OVER-PROVISIONS AND CORRESPONDING BENEFIT Clause Samples

The "Over-Provisions and Corresponding Benefit" clause defines how any excess amounts provided or paid—beyond what is actually due under the agreement—are to be handled between the parties. In practice, this clause typically requires that if one party receives a benefit or payment greater than what they are entitled to, the excess must be returned or offset, ensuring that neither party is unjustly enriched. This mechanism ensures fairness and accuracy in the financial dealings of the contract, preventing disputes over mistaken or surplus payments.
OVER-PROVISIONS AND CORRESPONDING BENEFIT. 9.1 If: (a) any provision for Tax in the Completion Statements (excluding any provision for deferred tax) proves to be an over-provision for reasons other than the availability of any Post-Completion Relief or a change in legislation or rates of Taxation or the published practice of a Tax Authority announced after Completion; (b) the amount by which any right to repayment of Tax (including any interest or repayment supplement) which has been treated as an asset in the Completion Statements proves to have been understated for reasons other than the availability of any Post-Completion Relief or a change in legislation or rates of Taxation or the published practice of a Tax Authority announced after Completion; or (c) a payment by the Seller in respect of a Tax Claim gives rise to a Relief (other than an Accounts Relief or Post-Completion Relief) for a Target Group Entity which would not otherwise have arisen, then, as and when (provided that this takes place within seven years after Completion) the liability of a Target Group Entity or the Purchaser to make an actual payment of or in respect of Tax for which the Seller would not have been liable under paragraph 2 is reduced by reason of that Relief (after first taking account of all other Reliefs available or made available to the relevant Target Group Entity or the Purchaser, including if relevant by way of surrender of Group Relief) the amount by which that liability is so reduced save to the extent that amount has already been taken into account under paragraph 8.2 shall be a "Corresponding Relief", then the Relevant Amount shall be dealt with in accordance with paragraph 9.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If: 7.1.1 any provision for Tax in the Holdings Accounts or the Holdings Management Accounts proves to be an over provision; 7.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the Holdings Accounts or the Holdings Management Accounts proves to have been under-stated; or 7.1.3 a payment by the Warrantors in respect of any Tax Liability under a Holdings Tax Claim or the matter giving rise to the Tax Liability in question results in Holdings or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which it utilises (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If, before the eighth anniversary of Completion: 7.1.1 any provision for Tax in the Completion Statements (excluding any provision for deferred tax) proves to be an over-provision (applying the accounting policies adopted for the purposes of the Completion Statements); 7.1.2 any right to a repayment of Tax (including any interest or repayment supplement) which has been treated as an asset in the Completion Statements proves to have been understated; 7.1.3 a Group Company receives (after Completion) any repayment of or in respect of Tax paid by a Group Company before Completion (or any credit for or in respect of such Tax which has been set-off against or used to reduce or eliminate a Tax liability) where such repayment or credit was not treated as an asset in the Completion Statements; or
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If before the seventh anniversary of the Completion Date: 7.1.1 any provision for Tax in the Completion Accounts proves to be an over provision; 7.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the Completion Accounts proves to have been under-stated; or 7.1.3 a payment by the Warrantors in respect of any Tax Liability under a Tax Claim or the matter giving rise to the Tax Liability in question results in the Company or the Buyer receiving or becoming entitled to any Relief (other than an Accounts Relief) which it utilises (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2 provided that no account shall be taken of the over-provision or the understatement to the extent that they arise as a consequence of the utilisation of any Post Completion Relief or Accounts Relief or any action taken by the Company after Completion or any change in law after Completion.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 6.1 If, before the seventh anniversary of the date of this agreement: (a) any provision for Tax in the Completion Accounts proves to be an over-provision; (b) the amount by which any right to repayment of Tax which has been treated (or, in accordance with generally accepted accounting principles, could have been treated) as an asset in the Completion Accounts proves to have been under-stated; (c) a payment by the Vendor in respect of any Liability for Taxation under the Tax Covenant or the Tax Warranties, or the matter giving rise to such Liability for Taxation results in the Company, the Subsidiary or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which they utilise (including by way of repayment of Tax) (CORRESPONDING RELIEF), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (RELEVANT AMOUNT), shall be dealt with in accordance with paragraph 6.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If before the fifth anniversary of the date of this Agreement: 7.1.1 any provision for Tax in the Completion Statements (excluding any provision for deferred tax) proves to be an over-provision (applying the accounting policies adopted for the purposes of the Completion Statements); or 7.1.2 any right to repayment of Tax (including any interest or repayment supplement) which has been treated (or, in accordance with generally accepted accounting practice, could have been treated) as an asset in the Completion Statements proves to have been understated (applying the accounting policies adopted for the purposes of the Completion Statements); or 7.1.3 a payment by the Sellers in respect of any Tax Claim, or matter or thing giving rise to such Tax Claim, gives rise to a Relief (other than an Accounts Relief or a Post-Completion Relief) for the Company which would not have otherwise arisen (a “Corresponding Relief”), then the Relevant Amount shall be dealt with in accordance with paragraph 7.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If: 7.1.1 any provision for Tax in the HHL Accounts or the HHL Management Accounts or the Completion Net Asset Statement proves to be an over provision; 7.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the HHL Accounts or the HHL Management Accounts or the Completion Net Asset Statement proves to have been under-stated; or 7.1.3 a payment by the Warrantors in respect of any Tax Liability under a HHL Tax Claim or the matter giving rise to the Tax Liability in question results in HHL or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which it utilises (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 9.1 If: 9.1.1 any provision for Tax (other than deferred tax) in the Accounts proves to be an over-provision; or 9.1.2 the amount by which any right to repayment of Tax which has been treated as an asset in the Accounts proves to have been under-stated; or 9.1.3 a payment by the Seller in respect of any Liability for Taxation under a Tax Claim or the matter giving rise to the Liability for Taxation in question results in Transgenomic Limited or the Buyer receiving any Tax Relief (other than a Buyer's Tax Relief) which is utilised (including by way of repayment of Tax) but was not taken into account in calculating the quantum of the Seller's liability under the Tax Claim ("Corresponding Relief"), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised ("Relevant Amount"), shall be dealt with in accordance with Paragraph 9.2.
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OVER-PROVISIONS AND CORRESPONDING BENEFIT. 7.1 If before the seventh anniversary of the date of this agreement a payment by the Warrantors in respect of any Tax Liability under a Tax Claim or the matter giving rise to the Tax Liability in question results in the Company or the Purchaser receiving or becoming entitled to any Relief (other than an Accounts Relief) which they utilise (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to such over-provision, under-stated right to repayment of Tax, or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 7.2.
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Related to OVER-PROVISIONS AND CORRESPONDING BENEFIT

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • Other Provisions Applicable to Adjustments Under this Section 4. The following provisions shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4:

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the employ of the Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.

  • Limitation on Payments and Benefits Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.