Common use of Taxation Computations Clause in Contracts

Taxation Computations. 45.1 The Buyer covenants with the Warrantors: (a) to keep the Warrantors and their duly authorised agents informed of all matters relating to the submission, negotiation and agreement of corporation tax returns and computations of the Company for all accounting periods ended on or prior to the Accounts Date; (b) that no such computations or returns nor any material correspondence pertaining to the negotiations or agreement of such computations or returns shall be transmitted to any Taxation Authority without first being submitted to the Warrantors or their duly authorised agents for their reasonable comments and for their approval and shall only finally be submitted or transmitted to the relevant Tax Authority on the receipt of the written approval of the Warrantors or their duly authorised agents, such approval not to be unreasonably withheld or unreasonably delayed. 45.2 The Buyer shall be obliged to procure that the Company makes or gives any returns, claims, elections, surrenders and consents in relation to Taxation, to the extent it was assumed any such return, claim, election, surrender or consent would be made or given in computing any provision for Tax which appears in the Locked Box Accounts (or in eliminating any provision which would have so appeared) and which the Warrantors have (whether before, on or after Completion) notified in writing to the Buyer are required to be made. 45.3 The Warrantors shall provide the Buyer, at the expense of the Company with all such documents and information (including, without limitation, access to books, accounts and records), as the Buyer may reasonably require, in connection with its obligations pursuant to this paragraph 45. 45.4 In respect of the accounting period of the Company commencing prior to Completion and ending after Completion (Straddle Period) the Buyer shall procure that the corporation tax returns of the company shall be prepared on the basis which is consistent with the manner in which corporation tax returns of the Company are or have been prepared for all accounting periods ended prior to Completion so far as legally permissible. 45.5 The Buyer shall procure that the Company keeps the Warrantors fully informed of the Taxation affairs of the Company in respect of the Straddle Period and shall provide the Warrantors with copies of all relevant documents and shall not submit any correspondence or submit or agree any return or computation for such period, to any Taxation Authority without giving the Warrantors a reasonable opportunity to make representations thereon and without the written consent of the Warrantors (such consent not to be unreasonably withheld or delayed).

Taxation Computations. 45.1 The Buyer covenants 7.1 Subject to complying with the Warrantorsprovisions of paragraphs 7.2 and 7.3 below, the Seller or its duly authorised agents shall have the right, at the cost and expense of the Seller, to prepare the corporation tax returns of the Company for all accounting periods, ending on or prior to Completion to the extent that the same shall not have been prepared before the date hereof. The Seller or its duly authorised agents shall have the right, at the cost and expense of the Seller, to prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns of the Company for all accounting periods ending on or prior to Completion. 7.2 The Seller's rights under paragraph 7.1 are subject to the Seller informing the Buyer and the Company of its intention to exercise such rights prior to Completion. 7.3 In the event that the Seller exercises its rights under paragraph 7.1 the Seller shall: (a) to keep the Warrantors Buyer and their its duly authorised agents and the Company informed of all material matters relating to the submission, negotiation and agreement of such corporation tax returns and computations of the Company for all accounting periods ended on or prior to the Accounts Datecomputations; (b) ensure that no such computations or returns nor any material correspondence pertaining to the negotiations or agreement of such computations or returns which it proposes to send shall be transmitted to any Taxation Authority without first being submitted to the Warrantors Buyer and the Company or their duly authorised agents for their reasonable comments and for their the Buyer's approval and shall only finally be submitted or transmitted to the relevant Tax Authority on the receipt of the written approval of the Warrantors Buyer or their its duly authorised agentsagent, such approval not to be unreasonably withheld or unreasonably delayed. 45.2 7.4 The Buyer shall be obliged to procure that the Company makes shall cause the returns mentioned in paragraph 7.3 (and all claims, elections, disclaimers, surrenders and consents assumed to be made or gives any given therein) to be authorised, signed and submitted to the appropriate Taxation Authority and generally do all such things as may be necessary to give effect to such returns, claims, elections, disclaimers, surrenders or consents provided that neither the Buyer nor the Company can be required to do anything which is illegal or unlawful or which does not accord with standard accounting practice. 7.5 The Buyer shall (if requested in writing by the Seller) procure that the Company promptly makes or gives such returns, claims, elections, disclaimers, surrenders and consents in relation to Taxation, to the extent Taxation which it was assumed any such return, claim, election, surrender or consent would be made or given in computing any provision for Tax which appears in the Locked Box Completion Accounts (or in eliminating any provision which would have so appeared) or which relate to any Seller's Relief and which generally does all such things as may be necessary to give effect to such returns, claims, elections, surrenders or consents. 7.6 If at any time the Warrantors have (whether beforeSeller has not exercised its right pursuant to paragraph 7.3, the provisions of paragraph 7.3 shall apply as if reference to "the Seller" are references to "the Buyer", as if references to "the Buyer" are references to "the Seller" and as if the words "and the Company" in paragraphs 7.3(a) and 7.3(b) are deleted. 