NORTH AMERICANINTERNATIONAL HOLDING CORPORATION SIRVA HOLDINGS LIMITED PIERRE FINANCE NEDERLANDRENTING BV ALLIED ARTHUR PIERRE NV SIRVA WORLDWIDE, INC TRANSEURO AMERTRANSINTERNATIONAL HOLDINGS BV SMIT MATRIX BV ZENICINTERNATIONAL HOLDINGS LIMITED AMENDED AND RESTATED AGREEMENT for the sale and purchaseof SIRVA Incs Continental European Moving Services Operations 20 April 2007

SCHEDULE 8

CLOSING ARRANGEMENTS

Part A : Seller Obligations

At Closing, the Sellers shall deliver or ensure that there is delivered to the relevant Purchaser (or made available to the Purchasers’ reasonable satisfaction):

(a)                                  duly executed transfers into the name of the Share Purchaser in respect of all the Shares, including:

(i)                                     in respect of the Shares issued by SIRVA France, the duly executed “ordres de mouvement de titres et formulaires cerfa” (transfers and tax forms);

(ii)                                  in respect of the Shares issued by Allied Arthur Pierre SA, the duly updated shareholders’ register;

(iii)                               in respect of the Shares issued by Allied Pickfords B.V. and Allied Varekamp B.V., notarial deeds of transfer duly executed by NAIHC and the Share Purchaser;

(iv)                              in respect of the Shares issued by Scanvan Holding AB, the share certificates (if any) and the updated shareholders’ register;

(v)                                 in respect of the bearer Shares issued by SIRVA S.A., delivery of all share certificates to the Share Purchaser;

(vi)                              in respect of the Shares issued by Allied Pickfords s.r.o., the notarial transfer agreement in customary form, duly executed by NAIHC and the Share Purchaser;

(vii)                           in respect of the Shares issued by Allied Pickfords Polska Sp. Zoo., the notarial transfer agreement in customary form duly executed by NAIHC and the Share Purchaser;

(viii)                        in respect of the Shares issued by SIRVA Deutschland GmbH  (Germany), the notarial transfer agreement in customary form duly executed by NAIHC and the Share Purchaser; and

(ix)                                in respect of the Shares issued by Allied Pickfords KeS Kft, the transfer agreement in customary form duly executed by NAIHC and the Share Purchaser, and evidence of the waiver by each quotaholder (NAIHC and Pierre Finance) of all rights of first refusal/pre-emption, in accordance with the Articles of Association of Allied Pickfords KeS Kft and Hungarian law;

(b)                                 (in respect of each Target Company) the resignation of each director, company secretary and auditor of that Target Company as may be notified by the Purchasers not later than 7 Business Days prior to Closing, such resignations to comply with the laws of the jurisdiction in which the relevant Target Company is incorporated and/or that Target Company’s constitutional documents and, in respect of any resignation to be provided by Kevin Pickford, Eric Machiels and/or Stephen Boyd only pursuant to this paragraph (b), such resignation shall incorporate a statement confirming that the

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person resigning does not have any claim against the relevant Target Company for loss of office as director or company secretary (as applicable);

(c)                                  a copy (certified by a duly appointed officer as true and correct) of a resolution of the board or, as applicable, supervisory board of directors of the relevant Seller (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by the relevant company of its obligations under this Agreement and each of the Transaction Documents to be executed by it; and

(d)                                 possession of the Business Properties and of the other tangible Business Assets agreed to be sold under this Agreement.

Part B : Purchaser Obligations

At Closing, the Purchasers shall:

(a)                                  deliver (or ensure that there is delivered to the Sellers) a copy of a resolution (certified by a duly appointed officer as true and correct) of the board or, as applicable, supervisory board of directors of the Purchasers (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by the relevant company of its obligations under this Agreement and each of the Transaction Documents to be executed by it;

(b)                                 pay to the Sellers the Initial Cash Price in accordance with clause 2.4.

