Common use of Over Provisions Clause in Contracts

Over Provisions. 9.1 If (at the request and expense of the Warrantors) the Auditors certify that any provision in the Accounts or the Completion Accounts for any Taxation has proved to be an over-provision the Purchaser shall as soon as reasonably practicable thereafter repay to the Warrantors the lesser of: 9.1.1 the amount over-provided (as certified by the Auditors); and 9.1.2 the aggregate amount (if any) paid by the Warrantors under clause 2 prior to the certification of the over- provision less any part of such amount previously repaid to the Warrantors under any provision of this Deed or otherwise. 9.2 If upon certification of an over-provision by the Auditors pursuant to clause 9.1, the amount mentioned in clause 9. 1 .1 exceeds the amount mentioned in clause 9.1.2, the amount of the excess shall be set against (and so shall reduce or eliminate) any liability of the Warrantors under clause 2 which arises after such certification, as and when such liability arises. 9.3 Upon the Company or the Purchaser becoming aware that there has or probably has been an over-provision within the meaning of clause 9.1, the Purchaser shall as soon as reasonably practicable give notice of that fact to the Warrantors. 9.4 In certifying any over-provision pursuant to clause 9.1, the Auditors shall act as experts and not as arbitrators and their certificate shall (in the absence of manifest error) be conclusive and binding on all concerned.