THIS DEED is made on October 1, 1999
BETWEEN:
(1) OCWEN FINANCIAL CORPORATION a company incorporated in Delaware, of 1675
Palm Beach Xxxxx Xxxxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, Xxxxxx
Xxxxxx of America (the "VENDOR"); and
(2) MALVERN HOUSE ACQUISITION, a company incorporated in England and Wales
(registered no. 3830357), of Xxxxxxxxxx Xxxxxx, 000-000 Xxxxxxx, Xxxxxx,
XX0X 2TH, the United Kingdom (the
"PURCHASER").
WHEREAS this Deed is entered into pursuant to the agreement for the sale and
purchase of all of the issued share capital of Ocwen UK plc, a company
incorporated in England and Wales (registered number 3389478), whose registered
office is at Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx XX0
0XX (the "COMPANY") between the Vendor and the Purchaser dated of even date
herewith (the "AGREEMENT").
THIS DEED WITNESSES as follows:
1. INTERPRETATION
1.1 In this Deed:
"ACCOUNTS RELIEF" means a Relief, the availability of which has been
shown or referred to as an asset in the Accounts or has been taken into
account in computing (and reducing) a provision for deferred tax which
appears in the Accounts or has resulted in no provision for deferred tax
being made in the Accounts;
"ASSESSMENT" means a claim, assessment, notice, demand or other document
issued or action taken by or on behalf of a Tax Authority or any other
person by which a Group Company is liable or is sought to be made liable
to make a payment to the Tax Authority (whether or not the payment is
primarily payable by the Group Company and whether or not the Group
Company has or may have a right of reimbursement against another person)
or is denied or sought to be denied a Relief;
"AUDITORS" means the auditors for the time being of the Group Company;
"EVENT" means an event, act, transaction or omission, including, without
limitation, a receipt or accrual of income or gains, distribution,
failure to distribute, acquisition, disposal, transfer, payment, loan or
advance;
"GROUP COMPANY" has the meaning given in the Agreement;
"POST-COMPLETION RELIEF" means a Relief which arises in respect of an
Event occurring after Completion or in respect of a period commencing
after Completion;
"RELIEF" means any loss, relief, allowance, exemption, set-off,
deduction, right to repayment or credit or other relief of a similar
nature granted by or available in relation to Tax pursuant to any
legislation or otherwise;
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"TAX" and "TAXATION" mean any form of taxation, levy, duty, (including,
for the avoidance of doubt, stamp duty and stamp duty reserve tax)
charge, contribution, withholding or impost in the nature of taxation
(excluding rates but including any related fine, penalty, surcharge or
interest) imposed, collected or assessed by, or payable to, a Tax
Authority;
"TAX AUTHORITY" and "TAXATION AUTHORITY" mean any government, state or
municipality or any local, state, federal or other fiscal, revenue,
customs or excise authority, body or official anywhere in the world
including, without limitation, the Inland Revenue and H.M. Customs &
Excise.
1.2 Unless the context otherwise requires, words and expressions defined in
the Agreement have the same meanings in this Deed as in the Agreement.
1.3 In this Deed, a reference to:
1.3.1 a statutory provision includes a reference to the statutory
provision as modified or re-enacted or both from time to time
whether before or after the date of this Deed and any
subordinate legislation made under the statutory provision
whether before or after the date of this Deed;
1.3.2 an Event occurring includes an Event deemed to have occurred
for the purposes of any Tax;
1.3.3 an Event on or before Completion includes:
(a) any combination of Events only the first or some of
which has or have taken place on or before Completion;
and
(b) an Event which is deemed for the purposes of any Tax
to have occurred on or before Completion;
1.3.4 income, profits or gains earned, accrued or received includes
any income, profits or gains deemed to be earned, accrued or
received for the purposes of any Tax;
1.3.5 income, profits or gains earned, accrued or received on or
before a particular date or in respect of a particular period
includes income, profits or gains which are deemed for the
purposes of any Tax to have been earned, accrued or received
on or before that date or in respect of that period.
