Common use of CONDUCT OF PRE-COMPLETION TAX AFFAIRS Clause in Contracts

CONDUCT OF PRE-COMPLETION TAX AFFAIRS. The Seller’s obligations and rights 5.1 The Sellers shall (at the cost of the Company) have the sole conduct of the Company’s tax affairs as regards all accounting periods ended on or before Completion and, in relation to any accounting periods beginning before Completion but ending after Completion, as regards that part of any such period which falls on or before Completion (the “Relevant Accounting Periods”) as more particularly described in this paragraph 5.1 (the “Pre-Completion Tax Affairs”) and in particular (but without limitation to the generality of the foregoing), in a manner consistent, to the extent not unlawful, with past practice and in accordance with Applicable Laws, the Sellers shall: 5.1.1 prepare and submit when due (unless prevented from so doing by the delay or default of the Buyers or the Company or any Affiliate of the Buyers) the Tax Returns of the Company; 5.1.2 prepare and submit when due (unless prevented from so doing by the delay or default of the Buyer or the Company or any Affiliate of the Buyers) for the Company of all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax; 5.1.3 deal with all correspondence relating to and agreement of the Company’s Tax liabilities, for the Relevant Accounting Periods and all negotiations relating to such matters, provided that the Sellers shall not agree to settle such matters without the Buyers’ prior written consent (not to be unreasonably withheld or delayed); and 5.1.4 deliver all tax documents which require to be signed by or on behalf of the Company to the Buyers for authorisation and signing by the Company at least 5 (five) Business Days prior to the last date on which such documents must be filed without incurring a liability to a fine or penalty. 5.2 The Sellers shall ensure that the Pre-Completion Tax Affairs are dealt with as promptly as reasonably practical and shall ensure that: 5.2.1 the Buyers are kept informed in reasonable detail of the progress of all matters relating to the Pre-Completion Tax Affairs; 5.2.2 the Buyers receive copies of all material written correspondence sent after Completion in relation to the Pre-Completion Tax Affairs; 5.2.3 no tax document is submitted to a Tax Authority which is, so far as the Sellers are aware, misleading, untrue or inaccurate; and 5.2.4 the Buyers are given the opportunity to review and comment on any material correspondence or Tax Return at least 15 (fifteen) business days prior to its submission to the relevant Tax Authority; and 5.2.5 the Buyers are given the opportunity to approve any material correspondence or Tax Return which relate to the Tax affairs of the Company in respect of any period beginning after the Accounts Date at least 15 (fifteen) business days prior to its submission to the relevant Tax Authority. 5.3 The Sellers shall not object to the Buyers making an election under Section 338(g) of the United States Internal Revenue Code unless such election could result in an adverse tax impact on the Sellers (or any of them). 5.4 The Buyers shall procure that: 5.4.1 there is given to the Sellers’ professional advisers authority to conduct the Pre-Completion Tax Affairs and such authority is confirmed to any relevant Tax Authority; 5.4.2 the Sellers and their advisers are promptly sent a copy of any communication from a Tax Authority relating to the Pre-Completion Tax Affairs; 5.4.3 the Sellers (and their advisers) shall be provided with such information and assistance (including assistance from employees of the Buyers or the Company) and permitted to take copies of and granted access to such accounts, books, documents and records of or relating to the Company as they may reasonably require in connection with the matters referred to at paragraph (a) above; 5.4.4 the Company shall not (unless so directed by the Sellers): (a) amend, withdraw or disclaim any election or claim previously made; nor (b) disclaim any allowance or Relief; and 5.4.5 the Company: (a) makes such claims (including, but not limited to, claiming or disclaiming capital allowances, depreciation allowances and claiming roll-over reliefs); (b) executes such documents (including but not limited to returns of profits and losses and amended returns); and (c) does such other things in relation to the Relevant Accounting Periods, in each case, as reasonably directed in writing by the Sellers and in a manner consistent, to the extent not unlawful, with past practice and in accordance with Applicable Laws. 5.5 To the extent that the provisions of this paragraph 5 conflict with the provisions of Clause 14 of the Agreement, the provisions of that Clause shall prevail.

