5 The Use of Such Offsets
8.2 Then the amount of the Overprovision, Understatement, Sellers Relief and/or Corresponding Saving (the “Offset”) shall be used to reduce or extinguish any payment then due from the Covenantors under this Deed.
5.1 In those cases where the Offset arises at the same time as the Tax Liability, it can be used to reduce any payment that is then due.
6
The Carry-Back and Carry Forwards
8.3 To the extent that the Offset is not used under the provisions of clause 8.2 above, it shall be carried back and shall be set against any payments already made by the Covenantors under this Deed, in which case the lesser of the Offset and the aggregate of the payments already made shall be repaid promptly by the Buyer to the Covenantors.
8.4 To the extent that such Offset is not used under the provisions of clauses 8.2 and 8.3 above, it shall be carried forward and used to reduce or extinguish any future payments which become due from the Covenantors under this Deed.
6.1 These two clauses are self-explanatory. They do not seek to narrow the amounts which may be recovered to the same matters which gave rise to the payments by the Covenantors.
7 Requirement to Notify
8.5 As soon as either the Buyer or the Company becomes aware of the possibility of an Offset, then the Buyer shall, or shall procure that the Company shall, notify the Covenantors in writing of the existence or possibility of an Offset as soon as is reasonably practicable.
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