1.4 In clause 2.1.4, "CONTROL" has the same meaning as in section 767A of
the Taxes Act and "CONTROLLED" is to be construed accordingly.
1.5 The headings in this Deed do not affect its interpretation.
2. THE VENDOR'S OBLIGATIONS
2.1 Subject to clause 3, the Vendor will pay to the Purchaser an amount
equal to the amount of a Group Company's liability for Tax:
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2.1.1 which arises:
(a) in consequence of an Event occurring on or before
Completion; or
(b) in respect of or by reference to any income, profits
or gains which were earned, accrued or received on or
before Completion or in respect of a period ending on
or before Completion;
in each case whether or not the Tax is chargeable against or
attributable to another person and whether or not any amount
in respect thereof is recoverable from any other person;
2.1.2 which would have been saved but for the loss, reduction,
modification or cancellation of an Accounts Relief in
consequence of an Event occurring on or before Completion, or
the non-availability or non-existence of an Accounts Relief;
2.1.3 which would have arisen in consequence of an Event occurring
on or before Completion or in respect of or by reference to
any income, profits or gains which were earned, accrued or
received on or before Completion or in respect of a period
ending on or before Completion and which is not payable in
consequence of the utilisation or set-off of an Accounts
Relief or of a Post-Completion Relief; or
2.1.4 which is a liability for which the Group Company is not
primarily liable and which arises:
(a) as a result of having at any time before Completion
been a member of a group for Tax purposes; or
(b) as a result of having at any time before Completion
been controlled by any person.
2.2 Any Tax which would have been repaid but for the loss, reduction,
set-off or cancellation of a right to repayment of Tax which has been
shown or otherwise taken into account as an asset in the Accounts in
consequence of an Event occurring on or before Completion or the
non-availability or non-existence of such a right to repayment of Tax is
for the purposes of clause 2.1.1 deemed to be Tax for which a Group
Company is liable and which arises in consequence of an Event occurring
on or before Completion.
2.3 The Vendor will pay to the Purchaser an amount equal to the amount of
any liability of a Group Company or the Purchaser for reasonable costs
incurred by the Group Company or the Purchaser in connection with an
Assessment or a liability as mentioned in clause 2 or in successfully
taking or defending an action under this Deed.
3. LIMITATIONS ON COVENANT
3.1 The limitation referred to in clause 7.1 of the Agreement shall apply to
this Deed.
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3.2 Clause 2 does not apply to a liability to the extent that:
3.2.1 a specific provision or reserve in respect of the liability is
made in the Accounts or payment or discharge of the liability
has been taken into account and included in a provision or
reserve; or
3.2.2 the liability arises or is increased as a result only of a
provision or reserve for the liability made in the Accounts
being insufficient in consequence of an increase in Tax rates
announced after Completion with retrospective effect; or
3.2.3 the liability arises in consequence of an Event which has
occurred since the Last Accounting Date and on or before
Completion in the relevant Group Company's ordinary course of
trading; or
3.2.4 the Tax liability would not have arisen but for a voluntary
act, omission, transaction or arrangement of the Purchaser (or
its successors in title to the Shares) or of a Group Company,
or of any company controlled by the Purchaser, or of a person
or persons controlling the Purchaser occurring after
Completion other than in the ordinary course of business as
carried out at Completion or pursuant to a legally binding
agreement entered into prior to Completion; or
3.2.5 the Tax liability would not have arisen or would have been
reduced or eliminated but for the failure or omission on the
part of any Group Company to comply with a request of the
Vendor or its duly authorised advisers to make any valid
claim, election, surrender or disclaimer, to give any valid
notice or consent, or to do any other thing under the
provisions of any enactment or regulation relating to Tax
after Completion, the making, giving or doing of which was
taken into account in computing the provisions for Tax in the
Accounts; or
3.2.6 any Relief is available to a Group Company to set against or
otherwise mitigate the Tax liability, other than (a) any
Accounts Relief; and (b) any Post-Completion Relief; or
3.2.7 the Tax liability would not have arisen or would have been
reduced or eliminated but for any claim, election, surrender
or disclaimer made or notice or consent given after Completion
by a Group Company or the Purchaser or any subsidiary or any
person connected with any of them under provisions of any
enactment or regulation relating to Tax other than any claim,
election, surrender, disclaimer, notice or consent assumed to
have been made, given or done in computing the amount of any
allowance, provision or reserve in the Accounts;or
3.2.8 the Tax liability would not have arisen but for a failure on
the part of the Purchaser or any Group Company to comply with
its duties under clauses 5 or 9.