CONDUCT OF PRE-COMPLETION TAX AFFAIRS. The Seller’s obligations and rights 5.1 The Sellers 9.1 AWI or its duly authorised agents shall procure that the Group Companies or its duly authorised agents shall (at the sole cost and expense of the CompanyGroup Companies) have prepare the sole conduct Tax Returns of the Company’s tax affairs as regards all accounting periods Group Companies in respect of Accounting Periods ended on or before Completion and, in relation but not submitted to any accounting periods beginning before Completion but ending after Completion, as regards that part of any such period which falls the relevant Tax Authority on or before Completion (the “Relevant Accounting Periods”) as more particularly described in this paragraph 5.1 (the “Pre-Completion Tax AffairsReturns”) and in particular (but without limitation ). The Pre-Completion Tax Returns shall be provided to the generality Purchaser or the relevant Group Company in draft form at least twenty (20) Business Days before the last date on which the Pre-Completion Tax Returns may be filed with the applicable Tax Authority without incurring interest and penalties. The Purchaser shall procure that the relevant Group Company causes the Pre-Completion Tax Returns to be signed and submitted to the appropriate Tax Authority on a timely basis and without amendment, provided that the Purchaser shall not be obliged to procure that the relevant Group Company takes any such action in relation to any Pre-Completion Tax Return that is not to the best of the foregoing), in a manner consistent, relevant Group Company’s knowledge correct and complete. 9.2 AWI or its duly authorised agents shall submit such documentation and shall have conduct of all matters (including correspondence) relating to the extent not unlawful, agreement of the Pre-Completion Tax Returns with past practice and in accordance with Applicable Lawsthe appropriate Tax Authority provided that, the Sellers shall:Purchaser shall be kept informed of material matters relating to those Pre-Completion Tax Returns. 5.1.1 prepare 9.3 The Purchaser or its duly authorised agents shall procure that the Group Companies or its duly authorised agents shall (at the sole cost and submit when due (unless prevented from so doing by the delay or default expense of the Buyers or the Company or any Affiliate of the BuyersGroup Companies) prepare the Tax Returns of the Company; 5.1.2 prepare and submit when due (unless prevented from so doing by the delay or default Group Companies in respect of the Buyer or the Company or any Affiliate of the Buyers) for the Company of all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax; 5.1.3 deal with all correspondence relating to and agreement of the Company’s Tax liabilities, for the Relevant Accounting Periods and all negotiations relating to such mattersbeginning on or before, provided that but ending after, Completion (the Sellers shall not agree to settle such matters without the Buyers’ prior written consent (not to be unreasonably withheld or delayed“Straddle Tax Returns”); and 5.1.4 deliver all tax documents which require to be signed by or on behalf of the Company . Before submission to the Buyers for authorisation and signing by relevant Tax Authority, the Company Straddle Tax Returns shall be provided to AWI or its duly authorised agents in draft form at least 5 sixty (five60) Business Days prior to before the last date on which such documents must the Straddle Tax Returns may be filed with the applicable Tax Authority without incurring interest and penalties provided the relevant Tax Authority or Applicable Law do not require a liability shorter deadline, in which case the Purchaser shall immediately inform AWI of the shorter deadline and shall provide the Straddle Tax Returns to AWI as soon as reasonably practicable before the deadline expires. The Purchaser shall procure that the relevant Group Company reflects all reasonable comments on the Straddle Tax Returns received from AWI not later than twenty (20) Business Days before the last date on which the Straddle Tax Returns may be filed with the applicable Tax Authority without incurring interest and penalties (provided the Purchaser has provided the Straddle Tax Returns to AWI before such date in case Tax Authority or Applicable Law have required a fine or penalty. 5.2 The Sellers shall ensure shorter date and Purchaser has provided AWI with the relevant information as described above, Purchaser must only reflect such commens from AWI that also have been provided as soon as reasonable practicable, but not later than three (3) Business Days before the deadline expires) and causes the Pre-Completion Tax Affairs are dealt with as promptly as reasonably practical Returns to be signed and submitted to the appropriate Tax Authority on a timely basis. 9.4 The Purchaser or its duly authorised agents shall prepare and submit such documentation and shall ensure that: 5.2.1 have conduct of all matters (including correspondence) relating to the Buyers are agreement of the Straddle Tax Returns with the appropriate Tax Authority provided that AWI or its duly authorised agent shall be kept informed in reasonable detail of the progress of all matters relating to the Pre-Completion those Straddle Tax Affairs; 5.2.2 the Buyers receive copies of all material written correspondence sent after Completion in relation to the Pre-Completion Tax Affairs; 5.2.3 no tax document is submitted to a Tax Authority which is, so far as the Sellers are aware, misleading, untrue or inaccurate; and 5.2.4 the Buyers are Returns and shall be given the opportunity to review and comment on any material correspondence or Tax Return documentation which shall be submitted to it at least 15 ten (fifteen10) business days Business Days prior to its submission to the relevant Tax Authority; and 5.2.5 Authority provided a shorter deadline is not required by the Buyers are given relevant Tax Authority or by Law in which case, AWI should be informed as soon as reasonably practicable. The Purchaser or its duly authorised agents shall in the opportunity to approve any material correspondence or Tax Return which relate to the Tax affairs form of the Company in respect of any period beginning after the Accounts Date at least 15 (fifteen) business days prior to its submission documentation actually submitted to the relevant Tax Authority. 