Common use of Overprovisions Clause in Contracts

Overprovisions. 6.1 If, on or before the date falling twelve (12) months from the Completion Date, the Management Shareholders believe that there is an Overprovision, the Management Shareholders shall notify the Purchaser and if the auditors for the time being of the Company or any Subsidiary determine (at the request and expense of the Management Shareholders) that there is an Overprovision, then: 6.1.1 the amount of any Overprovision shall first be set off against any payment then due from the Management Shareholders under this Management Tax Covenant; 6.1.2 to the extent that there is an excess, a refund shall be made to the Management Shareholders of any previous payment or payments made by the Management Shareholders under this Management Tax Covenant or in respect of a breach of any of the Tax Warranties (and not previously refunded under this Management Tax Covenant) up to the amount of that excess; and 6.1.3 to the extent that the excess referred to in clause 6.1.1 is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments that become due from the Management Shareholders under this Management Tax Covenant or for breach of the Tax Warranties. 6.2 After the Company’s or the Subsidiaries’ auditors have made a determination under clause 6.1, the Management Shareholders or the Purchaser may, at any time on or before the date falling twelve (12) months from the Completion Date, request the auditors for the time being of the Company or the relevant Subsidiary to review and, if necessary and as appropriate, amend the original determination (at the expense of the party requesting the review, or where a payment becomes due under this clause 6.2, at the expense of the party required to make that payment) and an adjusting payment equal to the amount of any disparity between the original and revised determinations shall be made by or to the Management Shareholders as soon as reasonably practicable.

Overprovisions. 6.1 If, on or before the date falling twelve (12) months from seventh anniversary of the Completion Date, the Management Shareholders believe Buyer believes that there is an Overprovision, the Management Shareholders Buyer shall notify the Purchaser Seller and if the auditors for the time being of the Company or any Subsidiary determine (at the request and expense of the Management ShareholdersSeller) that there is an Overprovision, then: 6.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Management Shareholders Seller under this Management Tax Covenant; 6.1.2 to the extent that (b) if there is an excess, a refund shall be made to the Management Shareholders Seller of any previous payment or payments made by the Management Shareholders Seller under this Management Tax Covenant or in respect of a breach of any of the Tax Warranties (and not previously refunded under this Management Tax Covenant) up to the amount of that excess; and 6.1.3 to the extent that (c) if the excess referred to in clause 6.1.1 paragraph 6.1(b) is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments that become due from the Management Shareholders Seller under this Management Tax Covenant or for breach of the Tax WarrantiesCovenant. 6.2 After the Company’s or the Subsidiaries’ 's auditors have made a determination under clause paragraph 6.1, the Management Shareholders Seller or the Purchaser Buyer may, at any time on or before the date falling twelve (12) months from seventh anniversary of the Completion Date, request the auditors for the time being of the Company or the relevant Subsidiary to review and, if necessary and as appropriate, amend the original determination (at the expense of the party requesting the review, or where a payment becomes due under this clause 6.2, paragraph 6.2 at the expense of the party required to make that payment) and an adjusting payment equal to the amount of any disparity between the original and revised determinations shall be made by or to the Management Shareholders Seller as soon as reasonably practicable.