Common use of Overprovisions Clause in Contracts

Overprovisions. 4.1 The Sellers may at any time up to the date which is one (1) month after the date on which the Purchaser Tax Claim Period expires, require the auditors for the time being of a Target Group Company to certify the existence and amount of any Overprovision and the Purchaser shall provide, or procure that the relevant Target Group Company provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect. 4.2 Subject to paragraphs 4.4 and 4.5 below: (a) the amount of any Overprovision shall first be set against any payment then due from the Sellers under this Schedule or for breach of a Tax Warranty; (b) to the extent there is an excess, a payment shall promptly be made to the Sellers equal to the aggregate of any payment or payments previously made by the Sellers under this Schedule or for breach of a Tax Warranty up to the amount of such excess; and (c) to the extent that there is any remaining excess, the amount shall be carried forward to set against future claims under this Schedule or under a Tax Warranty. 4.3 Either the Sellers or the Purchaser may, at their own expense, require any certificate produced in accordance with paragraph 4.1 above to be reviewed by the auditors for the time being of a Target Group Company in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended. 4.4 If following a request under paragraph 4.1 the certificate is amended, the revised amount of the Overprovision shall be substituted for the purposes of paragraph 4.2, and any adjusting payment that is required shall be made forthwith. 4.5 For the purposes of this paragraph, any Overprovision shall be determined without regard to any Tax Refund to which paragraph 7 applies or any payment or Relief to which paragraph 11 applies.

Overprovisions. 4.1 5.1 The Sellers Covenantor may at any time up to the date which is one (1) month after the date on which the Purchaser Tax Claim Period expires, require the auditors for the time being of a Target Group the Company to certify (at the Covenantor’s expense) the existence and amount of any Overprovision overprovision and the Purchaser Buyer shall provide, or procure that the relevant Target Group Company provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect. 4.2 Subject 5.2 If any liability contingency or provision in the Kemira Completion Accounts has proved to paragraphs 4.4 and 4.5 belowbe an overprovision, then the amount of such overprovision shall be dealt with in accordance with paragraph 5.3. 5.3 Where it is provided under paragraph 5.2 that any amount is to be dealt with in accordance with this paragraph 5.3: (a) the amount of any Overprovision the overprovision shall first be set against any payment then due from the Sellers Covenantor under this Schedule schedule or for breach other provision of a Tax Warrantythis agreement; (b) to the extent there is an excess, a payment refund shall promptly be made to the Sellers equal to the aggregate Covenantor of any previous payment or payments previously made by the Sellers Covenantor under this Schedule schedule or for breach other provision of a Tax Warranty this agreement (and not previously refunded) up to the amount of such the excess; and (c) to the extent that there the excess referred to in paragraph 5.3(b) is any remaining excessnot exhausted under that paragraph, the amount remainder of that excess shall be carried forward to and set against any future claims payment or payments which become due from the Covenantor to the Buyer under this Schedule schedule or under a Tax Warrantyother provision of this agreement. 4.3 Either the Sellers or the Purchaser may, at their own expense, require any certificate produced in accordance with paragraph 4.1 above to be reviewed by the auditors for the time being of a Target Group Company in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended. 4.4 If following a request under paragraph 4.1 the certificate is amended, the revised amount of the Overprovision shall be substituted for the purposes of paragraph 4.2, and any adjusting payment that is required shall be made forthwith. 4.5 5.4 For the purposes of this paragraphparagraph an overprovision exists if: (a) any liability in respect of Tax has been overstated in the Kemira Completion Accounts, or such liability has been discharged or satisfied below the amount attributed thereto in the Kemira Completion Accounts; or (b) any Overprovision shall contingency or provision in respect of Tax in the Kemira Completion Accounts proves to be determined without regard to any Tax Refund to which paragraph 7 applies or any payment or Relief to which paragraph 11 appliesoverstated.

Overprovisions. 4.1 3.1 The Sellers Seller may at any time up to the date which is one (1) month after the date on which the Purchaser Tax Claim Period expires, require the auditors for the time being of a the Target Group Company to certify certify, at the Seller’s request and expense, the existence and amount of any Overprovision and the Purchaser shall provide, or procure that the relevant Target Group Company provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect. 4.2 3.2 Subject to paragraphs 4.4 3.4 and 4.5 3.5 below: (a) the amount of any Overprovision shall first be set against any payment then due from the Sellers Seller under this Schedule or for breach of a Tax Warranty;Agreement; and (b) to the extent there is an excess, a payment shall promptly be made to the Sellers Seller equal to the aggregate of any payment or payments previously made by the Sellers Seller under this Schedule or for breach of a Tax Warranty Agreement (and not previously refunded under this Agreement) up to the amount of such excess; and (c) the excess and to the extent that there is any remaining excess, a payment shall promptly be made to the Seller equal to the amount shall be carried forward to set against future claims under this Schedule or under a Tax Warrantyof the excess. 4.3 3.3 Either the Sellers Seller or the Purchaser may, at their own its expense, require any certificate produced in accordance with paragraph 4.1 3.1 above to be reviewed by the auditors for the time being of a the Target Group Company in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended. 4.4 3.4 If following a request under paragraph 4.1 3.1 the certificate is amended, the revised amount of the Overprovision shall be substituted for the purposes of paragraph 4.23.2, and any adjusting payment that is required shall be made forthwith. 4.5 3.5 For the purposes of this paragraph, any Overprovision shall be determined without regard to any Tax Refund tax refund to which paragraph 7 6 applies or any payment or Relief relief to which paragraph 11 10 applies.

Overprovisions. 4.1 The Share Sellers may at any time up to the date which is one (1) month after the date on which the Purchaser Tax Claim Period expires, require the auditors for the time being of a any relevant Target Group Company to certify certify, at the Share Sellers’ request and expense, the existence and amount of any Overprovision and the Share Purchaser shall provide, or procure that the relevant each Target Group Company provides, any information or assistance required for the purpose of production by the auditors of a certificate to that effect. 4.2 Subject to paragraphs 4.4 and 4.5 below: (a) the amount of any Overprovision shall first be set against any payment then due from the Share Sellers under this Schedule or for breach of a any Tax Warranty; (b) to the extent there is an excess, a payment shall promptly be made to the Share Sellers equal to the aggregate of any payment or payments previously made by the Share Sellers under this Schedule or for breach of a any Tax Warranty (and not previously refunded under this Schedule) up to the amount of such the excess; and (c) to the extent that there is any remaining excess, a payment shall promptly be made to the Share Sellers equal to the amount shall be carried forward to set against future claims under this Schedule or under a Tax Warrantyof the excess. 4.3 Either the Share Sellers or the Share Purchaser may, at their own its expense, require any certificate produced in accordance with paragraph 4.1 above to be reviewed by the auditors for the time being of a any relevant Target Group Company in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended. 4.4 If following a request under paragraph 4.1 the certificate is amended, the revised amount of the Overprovision shall be substituted for the purposes of paragraph 4.2, and any adjusting payment that is required shall be made forthwith. 4.5 For the purposes of this paragraph, any Overprovision shall be determined without regard to any Tax Refund tax refund to which paragraph 7 applies or any payment or Relief relief to which paragraph 11 applies.