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3.3 Without limitation, none of the following is regarded for the purposes
of clause 3.2.3 as an Event which has occurred in a Group Company's
ordinary course of trading:
3.3.1 an Event giving rise to a liability under Part VIII of the
Taxes Management Xxx 0000 (charges arising on non-residents)
or under section 126 or Schedule 23 of the Finance Xxx 0000
(UK representatives of non-residents etc.);
3.3.2 an Event giving rise to a liability under Part XVII or
Schedule 28AA of the Taxes Act (tax avoidance and provision
not at arm's length);
3.3.3 a distribution within the meaning given by Part VI or section
418 of the Taxes Act;
3.3.4 an acquisition, disposal or supply or deemed acquisition,
disposal or supply of assets, goods, services or business
facilities of any kind (including a loan of money or a
letting, hiring or licensing of tangible or intangible
property) for a consideration which is treated for Tax
purposes as different from the actual consideration;
3.3.5 an Event which results in a Group Company being liable for Tax
for which it is not primarily liable;
3.3.6 a Group Company's failure to deduct or account for Tax or pay
Tax when due;
3.3.7 a disposal of a capital asset worth in excess of
(pound)10,000;
3.3.8 an Event giving rise to a liability within section 419 of the
Taxes Act;
3.3.9 a release of all or part of any debt or the negative goodwill
shown as such in the Accounts of Ocwen Limited being treated
as taxable;
3.3.10 the making of, or providing for, any redundancy or similar
payments;
3.3.11 an Event which results in a chargeable gain being attributed
to a Group Company under section 13 or 87 TCGA.
3.3.12 any Event which gives rise to VAT payable by Midland & General
Direct Limited on advertising services supplied in or after
November 1998;
3.3.13 the failure to obtain a Relief in relation to management
expenses as a result of a failure to agree the tax status of
Lion UK PLC with the Inland Revenue as an investment company
or any failure to agree the partial exemption method of the
VAT group of which Ocwen plc is the representative member as
being the partial exemption method assumed to apply for the
purposes of the Accounts;
3.3.14 the provision of any asset (including cash) by a Group Company
to any person for services supplied in their capacity as
self-employed.
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3.4 Subject to clause 3.5, clause 2 does not apply to a liability unless
written notice of the liability giving rise to the claim (stating in
reasonable detail the nature of the liability and, if practicable, the
amount claimed) has been given to the Vendor on or before the date 7
years and 1 month after the Last Accounting Date.
3.5 Clause 3.4 will not apply where a Tax Authority can assess a Group
Company in respect of the Tax to which the claim relates after such date
because of fraud or wilful misconduct in the case of a Group Company
only, prior to Completion.
4. PAYMENTS FREE OF WITHHOLDING, ETC.
4.1 All payments made by the Vendor under this Deed will be made gross, free
of any right of counterclaim or set-off and without deduction or
withholding of any kind other than any deduction or withholding required
by law.
4.2 If the Vendor makes a deduction or withholding required by law from a
payment under this Deed, the sum due from the Vendor will be increased
to the extent necessary to ensure that, after the making of any
deduction or withholding, the Purchaser receives a sum equal to the sum
it would have received had no deduction or withholding been made. If the
Purchaser obtains an actual saving of Tax as a result of any tax credit
which is attributable to the aforesaid deduction or withholding, the
Purchaser shall pay to the Vendor the amount of such actual Tax saving.
