Overprovisions. 6.1 If, on or before the seventh anniversary of Completion, the auditors for the time being of the Company certify (at the request and expense of the Warrantor) that any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be an Overprovision, then:
Overprovisions. 6.1 The Sellers acting jointly may require the auditors for the time being of any relevant Target Company to certify, at the Sellers’ expense, the existence and amount of any Overprovision and the Purchaser shall provide, or procure that each Target Company provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect.
Overprovisions. 4.1 The Vendor or the Relevant Vendor may require the auditors for the time being of any Sale Company or of any Subsidiary to certify, at the Vendor's or the Relevant Vendor's request and expense, the existence and amount of any Overprovision and the Purchaser shall provide, or procure that each Relevant Purchaser, each Sale Company and each Subsidiary provide, any information or assistance required for the purpose of production by the auditors of a certificate to that effect.
Overprovisions. 5.1 If, on or before the seventh anniversary of Completion the auditors for the time being of a Group Company determine (at the request and expense of the Principal Seller) that there is an Overprovision, then:
Overprovisions. 6.1 If, on or before the seventh anniversary of the Completion Date, the Buyer believes that there is an Overprovision, the Buyer shall notify the Seller and if the auditors for the time being of the Company determine (at the request and expense of the Seller) that there is an Overprovision, then:
Overprovisions. 6.1 If, on or before the last date on which a Claim could be made against the Seller pursuant to paragraph 2 above, the auditors for the time being of any Transferred Company (or, if such auditors are unable or unwilling to act, such independent firm of chartered accountants as is nominated by the Seller) determine (at the request and expense of the Seller) that there is an Overprovision, then:
Overprovisions. (a) If any member of Purchaser Group becomes aware that any liability, provision or reserve for Taxes which have been taken into account in calculating Working Capital in the Closing Statement is likely to be an Overprovision (other than to the extent the Overprovision would arise or be increased as a result of any retrospective change in the law after the Financial Closing Date or any Purchaser's Relief) Purchaser shall promptly give details of such Overprovision by written notice to Seller.
Overprovisions. 6.1 Subject to paragraph 6.2, if, on or before the first anniversary of Completion, the auditors for the time being of the Company certify (at the request and at the expense of the Covenantors) that any provision for Tax in the Accounts (other than a provision for deferred tax) has proved to be an Overprovision (and that Overprovision has not been taken into account in computing any liability of the Covenantors under the Tax Warranties or under this Tax Schedule), then:
Overprovisions. If any provision for taxation (other than a provision for deferred tax but including, for the avoidance of doubt, any provision whether specific or general in respect of the Reserve Matters) in the Accounts has proved to be an over-provision (except to the extent that such over-provision result from the utilisation of an Accounts relief or post-Accounts Date relief) then an amount equal to such over-provision shall be dealt with in accordance with sub-paragraph 10.2 below. Where, pursuant to sub- paragraph 10.1 any amount (the "Relevant Amount") is to be dealt with in accordance with this sub-paragraph 10.2; the Relevant Amount shall be first set off against any payment then due from the Covenantor under this Schedule; to the extent that there is an excess, a refund shall be made to the Covenantor of any previous payment or payments made by them under this Schedule and not previously refunded under this sub-paragraph, up to the amount of such excess; and to the extent that the excess referred to in sub- paragraph 10.2.2 is not exhausted under that sub-paragraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which shall become due from the Covenantor under this Schedule. For the purposes of paragraph 10.2, no relief shall be treated as having arisen until it has been realised by the Company or relevant Subsidiary in money or money's worth. Secondary Tax Liabilities The Purchaser covenants to pay to the Covenantor an amount equal to any taxation liability or taxation claim recoverable from the Covenantor and all reasonable costs and expenses attributable thereto or arising in connection therewith by reason of the Company or any of the Subsidiaries failing to meet its primary liability to taxation when due under ICTA sections 767A and 767AA in respect of corporation tax assessed on the Company (but excluding any liability to taxation to the extent that it is a taxation liability in respect of which Covenantor is liable under paragraph 2 of for breach of the Warranties relating to tax). The Purchaser shall pay any amount which is required to be paid by it pursuant to paragraph 11.1 on or before the fifth Business Day before the date on which the taxation in question has to be paid to the appropriate taxation authority in order to avoid incurring a liability to interest or a charge or penalty in respect of that taxation or, if later, not more than five Business days following the date on which the Coven...
Overprovisions. 7.1 If the Purchaser becomes aware that any allowance, provision or reserve for Tax in the Closing Statement is an overprovision, other than an overprovision which is attributable to (a) the utilisation or availability of any Closing Statement Relief or Purchaser’s Relief or (b) any matter referred to in paragraph 8.3 of Schedule 7 (Limitation of Liabilty under Clause 10) (and, for the avoidance of doubt, any decision in relation to judicial proceedings giving rise to PIS/COFINS will not constitute such a matter for these purposes) (an “Overprovision”), or becomes aware that any Tax Liability which has resulted in a payment being made by (or becoming due from) the Seller under this Schedule has given rise to a Corresponding Saving for any Target Group Company, then the Purchaser shall within 14 (fourteen) days give written details thereof to the Seller and the Seller may, upon receiving such notice, or in the absence of such notice, at any time request the auditors for the time being of the relevant Target Group Company to certify (at the expense of the Seller) the amount of such Overprovision and/or a Corresponding Saving, and the amounts so certified shall, be dealt with in accordance with paragraph 7.2