Part C : Inter-Company Debt

At Closing, the Sellers and the Purchasers shall carry out their respective obligations under Schedule 11 (Inter-Company Debt) required to be performed at Closing.

Part D : General

1.     The Sellers and the Purchasers shall negotiate in good faith with a view to agreeing before the Closing Date the final form of any Transaction Document which is not in Agreed Form at the date of this Agreement.  If not so agreed by the Closing Date, the Transaction Document shall be in the form reasonably specified by the Sellers provided it is consistent with the terms of this Agreement.

2.     At or before Closing, the Sellers and the Purchasers shall execute and deliver to each other (or procure that their relevant Affiliates shall execute and deliver) the following other documents in the Agreed Form required by this Agreement to be executed on or before Closing, namely:

(a)                                  the Transitional Services Agreement;

(b)                                 each of the Authorised Representative Agreements;

(c)                                  the Licence Agreement;

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(d)                                 the UK agency agreement to be entered into between SIRVA UK Limited and Team Relocations Limited; and

(e)                                  the Preferred Representative Agreements.

3.     If any document listed in this Schedule 8 is required to be notarised, the parties shall execute such document at a location notified by the Sellers to the Purchasers at least the Business Day before Closing where a notary with the required qualification will be present.

4.     All documents and items delivered at Closing pursuant to this Schedule 8 shall be held by the recipient to the order of the person delivering the same until such time as Closing shall be deemed to have taken place.  Simultaneously with:

(a)                                  delivery of all documents and all items required to be delivered at Closing (or waiver of its delivery by the person entitled to receive the relevant document or item); and

(b)                                 receipt of an electronic funds transfer to the Sellers’ Bank Accounts in accordance with clause 2.4(a) of this Agreement in immediately available funds of the Initial Cash Price,

the documents and items delivered in accordance with this Schedule shall cease to be held to the order of the person delivering them and Closing shall be deemed to have taken place.

5.     Except as otherwise provided in this Schedule 8, title to all Business Assets which are capable of transfer by delivery shall pass by delivery.

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SCHEDULE 9

BUSINESS CONTRACTS

The provisions of this Schedule 9 shall apply if and to the extent that a Third Party Consent is required in relation to a Business Contract or Business Claim as specified in clause 10.5.

1.     Each of the Purchasers and each relevant member of the Purchasers’ Group shall use all reasonable efforts, with the co-operation of the Sellers or relevant member of the Sellers’ Group, to obtain any Third Party Consent by Closing.  The Purchasers shall ensure that members of the Purchasers’ Group provide any information reasonably requested for that purpose by the person, firm or company concerned.

2.     If any such Third Party Consent has not been obtained by Closing, then until it is obtained:

(a)                                  the obligation of the Purchasers to use all reasonable efforts to obtain that Third Party Consent shall continue;

(b)                                 the transfer of that Business Contract or Business Claim (to the extent that a Third Party Consent is required) shall not take effect and the Business Seller shall from Closing hold it on trust for the Business Purchaser (except to the extent that any of the rights under it are Excluded Assets) and account for and pay or deliver to the Business Purchaser (as soon as reasonably practicable after receipt) any moneys, goods and other benefits which it receives after Closing to the extent that they relate to such Business Contract or Business Claim net of any taxation suffered thereon (except in each case to the extent they comprise, or represent the proceeds from, an Excluded Asset);

(c)                                  the Business Purchaser shall perform (as the sub contractor or agent of the Business Seller) all the obligations of the Business Seller under any Business Contract to be discharged after Closing and indemnify the Sellers against any and all Costs suffered or incurred as a result of any failure by the Business Purchaser to perform those obligations;

(d)                                 the Sellers shall from Closing give all reasonable assistance to the Business Purchaser (at the Business Purchaser’s written request and sole expense) to enable the Business Purchaser to enforce its rights under the Business Contracts or Business Claims, provided that:

(i)                                     no member of the Sellers’ Group shall be obliged to make any payment (in money or money’s worth) under this sub-paragraph (d) unless it has first been paid the amount concerned by the Purchasers nor shall it be obliged to become involved in any legal action; and

(ii)                                  the Business Purchaser shall not agree to any amendment or waiver of those rights under the relevant Business Contract or Business Claim (which continue to be rights of the Sellers or of a member of the Sellers’ Group) without prior written approval of the Sellers or of the relevant member of the Sellers’ Group.

