Buyer’s Covenant. 10.1 Subject to paragraph 10.2, the Buyer covenants with the Seller to pay to the Seller an amount equal to any liability of the Seller or any other person in the same group as, or otherwise associated or connected with, the Seller for the purposes of any Tax which arises as a result of the Buyer’s failure to procure payment by any Group Company of Taxation payable by it (together with all interest, penalties and reasonable costs and expenses incurred by the Seller or any other person in the same group as, or otherwise associated or connected with, the Seller for the purposes of any Tax in connection therewith).
10.2 The covenant contained in paragraph 10.1 shall not apply to the extent that the tax in question could give rise to a Covenant Claim or a claim under the Tax Warranties (ignoring for this purpose the provisions of Schedule 5).
10.3 If the Buyer makes a payment pursuant to this paragraph, the Seller agrees:
10.3.1 not to enforce its statutory right of recovery under section 717(2) CTA 2010 in respect of the liability in question; and
10.3.2 to discharge, or procure the discharge of, the tax liability in question promptly (but only to the extent that payment has been made by the Buyer pursuant to this paragraph 10) and to indemnify the Buyer for any liability falling on the Buyer or a Group Company as a result of a failure to do so.
10.4 Paragraph 6, 7 and 8 will apply to the covenant in paragraph 10 as they apply to the covenants contained in paragraph 2, replacing references to the Seller and the Buyer (and vice versa) and making any other necessary modifications.
Buyer’s Covenant. Buyer hereby covenants (which covenant shall bind Buyer’s successors and assigns with respect to the Land) not to develop on the Land, and not to Seek to develop on the Land, any improvements of any kind that will fail to conform to the Acquired Rights, except as may be expressly provided otherwise in this Agreement. Notwithstanding the foregoing, Buyer may Seek additional parking rights with respect to the Land, so long as the Acquired Parking Rights plus all additional parking rights secured by Buyer with respect to the Land do not result in Buyer having the right to develop more than an aggregate of 1.4 parking spaces for each one thousand (1,000) square feet of gross floor area. Buyer hereby expressly acknowledges that (i) the South Design for Development establishes a minimum and maximum of 1.0 parking spaces for each one thousand (1,000) square feet of gross floor area for all Commercial Industrial uses other than Life Science Uses, and (ii) Seller is making no representation or warranty, express or implied, as to the right, power, or authority of any Governmental Authority to approve or grant, or the right or ability of any person or entity to obtain, more than an aggregate of 1.0 parking spaces for each one thousand (1,000) square feet of gross floor area for any Commercial Industrial use other than Life Science Uses. In addition, nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. In the event Buyer (or any successor or assign with respect to the Land) breaches or violates the covenant contained in this Paragraph 7.1.1, Seller may pursue all remedies available to Seller, at law or in equity, including, but not limited to, an action in equity or otherwise for specific performance of the foregoing covenant or an injunction against any breach or violation of such covenant. Buyer hereby agrees that the covenant contained in this Paragraph 7.1.1 is unique to Buyer and that any breach thereof could cause irreparable harm to Seller. Accordingly, Buyer agrees that an injunction is a proper and fair remedy for such a breach.
Buyer’s Covenant. 10.1 The Buyer covenants with the Seller to pay to the Seller by way of additional payment of purchase price for the Sale Shares an amount equal to any Actual Taxation Liability of the Seller or of any company which is under the control of the Seller at any time after Completion (and any costs and expenses incurred by the Seller or the company in relation to such Actual Taxation Liability or in making any claim under this paragraph 10.1), where such Actual Taxation Liability arises as a result of the failure by the Company to discharge after Completion an Actual Taxation Liability for which the Company is primarily liable and which is not within the Tax Covenant.
10.2 If the Buyer becomes liable to make a payment under paragraph 10.1, the Buyer shall pay such amount in cleared immediately available funds on or before the later of the date 5 Business Days before that Actual Taxation Liability is finally due and payable and the date 5 Business Days after the date of written demand on the Buyer by the Seller.
10.3 The provisions of paragraphs 4.1 to 4.3 of Part 2 of this Schedule shall apply to payments under this paragraph 10 as it applies to payments under the Tax Covenant as if references therein to the “Buyer” are references to the “Seller” and references to the “Seller” are references to the “Buyer”.
Buyer’s Covenant. The Buyers covenant to pay to the Sellers, no later than 3 (three) Business Days before the last date on which the relevant Sellers would be required to pay the relevant amount to a Tax Authority without incurring a liability to interest, penalties or a fine, an amount equal to any Tax assessed on the Sellers (or any of them) as a result of the Company failing to pay any amount of or in respect of Tax after Completion.
Buyer’s Covenant. 2.1 For the purposes of this paragraph, “Buyer’s Group” shall also include any company which is, or has at any time been, treated for any Tax purpose as being a member of the same group of companies as the Buyer or any member of the Buyer’s Group or as being associated with the Buyer and references to “Relevant Company” shall mean the Company or any member or members of the Buyer’s Group.