4.3 If a payment under clause 2 or 4.2 will be or has been subject to Tax,
the Vendor will pay to the Purchaser the amount (after taking into
account Tax payable in respect of the amount) that will ensure that the
Purchaser receives and retains a net sum equal to the sum it would have
received had the payment not been subject to Tax.
5. APPEALS AND CONDUCT OF CLAIMS
5.1 If a Group Company or the Purchaser receives or makes an Assessment or
receives an inquiry notice relating to a liability for Tax as mentioned
in clause 2.1 or which may give rise to a Tax Warranty Claim:
5.1.1 the Purchaser will as soon as reasonably practicable give
notice of the Assessment to the Vendor, but notice is not a
condition precedent to Purchaser's liability under this Deed;
and
5.1.2 subject to clauses 5.4 and 5.5, the Purchaser will, and will
ensure that each Group Company will, take any action the
Vendor may reasonably request to avoid, dispute, resist or
compromise the Assessment if the Vendor has first agreed (to
the Purchaser's reasonable satisfaction) to indemnify the
Purchaser and each Group Company against the Tax, and any
additional Tax and costs which the Purchaser or any Group
Company may reasonably incur in connection with the taking of
action pursuant to clause 5.1.2.
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5.2 The Vendor may have any action referred to in clause 5.1.2 taken by
professional advisers nominated by it for this purpose if the Vendor:
5.2.1 keeps the Purchaser fully informed of all matters relating to
the Assessment and delivers to the Purchaser copies of all
correspondence relating to the Assessment;
5.2.2 obtains the Purchaser's prior written approval (such approval
not to be unreasonably withheld or delayed), to:
(a) the appointment of solicitors or other professional
advisers; and
(b) the content and sending to a Tax Authority of each
communication (written or otherwise) relating to the
Assessment (other than routine communications
immaterial to the subject matter of the Assessment);
(c) the settlement or compromise of the Assessment; and
(d) the agreement of any matter which is likely to affect
the amount of the Assessment or the future liability
of a Group Company or of the Purchaser in respect of
Tax; and
5.2.3 agrees (to the Purchaser's reasonable satisfaction) to
indemnify the Purchaser and each Group Company against all
costs which the Purchaser or a Group Company may reasonably
incur in connection with the use of professional advisers
nominated by the Vendor under this clause 5.2
5.3 The Vendor's rights under clause 5.1.2 cease if the Vendor fails to
comply with any of its obligations under clauses 5.1 and 5.2 or the
Vendor:
5.3.1 takes corporate action, or other steps are taken or legal
proceedings are started for its winding up, dissolution,
administration or re-organisation or for the appointment of a
receiver, administrator, trustee or similar officer of it or
of any of its assets; or
5.3.2 is unable to pay its debts as they fall due, starts
negotiations with a creditor with a view to the general
readjustment or rescheduling of its indebtedness or makes a
general assignment for the benefit of, or a composition with,
its creditors.
5.4 The Purchaser is not obliged to take action pursuant to clause 5.1.2
which involves contesting an Assessment beyond the first appellate body
(excluding the Tax Authority which has made the Assessment) in the
jurisdiction concerned, without the opinion of leading Tax Counsel to
the effect that the appeal will on the balance of probabilities be won.
5.5 Clause 5.1.2 does not apply in relation to any Assessment if the Vendor
or a Group Company have committed an act or is responsible for an
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omission which constitutes fraud or wilful misconduct (in the case of a
Group Company only prior to Completion) in relation to that Assessment
or matters relating to that Assessment.
5.6 The Purchaser need not take any action if such action is likely to have
an adverse effect on the financial or commercial position of the
Purchaser or a Group Company which is materially disproportionate,
taking into account all relevant considerations including financial
cost, to the Purchaser or Group Company.