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3.     If:

(a)                                  the terms of any particular Business Contract do not permit the Business Purchaser to perform the Business Seller’s obligations as sub-contractor or as agent; or

(b)                                 any Third Party Consent is not obtained within 3 months after the Closing Date or is refused and the procedure set out in this Schedule does not enable the benefit of any Business Contract or Business Claim to be enjoyed in all material respects by the Business Purchaser or another member of the Purchasers’ Group after the Closing Date,

then the Sellers and the Purchasers shall use all reasonable efforts to achieve an alternative solution by which the Business Purchaser shall receive the benefit of the relevant Business Contract or Business Claim and assume the associated obligations (provided that no member of the Sellers’ Group shall be obliged to make any commitment, incur any liability or make any payment for that purpose).

4.     The Purchasers shall indemnify each member of the Sellers’ Group against any and all Costs suffered or incurred by the relevant member of the Sellers’ Group as a result of any Third Party Consent not being obtained or which are otherwise suffered or incurred as a result of any action taken by the parties pursuant to this Schedule 9.

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SCHEDULE 10

TAX

Part A — Tax Warranties

1.      GENERAL/COMPLIANCE

Last Accounts

1.1   All liabilities, whether actual or deferred, contingent or disputed, of each Target Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Last Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Last Accounts Date are fully provided for or (as appropriate) disclosed in the Last Accounts.

Position since Last Accounts Date

1.2   Since the Last Accounts Date,

(a)                                  No Target Company has been involved in any transaction and no Event has occurred which has given or may give rise to a liability to Tax on any Target Company (or would have given or might give rise to such a liability but for the availability of any relief) other than Tax in respect of normal trading income or receipts of the Target Company concerned arising from transactions entered into by it in the ordinary course of business; and

(b)                                 no accounting period of any Target Company for the purposes of any Tax has ended otherwise than by effluxion of time.

Returns etc

1.3   Except as otherwise provided in the Disclosure Letter, each Target Company has duly, and within any appropriate time limits, made all returns, given all notices and supplied all other information required to be supplied to all relevant Tax Authorities prior to the Closing Date and has maintained all records required to be maintained for Tax purposes.

1.4   Except as otherwise provided in the Disclosure Letter, all information set out in paragraph 1.3 above was and remains complete and accurate in all material respects and all such returns and notices were and remain complete and accurate in all material respects and were made on the proper basis and do not, and so far as the relevant Sellers are aware are not likely to be, or reveal any transactions which may be, the subject of any dispute with, or any enquiry raised by, any Tax Authority.

1.5   Except as otherwise provided in the Disclosure Letter, all amounts of or in respect of Tax that the Target Companies are or have been obligated to pay (insofar as such Tax ought to have been paid) has been paid.

1.6   So far as the Sellers are aware, no Tax Authority has operated or agreed to operate any special arrangement (being an arrangement which is not based on relevant legislation or any published practice) in relation to the affairs of any Target Company.

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1.7   Except as disclosed in the Disclosure Letter, no Target Company is or will be bound by any tax indemnity, tax sharing arrangement or tax allocation agreement (however described).

Disputes, investigations

1.8   No Target Company is involved in any current dispute with any Tax Authority or is or has in the last six years been the subject of any investigation, enquiry, audit or non-routine visit by any Tax Authority.  So far as the Sellers are aware in relation to each Target Company there is no planned investigation, enquiry, audit or non-routine visit by any Tax Authority and, so far as the Sellers are aware, there are no circumstances which make it likely that any Target Company will in the foreseeable future be subject to any such investigation, enquiry, audit or visit.

