1.2.4
“IHT Liability” means:
(i) any amount of inheritance tax in respect of which, as at Completion, HM Revenue & Customs or any other person has a charge on or a power to sell, mortgage or charge any of the Shares or assets of the Company; or (ii) any amount of inheritance tax for which the Company becomes primarily or secondarily liable after Completion as a result of the death of any person within seven years of a transfer of value, or deemed transfer of value if a charge on or power to sell, mortgage or charge any such shares or assets existed at Completion or would, if the death had occurred immediately before Completion and the Inheritance Tax payable as a result thereof had not been paid, have existed at Completion; (iii) and in determining for the purposes of this Deed whether a charge on or power to sell, mortgage or charge any of the Shares or assets of the Company exists at any time the fact that any inheritance tax is not yet payable or may be paid by instalments shall be disregarded and such inheritance tax shall be treated as becoming due and a charge or power to sell, mortgage or charge as arising, on the date of the transfer of value or other date or event on or in respect of which it becomes payable or arises and the provisions of section 213 of the Inheritance Tax Act 1984 shall not apply; 1.2.5 “ Overprovision ” means the amount by which any provision in the Completion Accounts relating to Tax (other than a provision for deferred Tax) is greater than the Tax Liability, and also means the extent to which any amounts paid under the Corporation Tax (Instalment Payments) Regulations 1998 are in excess of the related Tax Liability except in each case to the extent that such Overprovision is due to the utilisation of a Buyer’s Relief, or arises from a change in rates of taxation or any change in tax law or practice, in each case with retrospective effect; 1.2.6 “ Recovery ” means any amount which the Buyer or the Company recovers from some other person (other than the Buyer, but including any Tax Authority) in respect of a Tax Liability in respect of which payment has fallen due from the Covenantors under this Tax Deed provided that the Recovery is not an Accounts Relief;
1.2.7 “ Relief ” includes, but is not limited to, any relief, loss, allowance, credit, set off, deduction or exemption for any Tax purpose and any right to a repayment of Tax;.
1.2.8 “Sellers’ Relief” means any Relief arising in the Company before Completion which is not a Buyer’s Relief;
1.2.9 “Tax” or “Taxation” includes (without limitation) all forms of taxation and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, levies, imposts, withholdings, social security contributions, deductions or amounts in the nature of taxation, whenever and by whatever Tax Authority imposed and whether of the United Kingdom or elsewhere, irrespective of the person against or to whom the same are directly or primarily chargeable, together with all interest, fines, penalties,
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