Common use of TAX RETURNS AND COMPUTATIONS Clause in Contracts

TAX RETURNS AND COMPUTATIONS. 5.1 The Purchaser or its duly authorised agents will be responsible for, and have the conduct of: (a) preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns, computations, documents and correspondence of each Group Company for all accounting periods and Tax periods (if relevant) of each Group Company ending (i) on or before Completion, and (ii) in which Completion falls (“Tax Documents”); (b) preparing, submitting and agreeing with the relevant Tax Authorities any Tax Returns, computations, documents and correspondence relating to any Transfer Taxes payable in connection with this Agreement and/or the transactions contemplated by this Agreement (“Transfer Tax Documents”); (c) dealing with all other matters which relate to Tax including, without limitation, any enquiry, dispute, audit, negotiation or settlement involving any Tax Authority for all accounting periods and Tax periods (if relevant) of each Group Company ending (i) on or before Completion, and (ii) in which Completion falls; and (d) paying any Transfer Taxes due in connection with this Agreement and/or the transactions contemplated by this Agreement. 5.2 For the purposes of paragraph 5.1: (a) all Tax Documents and Transfer Tax Documents which are to be submitted to a Tax Authority must be submitted in draft form by the Purchaser to the Primary Indirect Interest Holders or their duly authorised agents for comment. If a time limit applies in relation to the submission of any Tax Documents or Transfer Tax Documents, the Purchaser shall ensure that the Primary Indirect Interest Holders receive the Tax Documents or Transfer Tax Documents no later than twenty (20) Business Days before the expiry of the time limit (or, if a shorter time limit applies in relation to the submission of the relevant Tax Documents or Transfer Tax Documents, as soon as is reasonably practicable); (b) the Primary Indirect Interest Holders or their duly authorised agents must comment within ten (10) Business Days (or, if a shorter time limit applies in relation to the submission of the relevant Tax Documents or Transfer Tax Documents, within such time as will reasonably enable the Purchaser to file the Tax Documents or Transfer Tax Documents within the applicable time period) of their receipt of any such Tax Documents or Transfer Tax Documents from the Purchaser and if the Purchaser has not: (i) received any comments from the Primary Indirect Interest Holders (or their duly authorised agents); or (ii) following receipt of a notice by the relevant Primary Indirect Interest Holders from the Purchaser pursuant to paragraph 5.2(c)(i) below, received written confirmation of jointly agreed comments and/or suggestions in accordance with paragraph 5.2(c)(ii) below, within such period, the Primary Indirect Interest Holders and their duly authorised agent will be deemed to have approved such draft documents; (c) the Purchaser must take into account all reasonable comments and suggestions made by a Primary Indirect Interest Holder or its duly authorised agents except where one or more Primary Indirect Interest Holder makes comments and/or suggestions which, in the Purchaser’s reasonable opinion, conflict with those received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such comments and/or suggestions conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take into account any comments and/or suggestions made by the Primary Indirect Interest Holders except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting comments and/or suggestions (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes any comments and/or suggestions under this paragraph 5.2(c) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with a copy of such comments and/or suggestions; (d) the Warrantors and the Purchaser must each respectively afford (or procure the affordance) to each other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all outstanding Tax Documents which relate to Group Companies and Transfer Tax Documents; (e) the Warrantors and the Purchaser must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; and (f) where any Transfer Tax Documents are required by Law to be submitted by the Vendor, the Purchaser shall prepare and the Vendor, or if applicable, the Primary Indirect Interest Holders on behalf of the Warrantors (as novatees of the Vendor’s rights) shall submit such Transfer Tax Documents to the relevant Tax Authorities subject to and in accordance with the provisions of this paragraph 5.2, provided that paragraphs 5.2(a) to (e) above shall only apply to Transfer Tax Documents which are due to be submitted by the Purchaser to a Tax Authority on or prior to the date on which the Completion Statement is finalised pursuant to paragraph 2.4 of Schedule 9. 5.3 For the avoidance of doubt, where any matter relating to Tax gives rise to a Demand to which the provisions of paragraph 3 apply, those provisions shall take precedence over the provisions of this paragraph 5 (Tax Returns and Computations). 5.4 For the avoidance of doubt the provisions of paragraph 5.2 shall apply to any Tax Documents or other matters relating to Tax which are reasonably expected to be relevant to a liability of the Warrantors or the Vendor under this Schedule 9 (Tax Covenant). 5.5 Subject to paragraph 5.4, paragraph 5.2 shall not apply in respect of any Tax Documents or other matters relating to Tax which relate solely to an Event or Events occurring (or treated as occurring) after Completion.