6. DATE FOR PAYMENT AND INTEREST
6.1 If a liability arises as mentioned in clauses 2 or 4.3, the Purchaser
will notify the Vendor of the amount payable.
6.2 Without prejudice to the date for payment of any amounts payable by the
Vendor under this Deed, if the Vendor requests within 14 days starting
on the day after delivery of the notice, the Purchaser will (at the
Vendor's cost) ensure that the Purchaser's auditors (acting as experts
and not as arbitrators) confirm the amount referred to in clause 6.1.
This confirmation is (except for manifest error) conclusive and binding
on the Vendor.
6.3 The Vendor will pay the amount referred to in clause 6.1 (or, if
different, the amount confirmed by the Purchaser's auditors pursuant to
clause 6.2) to the Purchaser on or before the fifth Business Day after
the date of the notice, or if later:
6.3.1 in the case of a liability under clauses 2.1.1, 2.1.4 or 4.3,
5 Business Days before the date on which the Tax is payable;
6.3.2 in the case of liability deemed to arise under clause 2.1.1 by
virtue of clause 2.2, the date on which the Tax would have
been repaid but for the loss, reduction, set-off,
cancellation, non-availability or non-existence of the right
to repayment of Tax;
6.3.3 in the case of a liability under clause 2.1.2, 5 Business Days
before the date on which the relevant Group Company is due to
pay any Tax which, but for the loss, reduction, modification,
cancellation, non-availability or non-existence of the
Accounts Relief it would not have been liable to pay;
6.3.4 in the case of a liability under clause 2.1.3, the date on
which the relevant Group Company would have had to pay the Tax
but for the utilisation of the Accounts Relief or
Post-Completion Relief;
6.3.5 in the case of a liability under clause 2.3, 5 Business Days
before the relevant Group Company becomes liable to make the
payment or repayment; or
6.3.6 in the case of a liability under clause 2.4, 5 Business Days
before the Purchaser or the relevant Group Company becomes
liable to pay the costs.
6.4 If any sum due and payable by the Vendor under this Deed is not paid on
the due date in accordance with the provisions of this Deed, the Vendor
will, in addition to that sum, pay interest to the Purchaser from the
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date for payment of the sum to and including the day of actual payment
of the sum (or the next Business Day if the day of actual payment is not
a Business Day). The interest accrues from day to day (before and after
judgment) at the rate of 2% per annum above the base rate of the
National Westminster Bank plc (or if there is no base rate, at a similar
rate reasonably selected by the Purchaser) and is compounded quarterly.
7. CORRESPONDING SAVINGS AND REFUNDS
7.1 If any Tax liability which has resulted in a payment having been made by
the Vendor under this Deed or for breach of any of the Tax Warranties
has given rise to a Relief for a Group Company or the Purchaser which
would not otherwise have arisen, then
(a) the Purchaser shall procure that full details of such Relief
are given to the Vendor as soon as reasonably practicable; and
(b) to the extent that the liability of the Purchaser or a Group
Company to make an actual payment of or in respect of Tax is
reduced by reason of such Relief from the amount that such
liability would have been but for the availability of such
Relief, the Purchaser shall:
(i) first set-off such amount against any payment then due
from the Vendor under this Deed; and
(ii) to the extent there is an excess, refund shall be made
to the Vendor for any previous payments made by the
Vendor under this Deed and not previously refunded
under this clause; and
(iii) to the extent there is a further excess remaining,
that excess shall be carried forward and set-off
against any future payment or payments which become
due from the Vendor under this Deed.
