8 Overprovisions, Understatements, Sellers Relief and Corresponding Savings
8.1
If:
8.1.1 an Overprovision arises, or;
8.1.2 an Understatement arises, or;
8.1.3 a Sellers’ Relief has been used to reduce or eliminate a Tax Liability for which the Covenantors are not liable under this Deed; or
8.1.4 a Corresponding Saving arises,
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. 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. 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.
9 Tax Returns
9.1 The Covenantors or their duly appointed agents shall, at the Covenantors’ cost:
9.1.1 prepare, submit and deal with all computations and returns relating to Tax Liabilities; and
9.1.2 prepare, submit and deal with all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax Liabilities in respect of all periods relevant for the purposes of Tax Liabilities ending on or before Completion.
9.2 The Covenantors shall deliver all documents relevant to periods ending on or before Completion that are required to be authorised and signed by the Company to the Buyer
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