7.7 The Buyer acknowledges that trading losses and other amounts eligible for surrender by Group Relief by the Company to members of its group arising in its accounting periods ending on or after Completion) notified in writing before Completion are to be surrendered for no payment to the Seller or other members of its group nominated by the Seller for the purpose of Group Relief to the extent allowed by sections 402-413 ICTA 1988. To the extent that any correspondence concerning or computation implying the date when arrangements for the transfer of the Company to the Buyer are required came into existence or the amount of the trading losses available for the purpose of Group Relief shall be sent by the Buyer or any person acting on its behalf to any Taxation Authority, where such correspondence or computation is requested by a Taxation Authority, such correspondence or computation shall also be madecopied to the Seller. 45.3 The Warrantors shall provide the Buyer, at the expense of the Company with all such documents and information (including, without limitation, access to books, accounts and records), as the Buyer may reasonably require, in connection with its obligations pursuant to this paragraph 45. 45.4 In respect of the accounting period of the Company commencing prior to Completion and ending after Completion (Straddle Period) the Buyer shall procure that the corporation tax returns of the company shall be prepared on the basis which is consistent with the manner in which corporation tax returns of the Company are or have been prepared for all accounting periods ended prior to Completion so far as legally permissible. 45.5 7.8 The Buyer shall procure that the Company keeps the Warrantors Seller fully informed of the its Taxation affairs of the Company in respect of the Straddle Period accounting period of the Company last ending prior to Completion and shall promptly provide the Warrantors Seller with copies of all 38 relevant documents and shall not submit any correspondence or submit or agree any return or computation for such period, period to any Taxation Authority without giving the Warrantors Seller a reasonable opportunity to make representations thereon and without the written consent of the Warrantors Seller (such consent not to be unreasonably withheld or delayed). 7.9 The Buyer shall provide, and shall procure that the Company provides, the Seller at the expense of the Seller reasonable access to such documents, reasonable information and reasonable assistance (including, without limitation, access to books, accounts, records and personnel) as the Seller may reasonably require on giving reasonable notice (and in all circumstances it shall be reasonable on the Seller giving the Buyer seven days notice) in connection with its conduct of the Company's Taxation affairs pursuant to this paragraph 7.

Taxation Computations. 45.1 The Buyer covenants 8.1 Subject to complying with the Warrantors: (a) to keep provisions of paragraph 8.2 below, the Warrantors and Vendors or their duly authorised agents shall have the right, at the cost and expense of the Vendors, to prepare the corporation tax returns of the Company for all accounting periods ending on or prior to the Accounts Date to the extent that the same shall not have been prepared before the date hereof. The Vendors or their duly authorised agents shall have the right, at the cost and expense of the Vendor, to prepare all documentation and deal with all matters (including correspondence) relating to the corporation tax returns of the Company for all accounting periods ending on or prior to the Accounts Date. 8.2 The Vendors covenant with the Purchaser: 8.2.1 to keep the Purchaser and its duly authorised agents and the Company informed of all material matters relating to the submission, negotiation and agreement of such corporation tax returns and computations of the Company for all accounting periods ended on or prior to the Accounts Datecomputations; (b) 8.2.2 that no such computations or returns nor any material correspondence pertaining to the negotiations or agreement of such computations or returns shall be transmitted to any Taxation Authority without first being submitted to the Warrantors Purchaser and the Company or their duly authorised agents for their reasonable comments and for their the Purchaser's approval and shall only finally be submitted or transmitted to the relevant Tax Authority on the receipt of the written approval of the Warrantors Purchaser or their its duly authorised agentsagent, such approval not to be unreasonably withheld or unreasonably delayed. 45.2 The Buyer 8.3 In the event that the provisions of paragraph 8.2 have been complied with by the Vendors the Purchaser shall be obliged to procure that the Company makes shall cause the returns mentioned in paragraph 8.2 (and all claims, elections, disclaimers, surrenders and consents assumed to be made or gives any given therein) to be authorised, signed and submitted to the appropriate Taxation Authority and generally do all such things as may be reasonably necessary to give effect to such returns, claims, elections, disclaimers, surrenders or consents. 8.4 The Purchaser shall (if requested in writing by the Vendors) procure that the Company promptly makes or gives such returns, claims, elections, disclaimers, surrenders and consents in relation to Taxation, to the extent Taxation which it was assumed any such return, claim, election, surrender or consent would be made or given in computing any provision for Tax which appears in the Locked Box Accounts (or in eliminating any provision which would have so appeared) or which relate to any Vendors' Relief, and which the Warrantors have (whether beforegenerally does all such things as may be necessary to give effect to such returns, on claims, elections, surrenders or after Completion) notified in writing to the Buyer are required to be madeconsents. 45.3 8.5 If at any time the Vendors have not exercised their right pursuant to paragraph 8.1, the provisions of paragraph 8.2 shall apply as if reference to "the Vendors" are references to "the Purchaser", as if references to "the Purchaser" are references to "the Vendors" and as if the words "and the Company" in paragraphs 8.2.1 and 8.2.2 were deleted. 