TAX RETURNS AND COMPUTATIONS. 5.1 6.1 The Purchaser or its duly authorised agents will shall, at the cost of the relevant Group Company (subject to paragraph 9.1), be responsible for, for and have the conduct of: (a) of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns, computations, documents and correspondence Returns of each Group Company for all accounting periods and Tax periods (if relevant) of each Group Company ending (i) on or before Completion, and (ii) in which Completion falls (“Tax Documents”); (b) preparing, submitting and agreeing with the relevant Tax Authorities any Tax Returns, computations, documents and correspondence relating to any Transfer Taxes payable in connection with this Agreement and/or the transactions contemplated by this Agreement (“Transfer Tax Documents”); (c) dealing with all other matters which relate to Tax including, without limitation, any enquiry, dispute, audit, negotiation or settlement involving any Tax Authority for all accounting periods and Tax periods (if relevant) of each Group Company ending (i) on or before Completion, and (ii) in which Completion falls; and (d) paying any Transfer Taxes due in connection with this Agreement and/or the transactions contemplated by this Agreement. 5.2 For the purposes of paragraph 5.1periods: (a) all Tax Documents ending on or before the Completion Date, and (b) commencing on or before the Completion Date and Transfer Tax Documents which are ending after the Completion Date, to be the extent, in each case, that the same shall not have been prepared and submitted to a the relevant Tax Authority must before Completion. 6.2 Any such Tax Return as is referred to in paragraph 6.1 shall be submitted in draft form by the Purchaser to the Primary Indirect Interest Holders Vendors’ Representative or their its duly authorised agents for comment. If at a time limit applies reasonable time, and in relation to the submission of any Tax Documents or Transfer Tax Documents, the Purchaser shall ensure that the Primary Indirect Interest Holders receive the Tax Documents or Transfer Tax Documents no later than twenty (20) event 20 Business Days before the expiry of last date on which the time limit Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties (or, if a shorter time limit applies in relation to the submission filing of the relevant Tax Documents or Transfer Return, within such time as will reasonably enable the Vendors’ Representative to review and comment on the Tax DocumentsReturn within the applicable time period). If it wishes to do so, as soon as is reasonably practicable); (b) the Primary Indirect Interest Holders or their duly authorised agents Vendors’ Representative must comment provide any comments on such Tax Returns in writing within ten (10) 20 Business Days (or, if a shorter time limit applies in relation to the submission filing of the relevant Tax Documents or Transfer Tax DocumentsReturn, within such time as will reasonably enable the Purchaser (or its duly authorised agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Documents or Transfer Tax Documents Return within the applicable time period) of their its receipt of any such Tax Documents or Transfer Tax Documents Returns (the “Vendor’s Response Period”) from the Purchaser otherwise the Vendors’ Representative and if the Purchaser has not: (i) received any comments from the Primary Indirect Interest Holders (or their its duly authorised agents); or (ii) following receipt of a notice by the relevant Primary Indirect Interest Holders from the Purchaser pursuant to paragraph 5.2(c)(i) below, received written confirmation of jointly agreed comments and/or suggestions in accordance with paragraph 5.2(c)(ii) below, within such period, the Primary Indirect Interest Holders and their duly authorised agent agents will be deemed to have approved such draft documents; (c) . The Purchaser shall properly reflect in the Purchaser must take into account relevant Tax Return all reasonable comments of the Vendors’ Representative that are received within the Vendor’s Response Period which relate to a matter for which a Warrantor may be liable under this Schedule or under the Tax Warranties and suggestions made by a Primary Indirect Interest Holder or its duly authorised agents except where one or more Primary Indirect Interest Holder makes comments and/or suggestions which, for which it is