ANY LIABILITY FOR TAX WHICH HAS RESULTED IN A
PAYMENT BEING MADE BY THE COVENANTOR UNDER THIS SCHEDULE HAS GIVEN RISE TO AN
ACTUAL SAVING OF TAX FOR ANY GROUP COMPANY WHICH WOULD NOT OTHERWISE HAVE ARISEN
(A "CORRESPONDING SAVING"), AN AMOUNT EQUAL TO THE VALUE (AS CERTIFIED BY THE
AUDITORS) OF SUCH OVERPROVISION OR CORRESPONDING SAVING SHALL BE DEALT WITH IN
ACCORDANCE WITH PARAGRAPH 9.3.
9.2
THE AMOUNT OF THE OVERPROVISION SHALL BE CALCULATED ON THE BASIS
THAT NO OVERPROVISION WILL ARISE OR BE INCREASED BY ANY PURCHASER'S RELIEF.
9.3
WHERE IT IS CERTIFIED UNDER PARAGRAPH 9.1 OF THIS SCHEDULE THAT AN
OVERPROVISION OR CORRESPONDING SAVING HAS ARISEN SUCH OVERPROVISION OR
CORRESPONDING SAVING IS TO BE DEALT WITH AS FOLLOWS:
9.3.1
THE OVERPROVISION OR CORRESPONDING SAVING SHALL FIRST BE SET OFF
AGAINST ANY PAYMENT THEN DUE FROM THE COVENANTOR UNDER THIS SCHEDULE; AND
9.3.2
TO THE EXTENT THERE IS AN EXCESS, A REFUND SHALL BE MADE TO THE
COVENANTOR OF ANY PREVIOUS PAYMENTS MADE BY THE COVENANTOR UNDER THIS SCHEDULE
AND NOT PREVIOUSLY REFUNDED UNDER THIS OR ANY OTHER PARAGRAPH UP TO THE AMOUNT
OF SUCH EXCESS; AND
9.3.3
TO THE EXTENT THAT THERE IS AN EXCESS, SUCH EXCESS SHALL BE CARRIED
FORWARD AND SET OFF AGAINST ANY FUTURE PAYMENT OR PAYMENTS WHICH BECOME DUE FROM
THE COVENANTOR UNDER THIS SCHEDULE IN CHRONOLOGICAL ORDER UNTIL EXHAUSTED.
10
MITIGATION
10.1
SUBJECT TO THE EXPRESS PROVISIONS OF THIS SCHEDULE, NEITHER THE
PURCHASER NOR ANY GROUP COMPANY SHALL BE UNDER ANY OBLIGATIONS OR DUTY TO
MITIGATE ANY LOSS OR TAKE ANY OTHER ACTION TO REDUCE THE COVENANTOR'S LIABILITY
UNDER THIS SCHEDULE.
11
TAX RETURNS
11.1
THE COVENANTOR (OR ITS DULY AUTHORISED AGENTS) SHALL (AT THE
COVENANTOR'S COST AND EXPENSE) PREPARE ALL RETURNS AND COMPUTATIONS RELATING TO
TAX OF THE GROUP COMPANIES FOR ALL PERIODS ENDING ON OR BEFORE COMPLETION (EACH
A "TAX DOCUMENT") AND SUBMIT THEM (NO LATER THAN 10 BUSINESS DAYS PRIOR TO THE
EXPIRY OF ANY APPROPRIATE TIME LIMIT) TO THE PURCHASER FOR
9
AUTHORISATION, SIGNING AND SUBMISSION BY THE RELEVANT GROUP COMPANY TO THE
RELEVANT TAX AUTHORITY.
11.2
THE PURCHASER SHALL PROCURE THAT THE RELEVANT GROUP COMPANY SHALL
AUTHORISE, SIGN AND SUBMIT, TO THE RELEVANT TAX AUTHORITY, THE TAX DOCUMENTS
WITHOUT AMENDMENT OR WITH SUCH AMENDMENTS AS THE PURCHASER REASONABLY CONSIDERS
NECESSARY PROVIDED THAT THE PURCHASER SHALL NOT BE REQUIRED TO TAKE ANY ACTION
PURSUANT TO THIS PARAGRAPH 11.2 IF, IN RELATION TO ANY TAX DOCUMENT, IT
REASONABLY CONSIDERS THAT SUCH TAX DOCUMENT IS FALSE, MISLEADING, INACCURATE OR
INCOMPLETE IN ANY MATERIAL RESPECT.
11.3
THE COVENANTOR SHALL HAVE CONDUCT OF ALL MATTERS (INCLUDING DEALING
WITH ALL NEGOTIATIONS AND CORRESPONDENCE) RELATING TO THE TAX DOCUMENTS PROVIDED
THAT THE COVENANTOR SHALL NOT (AND SHALL PROCURE THAT ITS AGENTS SHALL NOT)
AGREE ANY MATTER WITH A TAX AUTHORITY WHICH IS LIKELY TO AFFECT TO ANY EXTENT
THE FUTURE LIABILITY TO TAXATION OF ANY GROUP COMPANY OR OF THE PURCHASER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER (SUCH CONSENT NOT TO