5.3 The Sellers Authority take into account all reasonable comments received from AWI provided that the Purchaser shall not object be obliged to procure that the Buyers making an election under Section 338(g) of the United States Internal Revenue Code unless relevant Group Company takes any such election could result in an adverse tax impact on the Sellers (or any of them). 5.4 The Buyers shall procure that: 5.4.1 there is given to the Sellers’ professional advisers authority to conduct the Pre-Completion Tax Affairs and such authority is confirmed to any relevant Tax Authority; 5.4.2 the Sellers and their advisers are promptly sent a copy of any communication from a Tax Authority relating to the Pre-Completion Tax Affairs; 5.4.3 the Sellers (and their advisers) shall be provided with such information and assistance (including assistance from employees of the Buyers or the Company) and permitted to take copies of and granted access to such accounts, books, documents and records of or relating to the Company as they may reasonably require in connection with the matters referred to at paragraph (a) above; 5.4.4 the Company shall not (unless so directed by the Sellers): (a) amend, withdraw or disclaim any election or claim previously made; nor (b) disclaim any allowance or Relief; and 5.4.5 the Company: (a) makes such claims (including, but not limited to, claiming or disclaiming capital allowances, depreciation allowances and claiming roll-over reliefs); (b) executes such documents (including but not limited to returns of profits and losses and amended returns); and (c) does such other things action in relation to the Relevant Accounting Periods, in each case, as reasonably directed in writing by the Sellers and in a manner consistent, any Straddle Tax Returns that is not to the extent not unlawful, with past practice best of the relevant Group Company’s knowledge correct and in accordance with Applicable Lawscomplete. 5.5 To the extent that 9.5 Where there is a conflict between the provisions of this paragraph 5 conflict with the provisions 9 and paragraph 10 (Conduct of Clause 14 of the AgreementTax Proceedings), the provisions of that Clause paragraph 10 shall prevailtake precedence over this paragraph 9.

CONDUCT OF PRE-COMPLETION TAX AFFAIRS. The Seller’s obligations and rights 5.1 The Sellers 4.1 Subject to the remaining provisions of this Schedule 8 (Tax Covenant), the Purchaser or its duly authorised agents shall (at the cost of the Company) have the sole conduct of all Tax affairs of each of the Company’s Group Companies from Completion. 4.2 The Seller or its duly authorised agent shall, at the Group Companies’ cost and expense, prepare the corporation tax affairs as regards returns, filings and computations of each Group Company for all accounting periods Accounting Periods ended on or before Completion and, in relation to any accounting periods beginning before Completion but ending after Completion, as regards that part of any such period which falls on or before Completion (the “Relevant Accounting Periods”) as more particularly described in this paragraph 5.1 (the “Pre-Completion Tax AffairsReturns”), if the same have not been prepared before Completion, and submit them to the Purchaser. 4.3 The Purchaser shall procure that the Pre-Completion Tax Returns prepared pursuant to paragraph 4.2 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with any amendments as the Seller shall agree (such agreement not to be unreasonably withheld or delayed) and in particular the Purchaser shall give the Seller or its agent all reasonable assistance to finalise those returns, filings and computations. 4.4 The Seller or its duly authorised agent shall, at the Group Companies’ cost and expense, prepare all documents and shall have conduct of all matters (but without limitation including correspondence) relating to the generality of the foregoing), in a manner consistent, to the extent not unlawful, with past practice and in accordance with Applicable Laws, the Sellers shall: 5.1.1 prepare and submit when due (unless prevented from so doing by the delay or default of the Buyers or the Company or any Affiliate of the Buyers) the Pre-Completion Tax Returns of the Company; 5.1.2 prepare and submit when due (unless prevented from so doing by the delay or default of the Buyer or the Company or any Affiliate of the Buyers) for the Company of all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax; 5.1.3 deal with all correspondence relating to and agreement of the Company’s Tax liabilities, for the Relevant Accounting Periods and all negotiations relating to such matters, provided that the Sellers Seller shall not transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation Authority, in each case relating to settle such matters the Pre-Completion Tax Returns, without the Buyers’ prior written consent of the Purchaser (not to be unreasonably withheld or delayed); and 5.1.4 deliver all tax documents which require to be signed by or on behalf of the Company to the Buyers for authorisation and signing by the Company at least 5 (five) Business Days prior to the last date on which such documents must be filed without incurring a liability to a fine or penalty. 