request of the Covenantor sign and submit to the relevant Tax authority Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor Seller shall reasonably request, consistently with the provisions of this Covenant, request to give effect to the foregoing provisions PROVIDED THAT neither the Covenantor nor its agents shall be entitled to require the Company:provisions.