Secondary Liabilities¶

1.9   Each Target Company is not, and so far as the Sellers are aware, will not become liable to make to any person (including any Tax Authority) any payment in respect of any liability to Tax or be deprived of any relief otherwise available to it, or to make reimbursement or indemnity in respect of any Tax, for which any other person, or company is or may be primarily liable.

Penalties, interest

1.10 So far as the Sellers are aware, no relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) has been claimed and/or given to any Target Company which has been taken into account in the Last Accounts as an asset or in computing any provision for Tax which could or might be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring either at or at any time before Closing or within the ordinary course of business after Closing.

1.11 The Disclosure Letter contains details of all notifications, notices, claims, clearances, elections, surrenders, disclaimers, withdrawals of claims or consents assumed to have been made, given or done for the purposes of computing the provision for Tax in the Last Accounts in relation to any Target Company which have yet at the date of this Agreement to be made, given or done and any rights to make an appeal against any assessment or an application for postponement of any Tax.

1.12 Within the past six years, no Target Company nor any director or officer of any Target Company (in his capacity as such) has paid or become liable to pay, and so far as the Sellers are aware there are no circumstances by reason of which it or they may become liable to pay to any Tax Authority, any penalty, fine, surcharge or interest in respect of Tax (including in respect of any failure to make any return, give any notice or supply any information to any relevant Tax Authority, or any failure to keep or preserve any records or to pay Tax on the due date for payment).

Withholdings

1.13 So far as the Sellers are aware each Target Company has made all deductions and retentions of or on account of Tax as it was or is obliged or entitled to make and all such payments of or on account of Tax as should have been made to any Tax Authority in respect of such deductions or retentions.

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2.      CAPITAL GAINS

2.1   If each Target Company disposed of each of its assets (except trading stock and work-in-progress) for a consideration equal to the book value of that asset as shown in or adopted for the purposes of the Last Accounts to a person not connected with it and by way of bargain at arm’s length, no liability to Tax would arise by reference to any actual or deemed gain and no Target Company has acquired any such asset (otherwise than from another Target Company) except by way of bargain at arm’s length and from an unconnected person.

2.2   No allowable loss which might accrue on the disposal by any Target Company of any asset is liable to be reduced or eliminated and no chargeable gain is liable to be created or increased by virtue of any depreciatory transaction or reduction in value of that or any related asset for the purposes of corporation Tax on chargeable gains or any corresponding Tax of any relevant foreign jurisdiction.

3.      COMPANY RESIDENCE/PERMANENT ESTABLISHMENT

3.1   Each Target Company is and has at all times been resident for Tax purposes in its place of incorporation and is not and has not at any time been treated as resident in any other jurisdiction for any Tax purpose (including any double Taxation arrangement).  No Target Company is subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a permanent establishment or other place of business in that jurisdiction.

3.2   No Target Company is liable for any Tax as the agent of any other person or business or constitutes a permanent establishment of any other person, business or enterprise for any Tax purpose.

4.      VALUE ADDED TAX

4.1   For the purposes of this Part A of Schedule 10 the expression “VAT” means value added tax or any other sales or turnover Tax of any relevant jurisdiction, and “VAT legislation” means any relevant enactments in relation to VAT and all notices, provisions and conditions made or issued thereunder including the terms of any agreement reached with any relevant Tax Authority, and any concession referred to in the Disclosure Letter.

4.2   In relation to each Target Company:

(a)                                  it is registered for the purposes of VAT, has been so registered at all times that it has been required to be registered by VAT legislation, and such registration is not subject to any conditions imposed by or agreed with the relevant Tax Authority;

(b)                                 it has complied fully with and observed in all material respects the terms of VAT legislation;

(c)                                  it has maintained and obtained at all times complete, correct and up-to-date records, invoices and other documents (as the case may be) appropriate or requisite for the purposes of VAT legislation and has preserved such records, invoices and other documents in such form and for such periods as are required by VAT legislation;

(d)                                 it obtains credit for all input Tax paid or suffered by it;

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(e)                                  it is not and has not been treated as a member of a group for the purposes of VAT legislation, and has not applied for such treatment; and

(f)                                    it is not and has not been subject under VAT legislation to any penalty, fine or surcharge, or any warning or notice  which could (whether with or without other events) lead to the imposition of any penalty, fine or surcharge, and has not been required to give any security as a condition of making supplies for the purposes of VAT.