5.2 The Sellers shall ensure that the 4.5 In respect of any Pre-Completion Tax Affairs are dealt Return that has been submitted to a Taxation Authority (whether before Completion, or after Completion in accordance with as promptly as reasonably practical and shall ensure that:this paragraph 4): 5.2.1 (a) if following such submission there is any change in law allowing carry-back or increased carry back of Reliefs arising on or before Completion to an earlier Accounting Period than the Buyers are kept informed one in reasonable detail of which such Relief arose, then the progress of all matters relating to the Seller may amend any such Pre-Completion Tax Affairs;Return(s) in order use such Relief(s) (other than any Accounts Relief) to create an Overprovision or Tax Refund for the purposes of this Schedule (although, for the avoidance of doubt, not in such a way that would create any Tax Liability in respect of which the Seller would be liable under this Schedule 8 or in respect of the Tax Warranties (or would be but for any applicable time or financial limits)), and the provisions of paragraph 4.3 shall apply mutatis mutandis; and 5.2.2 (b) the Buyers receive copies of all material written correspondence sent after Completion in relation to the Seller may amend any such Pre-Completion Tax Affairs;Return(s), and make any claims or elections on behalf of any Group Company that is tax resident in the United Kingdom, and do any such other things as may be required, in order to: (i) reduce or eliminate the amount of Group Relief surrendered by any member of the Seller’s Group to such Group Company for an accounting period, and (ii) in relation to any accounting period ending on or before Completion, may claim or procure that any Group Company that is tax resident in the United Kingdom shall claim any previously disclaimed capital allowances to the extent permitted by law in order to reduce or eliminate any liability of such Group Company to pay Tax as a result of the actions referred to in (i) above. 5.2.3 no tax document is submitted 4.6 The Purchaser shall: (a) not submit any substantive correspondence or submit to any Taxation Authority or agree any return or computation of a Tax Authority which is, so far as Group Company relating to any Accounting Period beginning before but ending after Completion without giving the Sellers are aware, misleading, untrue or inaccurateSeller a reasonable opportunity to comment and taking account of any reasonable representations made by the Seller thereon; and 5.2.4 (b) procure that no Group Company amends or withdraws any return or computation or any claim, election, surrender or consent made by it for any Accounting Periods ended on or before Completion without the Buyers are given the opportunity to review and comment on any material correspondence or Tax Return at least 15 (fifteen) business days prior to its submission to the relevant Tax Authority; and 5.2.5 the Buyers are given the opportunity to approve any material correspondence or Tax Return which relate to the Tax affairs written consent of the Company in respect of any period beginning after the Accounts Date at least 15 Seller (fifteen) business days prior not to its submission to the relevant Tax Authority. 5.3 The Sellers shall not object to the Buyers making an election under Section 338(g) of the United States Internal Revenue Code unless such election could result in an adverse tax impact on the Sellers (be unreasonably withheld or any of themdelayed). 5.4 4.7 The Buyers Seller shall procure that: 5.4.1 there is given that the Purchaser or its duly authorised agents, and the Purchaser shall procure that the Seller and its duly authorised agents, shall each be provided with such information and assistance and access to the Sellers’ professional advisers authority to conduct the Pre-Completion Tax Affairs such documents and such authority is confirmed records of or relating to any relevant of the Group Companies as the other may reasonably require in connection with the matters referred to in this paragraph 4. 4.8 Where this is any conflict between the provisions of this paragraph 4 and paragraph 5 (Conduct of Tax Authority;Demands) the provisions of paragraph 5 shall prevail. 5.4.2 4.9 The Seller shall procure that the Sellers and their advisers are promptly sent a copy of any communication from a Tax Authority relating to the Pre-Completion Tax Affairs; 5.4.3 the Sellers (and their advisers) Purchaser or its duly authorised agents shall be provided with such information and assistance (including assistance from employees of the Buyers or the Company) and permitted to take copies of and granted access to such accounts, books, documents and records of or relating to any of the Company Group Companies as they may reasonably require in connection with the matters referred to at paragraph (a) above; 5.4.4 the Company shall not (unless so directed by the Sellers): (a) amend, withdraw or disclaim any election or claim previously made; nor (b) disclaim any allowance or Relief; and 5.4.5 the Company: (a) makes such claims (including, but not limited to, claiming or disclaiming capital allowances, depreciation allowances and claiming roll-over reliefs); (b) executes such documents (including but not limited to returns of profits and losses and amended returns); and (c) does such other things in relation to the Relevant Accounting Periods, in each case, as reasonably directed in writing by the Sellers and in a manner consistent, to the extent not unlawful, with past practice and in accordance with Applicable Laws. 5.5 To the extent that the provisions of this paragraph 5 conflict with the provisions of Clause 14 of the Agreement, the provisions of that Clause shall prevail4.