References to schedules, clauses and sub-clauses are to schedules, clauses and sub- clauses of this Deed unless the context otherwise requires.
NOW THIS DEED WITNESSES as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Words and expressions which are defined in the Agreement but which are not defined in this Deed shall have the meanings set out in the Agreement.
1.2
In this Deed unless the context otherwise requires:
1.2.1 “Accounts Value” means in respect of Taxation, Deferred Taxation, a Relief or a Corresponding Saving the amount at which such Taxation, Deferred Taxation, Relief or Corresponding Saving should be recognised in the Completion Accounts, [applying generally accepted accounting principles and practice in the United Kingdom] / [applying international financial reporting standards]; This new definition has been included, primarily to provide rather greater certainty as to the way that the loss of a Relief or a Corresponding Saving should be computed. (As Reliefs relate to both gross and net amounts, it is strongly arguable that the definition is also of use in the classic tax covenant.) There are two alternative wordings
provided in respect of the accounting rules that should be used in measuring the values of the tax assets and liabilities.
1.2.2
Buyer’s Relief : means
(a) any Relief to the extent that it has been taken into account in computing and so reducing or eliminating any provision for deferred Tax which appears in the Completion Accounts, or which but for such Relief would have appeared in the Completion Accounts or to the extent that it was taken into account in computing any deferred Tax asset which appears in the Completion Accounts (“ Deferred Tax Relief ”).
(b) any Relief, excluding Deferred Tax, to the extent that it was treated as an asset of the Company in the Completion Accounts (“ Accounts Relief ”).
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