2.2 The Buyer covenants with the Seller to pay to the Seller an amount equal to any liability to Tax or increased liability to Tax of the Seller or any person falling within section 190(3)(b) TCGA 1992 or any member or members of the Seller’s Group which arises as a consequence of or by reference to any of the following occurring or being deemed to occur at any time after the date of this Agreement:
2.2.1 the disposal by any Relevant Company of any asset or of any interest in or right over any asset; or
2.2.2 any Relevant Company or any person connected with it after the date of this Agreement failing to pay the whole of any amount of Tax for which it is liable; provided that (and to the extent that) the liability for that Tax arises in circumstances such that (but only to the extent that) the Buyer would not have been entitled to make a claim against the Seller pursuant to this schedule in respect of that Tax had it been paid by the Relevant Company and provided further that the Seller has not already recovered that Tax from the Buyer or any Company (and the Seller shall procure that no such recovery is sought to the extent payment is made hereunder).
2.3 The Buyer covenants with the Seller to pay to the Seller or any member or members of the Seller’s Group an amount equal to any liability to Tax or increased liability to Tax of the Seller or any member or members of the Seller’s Group which arises as a result of any reduction or disallowance of Group Relief that would otherwise have been available to the Seller or the relevant member or members of the Seller’s Group where and to the extent that such reduction or disallowance occurs as a result of:
2.3.1 any total or partial voluntary withdrawal effected by the Company after the date of this Agreement of any valid and lawful surrender of Group Relief by the Company to the Seller or any member or members of the Seller’s Group where the Group Relief to be surrendered arose in any period or part period ending on or before the date of this Agreement; or
2.3.2 any total or partial voluntary disclaimer made by the Company afte...
Buyer’s Covenant. 11.1 The Buyer covenants with the Seller to pay the Seller an amount equal to:
(a) any Tax for which the Seller or any member of the Seller’s Group is or may be liable as a result of non-payment of Tax by the Target, but only in circumstances where the Tax is directly or primarily chargeable against or attributable to the Target and arises:
(i) in respect of Events occurring after Completion; or
(ii) as a result of the failure of the Buyer or the Target to apply an amount paid by the Seller to the Buyer under this Schedule or to satisfy a claim for breach of the Tax Warranties or to discharge a liability to which the amount relates; and
(b) any reasonable costs and expenses properly incurred by the Seller in connection with such liability referred to in paragraph (a) or with taking any successful action under this paragraph 11.
11.2 For the purposes of this paragraph 11 any liability to Tax shall include any liability to make a payment of Tax which would have arisen but for the utilisation of any Relief.
11.3 A payment to be made by the Buyer under this Schedule shall be made in cleared funds on or before the later of:
(a) seven days after written demand for such payment; and
(b) two days before the date on which the Tax is finally due to the Tax Authority demanding the same.
11.4 Paragraphs 3 (Conduct of Claims) and 5 (Withholding and Tax) of Part 4 of this Schedule shall apply to the covenants contained in this paragraph 11 as they apply to the covenants contained in Part 3 of this Schedule replacing references to the Seller by the Buyer (and vice versa) and making any other necessary modifications.
11.5 The Buyer undertakes to procure that the Target will not cease to trade and no steps will be taken to wind-up the Target within seven days of Completion.
12.1 If the Seller so elects the Seller or its duly authorised agents shall prepare the accounts and corporation tax returns (the “Tax Documents”) of the Target for all accounting periods up to and including the period to 31 December 2009 and deal with all matters relating to them to the extent that the same have not been prepared before Completion (the “Pre-Completion Tax Affairs”) and the Buyer shall procure that the Target provides reasonable access to the Target’s books, accounts and records to enable the Seller or its duly authorised agents to prepare the Tax Documents and to deal with all matters relating to them.
Buyer’s Covenant. Xxxxx further hereby covenants and agrees with Seller to work with and cooperate in good faith with Seller with respect to all of Seller’s obligations and rights hereunder.
Buyer’s Covenant. The Buyer covenants with the Sellers that it will pay to any relevant Seller an amount equal to any tax liability or any amount on account of tax which any Seller is required to pay as a result of a failure after Completion by the Buyer or the Company, or any person who is an Affiliate of the Buyer or the Company after Completion, to discharge that tax.
Buyer’s Covenant. 12.1 The Buyer hereby covenants with the Warrantors to pay to the Warrantors an amount equal to any Tax for which the Warrantors (or any person, other than the Company, which is or at any time has been under the control of, or under the same control as, the Warrantors) are or may be liable, together with any costs and expenses reasonably incurred by the Warrantors in connection with taking any successful action under this Paragraph 12 but only in circumstances where the Tax is directly or primarily chargeable against the Company and arises:
(a) in respect of income, profits or gains earned, accrued or received in respect of any period after Completion where the liability in question arises because of the Company’s failure to pay Tax on such income, profits or gains; or
(b) as a result of a failure of the Buyer or the Company to apply an amount
(i) provided for in the Locked Box Accounts; or
(ii) paid by the Warrantors to the Buyer under this Schedule or in satisfaction of a claim for breach of the Tax Warranties to discharge a liability to which the amount relates.
12.2 A payment to be made by the Buyer under this Paragraph 12 shall be made ten Business Days after written demand for such payment. The provisions of Paragraphs 2.2 and 8 to 10 shall apply as if references to the “Warrantors” in those Paragraphs were references to the “Buyer” and vice versa. SCHEDULE 6 PARTICULARS OF PROPERTIES Leasehold properties Description of the Property Mixing Plant at Xxxxx Xxxx Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxxxxxxxx Xxxxx, