Tax Refunds and Overprovisions Clause Samples

Tax Refunds and Overprovisions. (1) The Purchaser shall pay to the Seller the amount of a refund (including interest thereon) of Taxes relating to any Tax periods (or parts of a Tax period) up to and including December 31, 2025, which exceeds the amount of the Tax receivables included in the Financial Statements for Taxes (the “Tax Refund”)). Any such payment shall be due and payable within twenty (20) Business Days after such Tax Refund has been received by any German Target Group Company by cash payment, set-off, deduction or otherwise. (2) The Purchaser shall promptly pay to the Seller an amount equal to any Tax liabilities and Tax accruals and provisions included, also as part of other liabilities, accruals and provisions, in the Financial Statements, if and to the extent it turns out that such liabilities, accruals or provisions can be dissolved as overstated after December 31, 2025 pursuant to the applicable statutory accounting principles, unless such liabilities, accruals or provisions have excluded a Tax Indemnification Claim pursuant to Section 10.3 (1) a (the “Overprovision”)). (3) The Purchaser shall, and shall procure (steht dafür ein) that the German Target Group Companies, (i) promptly notify the Seller in writing of (A) the receipt (including, but not limited to, by way of set-off or deduction) of any Tax Refund and (B) the occurrence of any Overprovision and (ii) upon the Seller’s written request deliver to the Seller within six (6) months following such request a written statement of a reputable audit firm (Wirtschaftsprüfungsgesellschaft) nominated by the Seller confirming that the Purchaser has fully complied with these notification obligations, including a confirmation of the notified amounts.