reasonably likely that an amount in the Purchaser’s reasonable opinion, conflict with those received by respect of such liability will be deducted from any Milestone Consideration. Nothing herein shall oblige the Purchaser from another Primary Indirect Interest Holder, in which case: (i) or a Group Company to submit any computation or other document unless the Purchaser shall notify is satisfied that the Primary Indirect Interest Holders as soon as reasonably practicable same is accurate and complete in writing that, in its reasonable opinion, such comments and/or suggestions conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take into account any comments and/or suggestions made by the Primary Indirect Interest Holders except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting comments and/or suggestions (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes any comments and/or suggestions under this paragraph 5.2(c) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with a copy of such comments and/or suggestions;all respects. (d) the Warrantors 6.3 Each Vendor and the Purchaser must each (i) respectively afford (or procure the affordance) to each other or and their duly authorised agents of information and assistance which may reasonably be required required, and (ii) co-operate in good faith, in each case, to prepare, submit and agree all outstanding Tax Documents which relate Returns referred to Group Companies in this paragraph 6 and Transfer Tax Documents; (e) the Warrantors and the Purchaser must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; and (f) where any Transfer Tax Documents are required by Law to be submitted by the Vendor, the Purchaser shall prepare and the Vendor, or if applicable, the Primary Indirect Interest Holders on behalf of the Warrantors (as novatees of the Vendor’s rights) shall submit such Transfer Tax Documents to the relevant Tax Authorities subject to and conduct matters in accordance with the provisions of Vendors’ or the Purchaser’s (as applicable) rights under this paragraph 5.2, provided that paragraphs 5.2(a) to (e) above shall only apply to Transfer Tax Documents which are due to be submitted by the Purchaser to a Tax Authority on or prior to the date on which the Completion Statement is finalised pursuant to paragraph 2.4 of Schedule 96. 5.3 6.4 For the avoidance of doubt, : (a) where any matter relating to Tax gives rise to a Demand to which the provisions of paragraph 3 4 apply, those the provisions of paragraph 4 shall in the event of a conflict take precedence over the provisions of this paragraph 5 6; and (b) the provisions of this paragraph 6 shall not prejudice the rights of the Purchaser to make a claim under this Schedule or under the Tax Returns and Computations)Warranties. 5.4 6.5 For the avoidance of doubt the provisions of paragraph 5.2 6.2 shall only apply to any Tax Documents Return or other matters relating to Tax which to the extent they are reasonably expected to be relevant to a liability of the a Warrantors or the Vendor under this Schedule 9 (or under the Tax Covenant). 5.5 Subject to paragraph 5.4, paragraph 5.2 shall not apply Warranties and for which it is reasonably likely that an amount in respect of such liability will be deducted from any Milestone Consideration. 6.6 Notwithstanding any rights of the Vendors under this paragraph 6: (a) the Vendors’ Representative shall not be permitted to request that the Purchaser or a Group Company make any claim, election, surrender, disclaimer, notice or consent, or withdraw any such item, unless the making, giving or withdrawal of it is permitted by law and is either taken into account in preparing the Net Working Capital Statement or could not have any adverse effect on the liability to Tax of a Group Company, the Purchaser or a member of the Purchaser’s Tax Group; (b) a request by the Vendors’ Representative that the Purchaser utilise a Purchaser’s Relief to any extent shall not be considered a reasonable comment (unless the Purchaser provides its written consent to such utilisation); and (c) the Vendors’ Representative shall not without the consent of the Purchaser amend any Tax Documents or other matters relating Return of a Group Company when such Tax Return was submitted to the relevant Tax which relate solely to an Event or Events occurring (or treated as occurring) after Authority before Completion.