surcharges, imposed pursuant to any legislation relating thereto, but excluding business property rates;
1.2.10 “Tax Authority” means the Inland Revenue, HM Customs and Excise, HM Revenue and Customs, the Department of Social Security and any other governmental or other authority whatsoever which has the competence to impose or collect any Tax whether in the United Kingdom or elsewhere;
1.2.11 “Tax Claim” means:
(i) any claim, notice, demand, assessment (including self-assessment), letter or other document issued, or action taken, by or on behalf of any Tax Authority or person, or
(ii) the preparation or submission of any notice, return, assessment, letter or other document by the Buyer, the Company, or any other person.
(iii) from which it appears that the Company is or may be subject to a Tax Liability or other liability in relation to which the Buyer could make a claim under this Deed, or from which it appears that any Corresponding Saving, Overprovision, Understatement or Seller’s Relief may be reduced; 1.2.12 “ Tax Liability ” shall mean any liability of the Company to make payment of or in respect of Tax to the extent that such payment has not been made prior to Completion, and whether or not the Company has or may have any right of reimbursement against any other person or persons, and shall include instalments of corporation tax payable pursuant to the Corporation Tax (Instalment Payments) Regulations 1998, but shall also include: (i) the loss, utilisation or reduction of any Deferred Tax Relief which would (were it not for the said loss, utilisation or reduction) have been available to the Company in which case the amount of the Tax Liability will be the amount of Tax which would have been saved if the Deferred Tax Relief had not been unavailable; (ii) the loss or reduction in the amount of, or the setting off against any Tax Liability for which no provision has been made in preparing the Completion Accounts, of an Accounts Relief , in which case the amount of the Tax Liability will be the amount of the reduction of the Accounts Relief; and (iii) the loss or reduction in the amount of, or the setting off against income, profits or gains earned, accrued or received on or before the Completion Date or against any Tax Liability, of any Post-Completion Relief or Buyer’s Group Relief in circumstances where, but for such loss, reduction or setting off, the Company would have had a Tax Liability in respect of which the Buyer would have been able to make a claim under this Deed, in which case the amount of the Tax Liability shall be the amount of Tax saved or relieved by the Company as a result of such set off or use;
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