Common use of TAX RETURNS AND COMPUTATIONS Clause in Contracts

TAX RETURNS AND COMPUTATIONS. Subject to paragraph 5.2 below, the Covenantor or its duly authorised agents shall at the Covenantor's expense be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax authorities all Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, including (without limitation) claims and/or surrenders by way of Group Relief, for all Tax accounting periods of the Company ending on or before Completion subject to all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being submitted in draft form to Global or its duly authorised agents for comment. Global or its duly authorised agent shall comment within 21 days of such submission. If the Covenantor has not received any comments within 21 days, Global and its duly authorised agents shall be deemed to have approved such draft documents. The Covenantor is not obliged to take into account any comments or suggestions made by Global save for comments or suggestions which the Covenantor considers (acting in good faith) to be reasonable. Global shall each respectively afford (or procure the affordance) to the Covenantor or its duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global undertakes to procure that the Company shall at the request of the Covenantor sign and submit to the relevant Tax authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor shall reasonably request, consistently with the provisions of this Covenant, to give effect to the foregoing provisions PROVIDED THAT neither the Covenantor nor its agents shall be entitled to require the Company:

TAX RETURNS AND COMPUTATIONS. Subject to paragraph 5.2 below, the 7.1 The Covenantor or its their duly authorised agents shall at the Covenantor's expense be responsible for, and have the conduct of preparing, submitting to and agreeing with all the relevant Tax authorities all corporation tax, VAT, PAYE or other Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, including (without limitation) claims and/or surrenders by way of Group Relief, Relief where the due date for all Tax accounting periods of the Company ending on or filing such returns falls before Completion subject to and in connection therewith: (a) all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being shall be submitted in draft form by the Covenantor to Global the Purchaser or its duly authorised agents for comment. Global ; (b) the Purchaser or its duly authorised agent shall comment within 21 days of such submission. If submission but if the Covenantor has not received any comments within 21 days, Global the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents. The ; (c) the Covenantor is not obliged to shall take into account any all reasonable comments or and suggestions made by Global save for comments the Purchaser or suggestions which its duly authorised agents; (d) the Covenantor considers (acting and the Purchaser shall co-operate in good faith) to be reasonable. Global faith and shall each respectively afford (or procure the affordance) to the Covenantor other or its their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global ; (e) the Covenantor and the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax authority; (f) the Purchaser undertakes to procure that the Company shall at the request of the Covenantor Covenantor, sign and submit to the relevant Tax authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor shall reasonably request, consistently with the provisions of this Covenant, request to give effect to the foregoing provisions PROVIDED THAT neither provided that: (i) the Covenantor nor has complied with its agents obligations specified in this clause 8; and (ii) the Purchaser shall not be entitled obliged to require procure that the Company sign and submit any document which in its reasonable opinion it considers not to be true and accurate in any material respects or which would give rise either to any liability to Taxation or the loss of any Relief whether by surrender or otherwise. 7.2 The provisions of clause 7.1 (other than clause 7.1(f)) shall apply in respect of all Tax returns and computations of the Company the due date for filing of which falls on or after Completion as if the word "Covenantor" reads "Purchaser" and the word "Purchaser" reads "Covenantor". 7.3 The Covenantor and the Purchaser agree to co-operate promptly after Completion so that any outstanding issue in relation to US sales tax is resolved, so as to reduce the Company:'s liability to any such Tax Liability in relation to any Event occurring on or before Completion.

TAX RETURNS AND COMPUTATIONS. Subject 5.1 Without prejudice to paragraph 5.2 below3 above, the Covenantor Seller or its duly authorised agents shall be responsible (at the Covenantor's expense be responsible Seller’s sole cost and expense) for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax authorities Authorities, all Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, including (without limitation) claims and/or surrenders by way of Group Relief, for all Tax accounting periods of the Company ending on or before the Completion subject to Date, and in connection therewith: (a) all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being shall be submitted in draft form by the Seller to Global the Purchaser or its duly authorised agents for comment. Global ; (b) the Purchaser or its duly authorised agent shall comment within 21 days 15 Business Days of such submission. If submission but if the Covenantor Seller has not received any comments within 21 days15 Business Days, Global the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents. The Covenantor is not obliged to ; (c) the Seller shall take into account any all reasonable comments or and suggestions made by Global save for comments the Purchaser or suggestions which its duly authorised agents; (d) the Covenantor considers (acting in good faith) to be reasonable. Global Seller and the Purchaser shall each respectively afford (or procure the affordance) to the Covenantor other or its their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global ; (e) the Seller and the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; and (f) the Purchaser undertakes to procure that the Company shall at the request of the Covenantor sign and submit to the relevant Tax authority Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor Seller shall reasonably request, consistently with the provisions of this Covenant, request to give effect to the foregoing provisions PROVIDED THAT neither the Covenantor nor its agents shall be entitled to require the Company:provisions.

TAX RETURNS AND COMPUTATIONS. Subject 7.1 Without prejudice to paragraph 5.2 below5, the Covenantor Seller or its duly authorised agents shall at the Covenantor's expense be responsible for, and have the conduct of preparing, submitting to and agreeing with all the relevant Tax authorities Authorities all Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, each Group Member including (without limitationlimitation and subject to paragraph 10) claims and/or surrenders by way claims, elections, surrenders, notices or consents in respect of Group Reliefany Surrender under paragraph 10, for all Tax accounting periods of the Company such Group Members ending on or before Completion subject to and in connection therewith: (a) all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being shall be submitted in draft form by the Seller to Global the Purchaser or its duly authorised agents for comment. Global ; (b) the Purchaser or its duly authorised agent shall comment within 21 days of such submission. If submission but if the Covenantor Seller has not received any comments within 21 days, Global the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents. The Covenantor is not obliged to ; (c) the Seller shall take into account any all reasonable comments or and suggestions made by Global save for comments the Purchaser or suggestions which its duly authorised agents; (d) the Covenantor considers (acting in good faith) to be reasonable. Global Seller and the Purchaser shall each respectively afford (or procure the affordance) to the Covenantor other or its their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global ; (e) the Seller and the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; (f) the Purchaser undertakes to procure that the Company each Group Member shall at the request of the Covenantor Seller sign and submit to the relevant Tax authority Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor Seller shall reasonably request, consistently with the provisions of this Covenant, request to give effect to the foregoing provisions provided that the Purchaser shall not be obliged to procure that a Group Member signs and submits any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. 7.2 The provisions of paragraph 7.1 (other than paragraph 7.1(f)) shall apply in respect of the Tax accounting period of the Group Members in which Completion falls as if the word “Seller” reads “Purchaser” and the word “Purchaser” reads “Seller” PROVIDED THAT neither the Covenantor nor its agents Seller shall be entitled not have any right to require the Company:comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (or treated as occurring) after Completion.