Common use of Tax Computations Clause in Contracts

Tax Computations. 2.1 The Buyer covenants with the Sellers: (a) to keep the Sellers reasonably informed of all material matters relating to the submission, negotiation and agreement of the corporation tax returns and computations of the Target for the accounting period ended on or prior to the Last Audited Accounts Date (Relevant Accounting Period); (b) that no such computations or returns nor any material correspondence relating to such computations or returns shall be transmitted to any Tax Authority without first being submitted to the Sellers for their comments and the Buyer shall not unreasonably refuse to incorporate any reasonable comments of the Sellers given in writing to the Buyer within fifteen Business Days of submission to the Sellers of such computations or returns or within 10 Business Days of submission to the Sellers of such correspondence (as appropriate). 2.2 The Buyer shall not be obliged to procure that the Target makes or gives any return, claim, election, surrender and/or consent in relation to Taxation, save to the extent that, in computing any provision for Tax in the Management Accounts, it was assumed that any such return, claim, election, surrender or consent would be made or given. 2.3 The Buyer shall procure that the Target provides the Sellers, at the expense of the Sellers, with such documents and information (including, without limitation, reasonable access to books, accounts and records), as the Sellers may reasonably require in writing, permitted within their rights pursuant to this paragraph 2, subject to the Sellers hereby agreeing to keep confidential all such documents and information related thereto. 2.4 The Buyer shall procure that the Target shall not submit any corporation tax return for the accounting period of the Target commencing prior to Completion and ending after Completion (Straddle Period) to any Tax Authority without giving the Sellers a reasonable opportunity to comment upon that part of the return which relates to that part of the Straddle Period which falls on or before Completion. If the Sellers do not provide comments within 15 Business Days of receipt of such return they shall be deemed to have no comments upon such return. 2.5 The Sellers shall provide to the Buyer and the Target such documents, assistance and information (including, without limitation, access to books, accounts, personnel and records), as the Buyer may reasonably require or request in writing, in connection with the preparation, submission, negotiation or agreement of any of the Target's corporation tax returns for any Relevant Accounting Period and/or the Straddle Period. 2.6 The provisions of paragraph 1 shall apply in priority to the provisions of this paragraph 2.

Tax Computations. 2.1 9.1 The Buyer covenants Vendor (or its authorised agent) will (at its cost) have the responsibility for, and the conduct of, preparing, submitting, negotiating and agreeing with the Sellers: (a) to keep the Sellers reasonably informed Tax Authorities, all outstanding Tax computations and returns of all material matters relating to the submission, negotiation and agreement of the corporation tax returns and computations of the Target each Group Company for the each accounting period ended ending on or prior to before the Last Audited Accounts Accounting Date (Relevant Accounting Period); (b) that no such computations or returns nor any material correspondence relating to such computations or returns shall be transmitted to any Tax Authority without first being submitted to the Sellers for their comments and the Buyer shall not unreasonably refuse to incorporate any reasonable comments of the Sellers given in writing to the Buyer within fifteen Business Days of submission to the Sellers of such computations or returns or within 10 Business Days of submission to the Sellers of such correspondence (as appropriate"RELEVANT ACCOUNTING PERIODS"). 2.2 9.2 The Buyer shall not be obliged to Purchaser will procure that the Target makes relevant Group Company will make such claims, surrenders, disclaimers and elections or gives any return, claim, election, surrender and/or give such notice or consent in relation to Taxation, save to the extent that, or do such other things as were taken into account in computing any a provision for Tax in the Management Accounts, Accounts and may reasonably be directed by the Vendor relating to the Relevant Accounting Periods or any subsequent accounting period to the extent it was assumed that any such return, claim, election, surrender or consent would be made or givenfalls prior to Completion. 2.3 9.3 The Buyer shall 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. 9.4 The Purchaser covenants with the Vendor to procure that the Target provides 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 SellersVendor 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, at or agree any matter in relation to the expense 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 SellersPurchaser, 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 documents matters promptly and information (including, without limitation, reasonable access to books, accounts and records), as the Sellers may reasonably require in writing, permitted within their rights pursuant to this paragraph 2, subject to the Sellers hereby agreeing to keep confidential all such documents and information related theretodiligently. 2.4 9.9 The Buyer shall procure that Purchaser (or its authorised agent) will have the Target shall not submit any corporation tax return 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 Target commencing prior Vendor to Completion prepare, submit and ending after Completion (Straddle agree all Tax computations, documents or correspondence relating to the Current Accounting Period) . 9.11 In relation to any Tax Authority without giving the Sellers a reasonable opportunity actions as is referred to comment upon that in clause 9.9 which relate to such part of the return 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 relates it intends to that part of submit to a Tax Authority and take into account all such reasonable comments as the Straddle 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 falls on or before Completion. If the Sellers do is not provide comments within 15 Business Days of receipt of such return they shall be deemed to have no comments upon such returntrue, accurate and lawful in all respects. 2.5 The Sellers shall provide to the Buyer and the Target such documents, assistance and information (including, without limitation, access to books, accounts, personnel and records), as the Buyer may reasonably require or request in writing, in connection with the preparation, submission, negotiation or agreement of any of the Target's corporation tax returns for any Relevant Accounting Period and/or the Straddle Period. 2.6 The provisions of paragraph 1 shall apply in priority to the provisions of this paragraph 2.