Common use of Overprovisions Clause in Contracts

Overprovisions. 7.1 If any provision for Tax (excluding deferred tax) contained in the Completion Accounts shall at the date of any payment by the Warrantors pursuant to Part 3 of this Schedule be or have been (at the request of the Sellers’ Representative and at the expense of the Warrantors ) certified by the Target Group Company’s auditors for the time being to be, or otherwise be shown to have been, an overprovision (applying the accounting policies, principles and practices adopted in relation to the preparation of the Completion Accounts), the value of such overprovision (the “Overprovision Amount”) shall: 7.1.1 first be set off against any payment then due from the Warrantors under this Schedule; 7.1.2 secondly, to the extent that there is an excess, there shall be refunded to the Warrantors any previous payment or payments made by the Warrantors under Part 3 of this Schedule up to the amount of the excess; and 7.1.3 thirdly, to the extent that the excess referred to in Paragraph 7.1.2 has not been exhausted under that Paragraph, the remainder of such excess shall be carried forward and be set against any further such payment or payments in chronological order until exhausted. 7.2 The Overprovision Amount shall be calculated on the basis that no overprovision may arise or be increased by or as a result of: 7.2.1 any Event after Completion; 7.2.2 any change in Tax Statute or any increase in rates of Tax after Completion; or 7.2.3 the utilisation of any Accounts Relief or Post Completion Relief.

Overprovisions. 7.1 If any provision for Tax (excluding deferred tax) contained in 6.1 If, on or before the Completion Accounts shall at last date on which a Claim could be made against the date of any payment by the Warrantors Seller pursuant to Part 3 of this Schedule be or have been (at paragraph 2 above, the request of the Sellers’ Representative and at the expense of the Warrantors ) certified by the Target Group Company’s auditors for the time being of any Transferred Company (or, if such auditors are unable or unwilling to beact, or otherwise be shown to have been, an overprovision such independent firm of chartered accountants as is nominated by the Seller) determine (applying at the accounting policies, principles request and practices adopted in relation to the preparation expense of the Completion Accounts)Seller) that there is an Overprovision, the value of such overprovision (the “Overprovision Amount”) shallthen: 7.1.1 (A) the amount of any Overprovision (as determined by the auditors or the independent firm of chartered accountants) shall first be set off against any payment then due from the Warrantors Seller under this ScheduleSchedule or for breach of any of the Tax Warranties; 7.1.2 secondly, to the extent that (B) if there is an excess, there a refund shall be refunded made to the Warrantors Seller of any previous payment or payments made by the Warrantors Seller under Part 3 of this Schedule or for breach of any of the Tax Warranties (net of any Tax on such previous payment(s) and net of any such Tax that would have been payable but for the use or setting off of any Purchaser’s Relief), and not previously refunded under this Schedule, up to the amount of that excess; (C) if the excessexcess referred to in paragraph 6.1(B) above 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 Seller under this Schedule or for breach of any of the Tax Warranties; and 7.1.3 thirdly, (D) to the extent that the excess referred to in Paragraph 7.1.2 in paragraph 6.1(B) above is not exhausted and has not been exhausted under that Paragraph, the remainder of such excess shall be carried forward and be set off against any further such future payment or payments in chronological order until exhausted. 7.2 The Overprovision Amount shall be calculated on that become due from the basis that no overprovision may arise Seller under this Schedule or be increased by or as a result of: 7.2.1 any Event after Completion; 7.2.2 any change in Tax Statute or any increase in rates of Tax after Completion; or 7.2.3 the utilisation for breach of any Accounts Relief of the Tax Warranties by the last date on which a Claim could be made against the Seller pursuant to paragraph 2 above, the Purchaser or Post Completion Reliefthe relevant Purchasing Entity shall promptly make a payment to the Seller equal to that excess.

Overprovisions. 7.1 If any provision 11.1 If, on or before the seventh anniversary of Completion, the Buyer becomes aware that the Completion Accounts overprovide for Tax (excluding deferred taxTax) contained in the Completion Accounts Buyer shall at the date of any payment by notify the Warrantors pursuant to Part 3 of this Schedule be or have been and if the Auditors certify (at the request of the Sellers’ Representative and at the expense of the Warrantors Warrantors) certified by the Target Group Company’s auditors that any provision for the time being to be, or otherwise be shown to have been, an overprovision (applying the accounting policies, principles and practices adopted Tax in relation to the preparation of the Completion Accounts)Accounts has proved to be an Overprovision, the value of such overprovision (the “Overprovision Amount”) shallthen: 7.1.1 (a) the amount of any Overprovision shall first be set off against any payment then due from the Warrantors under this Schedule; 7.1.2 secondly, (b) to the extent that there is an excess, there a refund shall be refunded made to the Warrantors of any previous payment or payments made by the Warrantors under Part 3 of this Schedule (and not previously refunded) up to the amount of the such excess; and 7.1.3 thirdly, (c) to the extent that the excess referred to in Paragraph 7.1.2 has paragraph 11.1(b) is not been exhausted under that Paragraphexhausted, the remainder of such that excess shall will be carried forward and be set off against any further such future payment or payments in chronological order until exhaustedwhich become due from the Warrantors under this Schedule. 7.2 The Overprovision Amount 11.2 Where the Auditors have made a determination under paragraph 11.1, the Warrantors or the Buyer may on or before the seventh anniversary of Completion instruct the Auditors 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 paragraph 11.2, at the expense of the party which is required to make that payment) and an adjusting payment equal to the amount of any disparity between the original and revised determinations shall be calculated on made by the basis that no overprovision may arise Warrantors or be increased by or the Buyer (as a result of: 7.2.1 any Event after Completion; 7.2.2 any change in Tax Statute or any increase in rates of Tax after Completion; or 7.2.3 the utilisation of any Accounts Relief or Post Completion Reliefappropriate) as soon as reasonably practicable.