Common use of Overprovision Clause in Contracts

Overprovision. If at any time before the Other Claim Drop Dead Date, in the case of any liability of the Warrantors for any Relevant Breach, the amount of any provision, reserve (other than any provision or reserve for deferred taxation) or liability contained in or otherwise taken into account in, or in the preparation of, the Accounts and/or Closing Accounts is found to be in excess of the matter for which such provision of reserve was made, or the liability is discharged or satisfied below the amount attributed to such liability in the Accounts and/or Closing Accounts, or the value of assets contained in or otherwise taken into account in or in the preparation of the Accounts and/or Closing Accounts is found to have been understated (whether by reference to the position as at closing or as a result of subsequent events), the amount of such excess or of such understatement (“Excess Amount”) shall be applied in the following manner: (a) in the event that the Warrantors shall, prior to the date on which the Excess Amount is ascertained, have made any payment in respect of the Warranties, the Buyer shall repay to the Warrantors a sum equal to such part of the Excess Amount as does not exceed such prior payment by the Warrantors or such part of such prior payment as shall not have been repaid to the Warrantors under a previous application of this paragraph 12(a); and (b) where paragraph 12(a) above does not apply, or where such paragraph does apply but there remains a balance of the Excess Amount after part of the Excess Amount has been dealt with in accordance with that paragraph, the Excess Amount or the balance of the Excess Amount (as the case may be) shall be applied in reducing any liability of the Warrantors under the Warranties that may subsequently arise.

Overprovision. If at any time before the Other Claim Drop Dead Date, in the case of any liability of the Warrantors for any Relevant Breachfor, the amount of any provisionor in respect of, reserve Tax (other than any liability in respect of deferred Tax) which has been overstated in the Completion Accounts; and (j) any contingency or provision or reserve for deferred taxation) or liability contained in or otherwise taken into account infor, or in the preparation respect of, Tax in the Completion Accounts and/or Closing Accounts is found proves to be overstated; Refund: any repayment or right to a repayment of Tax which the Company is or becomes entitled to or receives in excess respect of an Event occurring on or before Completion or in respect of any period ended on or before Completion where or to the matter for which extent such provision of reserve repayment was made, or the liability is discharged or satisfied below the amount attributed to such liability not included as an asset in the Accounts and/or Closing Completion Accounts; Relief: any relief, loss, allowance, credit, debit, charge, expense, exemption, set off or any deduction in computing, reducing or eliminating Tax or profits, income or gains of any description or from any source for the value purposes of assets contained in Tax and any right to a repayment of Tax; Sellers’ Relief: any Relief other than a Buyer’s Relief; Specified Saving: a payment, Relief or otherwise taken into account in or in saving obtained by the preparation of the Accounts and/or Closing Accounts is found to have been understated (whether by reference to the position as at closing or Company as a result of subsequent events), a payment by the Sellers under this Schedule or the Tax Warranties which would not have arisen but for the payment received from the Sellers provided that an amount shall only be a Specified Saving if it gives rise to an actual saving of Tax and not merely a saving arising from timing differences; Specified Saving Amount: the amount of Tax, on the basis of the tax rates current at the Accounts Date, that has been saved by the Company as a result of the Specified Saving, less any reasonable costs of recovering or obtaining such excess Specified Saving and less any Tax suffered by the Company or the Buyer which would not have been suffered at that time but for the Specified Saving; Straddle Period: the accounting period of such understatement the Company beginning before Completion and ending after Completion; Tax: any and all forms of taxation, levy, contributions, duty, impost, charge, tariff, withholding, deduction, rate and governmental charge (“Excess Amount”) shall be applied in the following manner: (awhether national or local) in the event nature of tax whenever created, enacted or imposed and whether of the United Kingdom or elsewhere, and any amount payable to any Tax Authority or any other person as a result of any enactment relating to tax but excluding general or business rates, together with all penalties, charges, surcharges, fines and interest regardless of whether such taxes, penalties, charges, surcharges, fines and/or interest are directly or indirectly or primarily chargeable or attributable to the Company; Tax Assessment: (k) any claim, notice, demand, assessment, letter, determination or other document issued or action taken by or on behalf of a Tax Authority or any other circumstance whereby it appears to the Buyer that the Warrantors shallCompany is, prior or may become, subject to a Tax Liability and whether or not such Tax Liability is primarily or directly payable by or attributable to the date on which Company; and (l) any self-assessment made by the Excess Amount is ascertained, have made any payment Company in respect of any Tax Liability which it considers that it is, or may become, liable to pay; Tax Authority: any taxing, fiscal or other authority (wherever situated) competent to impose, collect or enforce any liability to Tax, including HMRC; Tax Claim: any Tax Assessment that comes to the Warranties, attention of the Buyer shall repay or the Company from which it appears that the Sellers are, or may become, liable to the Warrantors Buyer under paragraph 2 (Covenant by the Sellers) of this Schedule or for a sum equal to such part breach of the Excess Amount as does not exceed such prior payment by the Warrantors or such part of such prior payment as shall not have been repaid to the Warrantors under a previous application of this paragraph 12(a); and (b) where paragraph 12(a) above does not apply, or where such paragraph does apply but there remains a balance of the Excess Amount after part of the Excess Amount has been dealt with in accordance with that paragraph, the Excess Amount or the balance of the Excess Amount (as the case may be) shall be applied in reducing any liability of the Warrantors under the Warranties that may subsequently arise.Tax Warranties;