Common use of OVER-PROVISIONS AND CORRESPONDING BENEFIT Clause in Contracts

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.

OVER-PROVISIONS AND CORRESPONDING BENEFIT. 9.1 7.1 If, before the seventh anniversary of the date of this agreement: (a) 7.1.1 any provision for Tax (excluding deferred tax) in the Completion Statements (excluding any provision for deferred tax) Balance Sheet which was taken into account in calculating the Completion Net Current Assets proves to be an over-provision (applying the accounting policies adopted for reasons other than the availability purposes 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 CompletionBalance Sheet); or (c) 7.1.2 a payment by the Seller Vendors in respect of any Tax Liability under a Tax Claim gives rise to results in a Group Company or the Purchaser receiving any Relief (other than an Accounts Relief or Post-Completion Option 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 obtaining a repayment 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 Tax ("Corresponding Relief"), then an amount equal to such over-provision or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised ("Relevant Amount Saving") shall be dealt with in accordance with paragraph 9.27.2 of this schedule 5 part 4, provided that no account shall be taken of any over-provision to the extent that it arises as a consequence of the utilisation of any Post Completion Relief, Option Relief or Accounts Relief or any action taken by any Group Company after Completion or any change in law after Completion. 7.2 The Relevant Saving: 7.2.1 shall first be set off against any payment then due from the Vendors under a Tax Claim; 7.2.2 to the extent there is an excess of the Relevant Saving after any application of it under paragraph 7.2.1 of part 4 of this schedule 5, a refund shall be made to the Vendors of any previous payment or payments made by the Vendors under a Tax Claim in respect of the matter or thing giving rise to the Relevant Saving and which has not previously been refunded under this paragraph 7.2.2 or otherwise up to the amount of such excess; and 7.2.3 to the extent that the excess referred to in paragraph 7.2.2 of part 4 of this schedule 5 is not exhausted under that paragraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Vendors under a Tax Claim. *** Confidential treatment has been requested for certain portions of this Exhibit. Confidential portions of this Exhibit are designated by [***]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. 7.3 The Vendors' Representative may, at the expense of the Vendors, require the auditors for the time being of the relevant Group Company to certify the existence and quantum of any Relevant Saving and the date on which the Corresponding Relief is utilised and in the absence of manifest error their decision shall be final and binding.

OVER-PROVISIONS AND CORRESPONDING BENEFIT. 9.1 7.1 If: (a) 7.1.1 any provision for Tax (excluding deferred tax) in the Completion Statements (excluding any provision for deferred tax) Accounts 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 Completionprovision; (b) the amount by which 7.1.2 any right to repayment of Tax (including any interest or repayment supplement) which has been treated as an asset in the Completion Statements Accounts proves to have been understated for reasons other than be under-stated; 7.1.3 any repayment of Tax (where the availability Tax to which the repayment relates was originally paid prior to Completion) is received by a Target Group Company after Completion (excluding any repayment of Tax which was treated as an asset, or otherwise taken into account, in the Completion Accounts); 7.1.4 any Target Group Company or any member of the Purchaser Group receives an increased amount of any Post-Completion Relief or as a change in legislation or rates result of Taxation or the published practice tax depreciation basis of the tangible and intangible assets (such as goodwill) of the NL Subsidiary increasing as a consequence of a Tax Authority announced after Completionrevaluation ofcertain assets at the level of the NL Subsidiary pursuant to the demerger from ETC B.V. (currently named ETC Nederland B.V.) that took place on or around 29 March 2012 whereby the NL Subsidiary was incorporated; or (c) 7.1.5 a payment by any of the Seller Sellers in respect of any liability under a Tax Claim gives (or the liability which is the subject of the Tax Claim or the matter giving rise to such liability) results in a Relief Target Group Company or a Purchaser or a member of the Purchaser Group receiving any 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 is utilised (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 obtaining a repayment of Group ReliefTax) 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 an amount equal to such over-provision, under-statement, repayment, or the Tax saved by the Relief referred to in paragraph 7.1.4 or the Corresponding Relief (“Relevant Amount Amount”) shall be dealt with in accordance with paragraph 9.27.2, provided that no account shall be taken of any over-provision, under-statement or repayment referred to in paragraphs 7.1.1 to 7.1.3 to the extent that it arises as a consequence of the utilisation of any Post Completion Relief or Accounts Relief or a change in legislation or the published practice of any Tax Authority first enacted or announced after Completion. 7.2 The Relevant Amount: 7.2.1 shall first be set off against any payment then due from a Seller under a Tax Claim; 7.2.2 to the extent there is an excess of the Relevant Amount after any application of it under paragraph 7.2.1, a refund shall be made to the Sellers of any previous payment or payments made by any of the Sellers under a Tax Claim (and which has not previously been refunded under this paragraph 7.2.2 or otherwise) up to the amount of such excess; and 7.2.3 to the extent that the excess referred to in paragraph 7.2.2 is not exhausted under that paragraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from a Seller under a Tax Claim. 7.3 The Sellers’ Representative may, at the expense of the Sellers, require the auditors for the time being of the relevant Target Group Company to certify the existence and quantum of any Relevant Amount and the date on which the Corresponding Relief is utilised and in the absence of manifest error, their decision shall be final and binding.