4.3   All VAT, import duty and other Taxes or charges payable by any Target Company upon the supply, acquisition, use or importation of goods or services, and all excise duties payable in respect of any assets (including trading stock) imported or owned by any Target Company, have been paid in full.

5.      STAMP DUTY/CAPITAL DUTY

5.1   All documents in the possession or under the control of each Target Company or to the production of which any Target Company is entitled which establish or are necessary to establish the title of any Target Company to any asset, or by virtue of which any Target Company has any right, have been duly stamped and any applicable stamp duties or similar duties or charges in respect of such documents have been duly accounted for and paid.

5.2   All duties, fees and penalties payable in respect of the capital of each Target Company (including any premium over nominal value at which any share was issued) have been duly accounted for and paid, and there are no circumstances under which any relief obtained against payment of any such amount could be withdrawn.

6.      TAX AVOIDANCE

6.1   So far as the Sellers are aware, no Target Company has been involved in any transaction or series of transactions the sole or one of the main purposes of which is a reduction in the Tax liability of any person or to which a Tax law concerning anti-avoidance applies or may apply.

6.2   All transactions in respect of which any material consent or clearance was required by law from any Tax Authority have been entered into or carried out by the Target Companies after such consent or clearance has first been properly obtained, and so far as the Sellers are aware, any such clearance or consent has been obtained on the basis of full and accurate disclosure to the relevant Tax Authority of all material information in connection with such consent or clearance, and all such transactions for which consent or clearance has been obtained has been carried out in accordance with the terms of such consent or clearance.

7.      TRANSFER PRICING

7.1   So far as the Sellers are aware, all arrangements, transactions or series of transactions between any Group Companies, or between any Target Company and any current or past member of the Retained Group, have been and are on arm’s length terms, and no Target Company is, nor has it been, liable to have its profits for Tax purposes adjusted by reason of any provision of Tax law concerning the adjustment of profits of associated enterprises and no Target Company is in dispute with any Tax Authority in relation to the application of any

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such provision and each Target Company has complied with all documentation requirements under relevant transfer pricing rules.

7.2   All Target Companies have complied with prevailing administrative practices relating to financial indebtedness and thin capitalisation ratios.

8.      GROUP RELIEF, ETC

8.1   The Disclosure Letter contains full details of all surrenders, transfers, claims and agreements for surrenders, transfers or claims for any amounts by way of Group Relief or for the surrender or transfer to or by each Target Company of any relief, together with details of all payments for Group Relief, or for such surrender or transfer, made or received, in respect of any accounting period ended within six years prior to the date of signing this Agreement.

8.2   To the extent that the provision for Tax, including deferred tax, in the Last Accounts assumes that any Target Company will benefit from any such surrender, transfer or claim, it has the legally enforceable right to the relevant benefit, without any obligation to make any payment not provided for in the Last Accounts.  To the extent that the Last Accounts assume that any Target Company will receive payment for any such surrender, transfer or claim, it has the legally enforceable right to receive that payment, without any obligation to make any surrender, transfer or claim, the effect of which is not reflected in the Last Accounts.

8.3   Except as otherwise provided in the Disclosure Letter, no Target Company is or has been part of a consolidated group taxation regime.

8.4   So far as the Sellers are aware, no charge to Tax will arise in any Target Company as a result of entering into and Completion of this Agreement.

9.      BUSINESS SELLER TAX WARRANTIES

9.1   All documents to which the Business Seller is a party and which are necessary to enforce any rights which may be required for the purposes of the Business or pursuant to which the Business Seller derives title to the Business Assets are in the possession of the Business Seller or under its control and any such documents which attract stamp duty have been duly stamped and any stamp duty, stamp duty land tax or equivalent taxes in any jurisdiction have been duly paid and all such documents have been duly filed as appropriate.