8.6 The Warrantors Purchaser shall provide the Buyer, at the expense of procure that the Company with all such documents and information (including, without limitation, access to books, accounts and records), as keeps the Buyer may reasonably require, Vendors fully informed of its Taxation affairs in connection with its obligations pursuant to this paragraph 45. 45.4 In respect of the accounting period of the Company commencing prior to current at Completion and ending after Completion (Straddle Period) the Buyer shall procure that the corporation tax returns of the company shall be prepared on the basis which is consistent with the manner in which corporation tax returns of the Company are or have been prepared for all accounting periods ended prior to Completion so far as legally permissible. 45.5 The Buyer shall procure that the Company keeps the Warrantors fully informed of the Taxation affairs of the Company in respect of the Straddle Period and shall promptly provide the Warrantors Vendors with copies of all relevant documents and shall not submit any correspondence or submit or agree any return or computation for such period, period to any Taxation Authority without giving the Warrantors Vendors a reasonable opportunity to make representations thereon and without the written consent of the Warrantors Vendors (such consent not to be unreasonably withheld or delayed). 8.7 The Purchaser shall provide, and shall procure that the Company provides, the Vendors (at the expense of the Vendors) with such documents, information and assistance (including, without limitation, access to books, accounts, records and personnel) as the Vendors may reasonably require in connection with its conduct of the Company's Taxation affairs pursuant to this paragraph 8.

Taxation Computations. 45.1 8.1 Subject to complying with the provisions of paragraph 8.2 below, the Seller or its duly authorised agents shall, at the cost and expense of the Company: (a) prepare and submit the corporation tax returns of the Company for all accounting periods of the Company ended on or prior to Completion, 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 returns referred to in (a); and (c) deal with all matters (including correspondence and negotiations) relating to the returns of the Company referred to in (a). 8.2 The Buyer Seller covenants with the WarrantorsBuyer: (a) to keep the Warrantors Buyer and their its duly authorised agents fully informed of all matters relating to the submission, negotiation and agreement of corporation tax the returns and computations of the Company for all accounting periods ended on or prior referred to the Accounts Date;in paragraph 8.1(a); and (b) that no such computations or returns nor any material correspondence pertaining to the negotiations or agreement of such computations or returns written communications (including e-mails) shall be transmitted to any Taxation Authority without first being submitted to the Warrantors or their Buyer and/or its duly authorised agents as soon as reasonably practicable for their reasonable comments comments, authorisation and for their written approval and shall only finally be submitted or transmitted to the relevant Tax Authority on the receipt of the written approval of the Warrantors or their duly authorised agents, Buyer (such approval not to be unreasonably withheld or unreasonably delayed). 45.2 8.3 The Buyer shall be obliged to procure that the Company makes or gives any returns, claims, elections, surrenders and consents in relation to Taxation, to the extent it was assumed any such return, claim, election, surrender or consent they would be made or given in computing any provision for Tax which appears in the Locked Box Accounts Completion Statement (or in eliminating any provision which would have so appeared) and which provided that the Warrantors have (whether before, on or after Completion) Seller has notified the Buyer in writing of the action required as soon as practicable and, in any event, prior to the end of the time limit to make the claim. 8.4 The Buyer are required 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 madefalse, misleading, incomplete or inaccurate in any respect having made reasonable enquiries as to the completeness, validity, and/or accuracy thereof. 45.3 8.5 The Warrantors Buyer shall provide the Buyer, at the expense of and shall procure that the Company provides with all such documents and information (including, without limitation, access to books, accounts and records), records as well as copies of any written communications from any Tax Authority) as the Buyer Seller may reasonably require, require in connection with its obligations rights pursuant to this paragraph 458. 45.4 8.6 In respect of the accounting period of the Company commencing prior to Completion and ending after Completion (Straddle Period) the Buyer shall procure that the corporation tax returns of the company shall be prepared on the basis which is consistent with the manner in which corporation tax returns of the Company are or have been prepared for all accounting periods ended prior to Completion so far as legally permissibleCompletion. 45.5 8.7 The Buyer shall procure that the Company keeps the Warrantors Seller fully informed of the Taxation affairs of the Company in respect of the Straddle Period and shall provide the Warrantors Seller with copies of all relevant documents and shall not submit any correspondence or submit or agree any return or computation for such period, to any Taxation Authority without giving the Warrantors Seller a reasonable opportunity to make representations thereon and without the written consent of the Warrantors Seller (such consent not to be unreasonably withheld or delayed). 8.8 The Seller or its duly appointed agents, as appropriate, shall provide and shall procure that, at the Buyer’s expense, the Company provides with all such documents and information (including, without limitation, access to books, accounts and records as well as copies of any written communications from any Tax Authority) as the Buyer may reasonably require in connection with its rights pursuant to this paragraph 8.