Windfall Sample Clauses

Windfall. 3.1 The Buyer shall at the written request of the Sellers require the Auditors to determine (as experts and not as arbitrators and at the sole expense of the Sellers) whether any Tax Liability which has resulted in any sum having been paid by the Sellers under the Tax Covenant or in respect of the Tax Warranties (such sum being the Relevant Amount), has given rise to a relief which is not an Accounts Relief and which would not otherwise have arisen (Windfall Relief) and a liability of the Target to make an actual payment of Tax (not being a Relevant Tax Liability) has been satisfied or avoided by the use of that Windfall Relief and, if the Auditors so determine, the lesser of the amount by which that liability has been satisfied or avoided and the Relevant Amount, shall be dealt with in accordance with paragraph 3.2. 3.2 Where it is provided under paragraph 3.1 that any amount is to be dealt with in accordance with this paragraph 3.2: (a) the amount shall first be set off against any payment then due from the Sellers under the Tax Covenant or in respect of the Tax Warranties; (b) to the extent there is an excess, a refund shall be made to the Sellers of any previous payment made by the Sellers under the Tax Covenant or in respect of the Tax Warranties and not previously refunded under this paragraph 3 up to the amount of such excess; and (c) to the extent that the excess referred to in paragraph 3.2(b) is not exhausted thereunder, the remainder of that excess shall be carried forward and set off against any future payment which becomes due from the Sellers under the Tax Covenant or in respect of the Tax Warranties.