Part B : Tax Covenant

1.      COVENANT TO PAY

1.1   Each Share Seller hereby jointly and severally covenants with the Share Purchaser and its successors in title to pay to the Share Purchaser an amount equivalent to:

(a)                                  any Actual Tax Liability arising in respect of, by reference to or in consequence of:

(i)                              any income, profits or gains earned, accrued or received on or before Closing;

(ii)                           and any Event which occurred on or before Closing; and

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(b)                                 any Deemed Tax Liability; and

(c)                                  without prejudice to the generality of paragraph 1.1 (a), any Tax Liability of either of the Share Purchaser or a Target Company arising on or before Closing in respect of or as a consequence of or by reference to the following:

(i)                              Any release of a Third Party Assurance pursuant to clause 14 of the Agreement;

(ii)                           Any action undertaken by Share Purchaser or any Target Company pursuant to clause 17 of the Agreement;

(iii)                        Any payment or discharge or release of inter-Company debt pursuant to Schedule 11 of the Agreement;

(d)                                 any liability to pay for Group Relief or to repay, in whole or in part, any payment previously made for Group Relief pursuant to any arrangement or agreement entered into prior to Closing;

(e)                                  the loss of any right to receive any payment for Group Relief to the extent that such payment is provided for as an asset in the Closing Statement;

together with any costs and expenses referred to in paragraph 4.

1.2   For the avoidance of doubt, paragraph 1.1 above shall not apply to any Tax Liability arising in respect of, by reference to or in consequence of any income, profits or gains earned or accrued after Closing (whether or not as a result of an event which occurred on or before Closing).

2.      EXCLUSIONS

2.1   The covenant contained in paragraph 1.1 shall not cover any Tax Liability to the extent that:

(a)                                  provision or reserve in respect of that Tax Liability has been made in the Closing Statement, or the Tax Liability was taken into account in the preparation of the Closing Statement; or

(b)                                 the Tax Liability was paid or discharged before Closing or such payment or discharge was taken into account in the calculation of the Closing Statement and such payment or discharge has in fact occurred; or

(c)                                  the Tax Liability arises as a result of any change in rates of Tax made after Closing or of any change in law (or a change in interpretation on the basis of case law), regulation, directive or requirement, or the practice of any Tax Authority, occurring after Closing in each case taking effect retrospectively and not actually or prospectively in force at the date hereof; or

(d)                                 the Tax Liability would not have arisen but for the making of a relevant distribution by any of the Share Purchaser, a Target Company, or any person connected with any of them, at any time after Closing; or

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(e)                                  the Tax Liability would not have arisen but for a voluntary transaction, action or omission carried out or effected by any of the Share Purchaser, a Target Company, or any other person connected with any of them, at any time after Closing which the Share Purchaser knew or ought reasonably to have known would give rise to the Tax Liability and which could reasonably have been avoided, except that this exclusion shall not apply where any such transaction, action or omission is:

(i)                                     carried out or effected by the Target Company concerned pursuant to a legally binding commitment created on or before Closing; or

(ii)                                  carried out or effected by the Target Company concerned in the ordinary course of business of that Target Company as carried on at Closing, provided that for this purpose the following shall be deemed not to be in the ordinary course of business if they otherwise would be (with the effect that the exclusion contained in this paragraph 2.1(e) may apply):

(A)                              any disposal (or deemed disposal for any tax purpose) of assets other than trading stock by any Target Company;

(B)                                any change in the use of an asset by any Target Company;

(C)                                anything which has the result of requiring disposal value to be brought into account, or which crystallises a balancing charge, for capital allowances purposes (or has any similar effect under the laws of any relevant foreign jurisdiction); or

(iii)                               carried out or effected by the Target Company concerned with the agreement of or at the request of the Share Sellers; or

(iv)                              carried out or effected by the Target Company concerned in compliance with any legislation, regulation or with any published practice of (or at the request of) any Tax Authority, as such legislation, regulation or published practice (or request) is in force at Closing;