7.2 If the Vendor at any time pays to the Purchaser an amount pursuant to a
claim under this Deed and the Purchaser or the Group Company is or
becomes entitled to recover from some other person (other than a Group
Company or the Purchaser, but including any Tax authority) any sum in
respect of the matter giving rise to such claim (other than by reason of
any Post-Completion Relief or Accounts Relief), the Purchaser, if so
required by the Vendor, will (and will procure that the Group Company
will), at the cost of the Vendor and upon the Vendor providing security
to the reasonable satisfaction of the Purchaser against all costs which
may thereby be incurred, take all reasonable steps to enforce such
recovery and the Purchaser shall promptly following such recovery treat
in accordance with 7.1(b)(i) to (iii) above the lesser of:
(a) the sum so recovered by the Purchaser or the Group Company
from such other person (including sums recovered in respect of
costs and any interest or repayment supplement received in
respect of the sum recovered, but less any costs of recovery
not previously reimbursed, and less any Tax chargeable on the
sum recovered); and
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(b) the amount referred to above paid by the Vendor to the
Purchaser.
7.3 If any Tax liability arising from an Event which gives rise to VAT as
stated in clause 3.3.13 results in a liability of the Vendor under this
Deed ("Vendor's VAT Liability") and such Event also results in an actual
saving of VAT after Completion, then such saving of VAT shall be set-off
against the Vendor's VAT Liability and a repayment of the Vendor's VAT
Liability already made by the Vendor shall be made by the Purchaser as
appropriate when such saving is actually made.
8. OVER PROVISIONS
8.1 If (at the request and expense of the Vendor) the Auditors certify that
any provision in the Accounts for any liability for Tax (excluding any
provision for deferred tax) has proved to be an over provision, the
Purchaser shall treat the amount of such overprovision in accordance
with clause 7.1(b)(i)-(iii).
8.2 Upon a Group Company or the Purchaser becoming aware that there has or
may have been an over provision within the meaning of clause 8.1 the
Purchaser shall as soon as reasonably practicable give notice of that
fact to the Vendor.
8.3 In certifying any over provision pursuant to clause 8.1 the Auditors
shall act as experts and not as arbitrators and their certificate shall
(in the absence of manifest error) be conclusive and binding on all
concerned.
8.4 Either the Vendor or the Purchaser may, at its expense, require any
certificate produced in accordance with clause 8.1 to be reviewed by the
Auditors 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. If a
certificate is amended as stated such certificate shall be the
certificate for the purposes of clause 8.1 and any adjusting payment
that is required to give effect to this clause shall be made forthwith.
9. TAX COMPUTATIONS
9.1 The Vendor (or its authorised agent) will (at its cost) have the
responsibility for, and the conduct of, preparing, submitting,
negotiating and agreeing with the Tax Authorities, all outstanding Tax
computations and returns of each Group Company for each accounting
period ending on or before the Last Accounting Date (the "RELEVANT
ACCOUNTING PERIODS").
9.2 The Purchaser will procure that the relevant Group Company will make
such claims, surrenders, disclaimers and elections or give such notice
or consent or do such other things as were taken into account in
computing a provision for Tax in the Accounts and may reasonably be
directed by the Vendor relating to the Relevant Accounting Periods or
any subsequent accounting period to the extent it falls prior to
Completion.
9.3 The Purchaser will procure the provision to the Vendor of such
information and assistance which the Vendor may reasonably require of
the other to prepare, submit and agree all Tax computations, documents
or correspondence relating to the Relevant Accounting Periods.
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9.4 The Purchaser covenants with the Vendor to procure that the Group
Companies take such action (including signing and authorising
computations and returns) as is necessary or desirable to give effect to
this clause.
9.5 In relation to any action as is referred to in clauses 9.1 and 9.5, the
Vendor will:
9.5.1 keep the Purchaser fully informed of all matters relating
thereto and deliver to the Purchaser copies of all material
correspondence with Tax Authorities relating thereto;
9.5.2 submit to the Purchaser for comments all correspondence and
documents which it intends to submit to a Tax Authority and
take into account all such reasonable comments as the Vendor
reasonably considers are appropriate;
9.5.3 not submit to a Tax Authority any such correspondence or
documents, or agree any matter in relation to the Relevant
Accounting Periods which is not true, accurate and lawful in
all respects;
9.5.4 not submit such documents, correspondence or agreements as is
likely to prejudice the amount of liability of a Group Company
in respect of Tax for which the Vendor is not liable under
this Deed without the prior written approval of the Purchaser,
such approval not to be unreasonably withheld or delayed.
