2.1 The involvement of the Buyer in respect of the tax computations relating to the pre- completion period is largely a passive one: the Buyer will procure that the returns are authorised so that they can be submitted. However, the Buyer does not normally anticipate any close involvement in those computations, providing that he is not implicated in submitting documents which are materially incorrect. 2.2 The above status is consistent with the positions of the two parties: the Buyer recognises that he has the protection of the tax covenant in respect of pre-completion periods and normally has no desire to meddle unnecessarily in the pre-completion tax affairs.
3 Duties of Covenantors re Computations up to Completion
9.4
The Covenantors shall procure that the Buyer:
9.4.1 is kept fully informed of the progress of all matters relating to the Taxation affairs of the Company in relation to clause 9.1 above;
9.4.2 receives copies of, or extracts from, all written correspondence to, or from, any Tax Authority insofar as it is relevant to the matters referred to in clause 9.1 above;
9.4.3 receives drafts of any documents which are to be submitted. If a time limit applies in relation to the submission of any document, the Covenantors shall ensure that the Buyer receives the document no later than 20 Business Days before the expiry of the time limit; and
9.4.4 is consulted fully in relation to the matters referred to in Clause 9.4.1 above and any reasonable written comments of the Buyer are taken into account in relation to such matters provided that the Buyer’s comments are received no later than 10 Business Days after the draft document has been received by the Buyer pursuant to clause 9.4.3;
9.5 The Covenantors agree to devote reasonable resources to dealing with the Taxation affairs of the Company in relation to the periods prior to Completion,
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