(f)                                    the Tax Liability comprises interest or penalties arising by virtue of an underpayment of Tax prior to Closing, insofar as such underpayment would not have been an underpayment but for a bona fide estimate made prior to Closing of the amount of income, profits or gains to be earned, accrued or received after Closing proving to be incorrect as a result of income, profits or gains arising after Closing, or but for any other event or events occurring after Closing which could not reasonably have been predicted at the time of such payments; or

(g)                                 the Tax Liability arises as a result of a change after Closing in the length of any accounting period for Tax purposes of any Target Company, or a change after Closing in any accounting policy or Tax reporting practice of any Target Company (in each case other than a change which is necessary in order to comply with the law or generally accepted accounting principles applicable to that Target Company at Closing); or

(h)                                 notice of a claim in respect of the Tax Liability is not given to the Share Sellers prior to the latest of the sixth anniversary of the end of the accounting period of the Target Company concerned in which Closing occurs, three months after the end of any relevant statutory limitation period or three months after any relevant assessment becoming final and non appealable, or (where the claim is not previously settled,

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satisfied or withdrawn) proceedings in respect thereof are not issued to and (to the extent possible) served upon the Share Sellers within the six month period following such anniversary or period and pursued with reasonable diligence thereafter; or

(i)                                     such Tax Liability arises as a result of any Target Company failing to submit the returns and computations required to be made by them or not submitting such returns and computations within the appropriate time limits or submitting such returns and computations otherwise than on a proper basis in each case after Closing otherwise than as a result of any delay, default or failure by the Share Sellers in complying with their obligations under paragraph 11 of this Schedule; or

(j)                                     the Tax Liability arises as a result of the failure of the Share Purchaser to comply with any of its obligations contained in paragraph 8, 11, or 12 hereof; or

(k)                                  any relief (other than a Share Purchaser’s Relief or a relief taken into account under paragraphs 3, 10 or 13) arising in respect of an event occurring or period ending on or prior to Closing is available, or is for no consideration made available by the Share Sellers or any person connected to the Share Sellers (other than a Target Company), to any of the Target Companies to set against or otherwise mitigate the Tax Liability (and so that (a) for this purpose any relief arising in respect of an accounting period falling partly before and partly after Closing shall be apportioned on a time basis, unless some other basis is more reasonable, (b) any relief that is so available in relation to more than one Tax Liability to which this Part of this Schedule applies shall be deemed, so far as possible, to be used in such a way as to reduce to the maximum extent possible the Share Sellers’ total liability hereunder and (c) the Share Sellers may at their expense require the auditors for the time being of any Target Company to certify the extent to which that Target Company has any reliefs available to which this paragraph may apply); or

(l)                                     the Tax Liability would not have arisen but for:

(i)                           the making of a claim, election, surrender or disclaimer, the giving of a notice or consent, or the doing of any other thing under the provisions of any enactment or regulation relating to Tax, in each case after Closing and by the Share Purchaser, any Target Company or any person connected with any of them and otherwise than at the direction of the Share Seller pursuant to paragraph 11; or

(ii)                        the failure or omission on the part of any Target Company after Closing otherwise than at the direction of the Share Seller pursuant to paragraph 11 to make any such valid claim, election, surrender or disclaimer, or to give any such notice or consent or to do any other such thing, either as the Share Seller may require in respect of periods or matters for which the Share Seller has conduct under paragraph 11 or, in respect of periods or matters for which the Share Seller does not have conduct, in circumstances where the making, giving or doing of which was taken into account in the preparation of the Closing Statement and details have been provided to the Share Purchaser within a reasonable time period disclosing the final date on which such claim, election, surrender or disclaimer must be submitted; or

(m)                               the Tax Liability is a liability to Tax comprising interest, penalties, charges or costs in so far as attributable to the unreasonable delay or default of the Share Purchaser or any Target Company after Closing.