9.6 The Vendor's rights under this clause cease if the Vendor:
9.6.1 takes corporate action, or other steps are taken or legal
proceedings are started for its winding up, dissolution,
administration or re-organisation or for the appointment of a
receiver, administrator, trustee or similar officer of it or
of any of its assets; or
9.6.2 is unable to pay its debts as they fall due, starts
negotiations with a creditor with a view to the general
readjustment or rescheduling of its indebtedness or makes a
general assignment for the benefit of, or a composition with,
its creditors.
9.7 This clause 9 will not impose any obligation on the Purchaser in
relation to any matter if the Vendor or a Group Company has committed an
act or is responsible for an omission which constitutes fraud or wilful
misconduct in the case of a Group Company only, prior to Completion.
9.8 The Vendor will use all reasonable endeavours to agree the Tax matters
for which it is responsible under clause 9.1 as soon as reasonably
practicable and will deal with such matters promptly and diligently.
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9.9 The Purchaser (or its authorised agent) will have the responsibility
for, and the conduct of, preparing, submitting, negotiating and agreeing
with the Tax Authorities, all outstanding Tax computations and returns
of each Group Company for the accounting period in which Completion
falls (the "CURRENT ACCOUNTING PERIOD").
9.10 The Vendor will procure the provision to the Purchaser and each Group
Company of such information and assistance which each may reasonably
require of the Vendor to prepare, submit and agree all Tax computations,
documents or correspondence relating to the Current Accounting Period.
9.11 In relation to any actions as is referred to in clause 9.9 which relate
to such part of the Current Accounting Period as falls before
Completion, the Purchaser will:
9.11.1 keep the Vendor fully informed of all matters relating thereto
and deliver to the Vendor copies of all material
correspondence with Tax Authorities relating thereto;
9.11.2 submit to the Vendor for comments all correspondence and
documents which it intends to submit to a Tax Authority and
take into account all such reasonable comments as the
Purchaser reasonably considers are appropriate;
9.11.3 not submit to a Tax Authority any such correspondence or
documents, or agree any matter in relation to the Current
Accounting Period which is not true, accurate and lawful in
all respects.
10. PURCHASER'S OBLIGATIONS
The Purchaser covenants to the Vendor to pay to the Vendor an amount
equal to any Tax assessed under s767A or 767AA ICTA 1988 which is
assessed on the Vendor, or any company (other than a Group Company) of
which the Vendor has control, as defined for the purposes of s767A or
s767AA ICTA, for an accounting period beginning before Completion being
unpaid other than any Tax the liability for which falls upon the Vendor
pursuant to clause 2.
11. GENERAL
Clause 14, 16, 17, 18 and 19 of the Agreement shall have effect for the
purposes of this Deed as if incorporated herein.
12. DELIVERY
This Deed is delivered on the date written at the start of this Deed.
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EXECUTED by the parties as a deed
Executed as a deed by OCWEN )
FINANCIAL CORPORATION )
/s/ XXXXXXX X. XXXXX Signature of director
--------------------------------
XXXXXXX X. XXXXX Name of director
/s/ XXXXX X. XXXXXX Signature of director/secretary
--------------------------------
XXXXX X. XXXXXX Name of director/secretary
Executed as a deed by MALVERN HOUSE )
ACQUISITION LIMITED )
/s/ XXXXX XXXXXXX Signature of director
--------------------------------
XXXXX XXXXXXX Name of director
/s/ XXXXXX X. XXXXXXXXX Signature of director/secretary
--------------------------------
XXXXXX X. XXXXXXXXX Name of director/secretary
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