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2.2   The Share Sellers shall have no liability to the Share Purchaser under any part of this Agreement in respect of any non-availability, inability to use, or loss or restriction of any relief (failure of relief) other than pursuant to this Schedule or the Tax Warranties.

2.3   The provisions of paragraph 2.1 shall also operate to limit or reduce the liability of the Share Sellers in respect of claims under the Tax Warranties and any other Warranty insofar as it relates to Tax.

2.4   The provisions of Schedule 5 to this Agreement (Limitations on Liability) shall, to the extent provided for in that Schedule, also apply to limit or reduce the liability of the Share Sellers under this Part of this Schedule (as well as under the Warranties).

3.      OVERPROVISIONS

3.1   The Share Sellers may require the auditors for the time being of any relevant Target Company to certify, at the Share Sellers’ request and expense, the existence and amount of any Overprovision and the Share Purchaser shall provide, or procure that each Target Company provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect.  In so producing any certificate, the auditors shall be acting as experts and not as arbitrators and (in the absence of manifest error) their decision shall be final and binding on the parties.

3.2   Subject to paragraphs 3.4 and 3.5 below:

(a)                                  any Overprovision shall first be set against any payment then due from the Share Sellers under paragraph 1 or for breach of the Tax Warranties;

(b)                                 to the extent there is an excess, a payment shall promptly be made to the Share Sellers equal to the aggregate of any payment or payments previously made by the Share Sellers under paragraph 1 or for breach of the Tax Warranties (and not previously refunded under this paragraph 3.2) up to the amount of the excess; and

(c)                                  to the extent that there is any remaining excess, such remaining excess shall be carried forward and set off against any future payment or payments which become due from the Share Sellers under this Schedule.

3.3   Either the Share Sellers or the Share Purchaser may, at its expense, require any certificate produced in accordance with paragraph 3.1 above to be reviewed by the auditors for the time being of any relevant Target Company in light of all relevant circumstances including in the event that there are relevant circumstances or facts of which it was not aware, and which were not taken into account, at the time when such certificate was produced, and to certify whether the certificate remains correct or whether it should be amended.

3.4   If following a request under paragraph 3.3 the certificate is amended, the revised amount of Overprovision shall be substituted for the purposes of paragraph 3.2, and any adjusting payment that is required shall be made forthwith.

3.5   For the purposes of this paragraph, any Overprovision shall be determined without regard to any Tax Refund to which paragraph 6 applies or any payment or relief to which paragraph 10 applies.

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4.      COSTS AND EXPENSES

The covenant contained in this Part of this Schedule shall extend to all reasonable costs and expenses properly incurred by the Share Purchaser or any Target Company in connection with a successful claim made under this Part of this Schedule, or in satisfying or settling any Tax Liability in accordance with paragraph 8 or in connection with any Tax Claim in respect of which a successful claim is made under this Part of this Schedule.

5.      DOUBLE RECOVERY

The Share Purchaser shall not be entitled to recover any amount pursuant to this Part of this Schedule in respect of any claim to the extent that the Share Purchaser or any of the Target Companies has already recovered such amount in respect of such claim under the Warranties or under any other provision of this Agreement or pursuant to any other agreement with the Share Sellers or any company connected with the Share Sellers, or to the extent that recovery has already been made under this Part of this Schedule in respect of the same subject matter.

6.      TAX REFUNDS

6.1   The Share Purchaser shall promptly notify the Share Sellers of any right to receive or actual receipt of any amount by way of repayment of Tax or interest on overpaid Tax or repayment supplement, being an amount to which any Target Company is or becomes entitled or receives wholly in respect of an event occurring or period (or part period) falling prior to Closing, where or to the extent that such amount was not included in the Closing Statement as an asset, is not and does not arise from the utilisation of a Share Purchaser’s Relief and is not a payment or relief to which paragraphs 2.1(k), 3 or 10 applies (a Tax Refund).  The Share Purchaser shall take (or shall procure that the Target Company concerned takes) such action as the Share Sellers may reasonably request to obtain such Tax Refund (keeping the Share Sellers fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation).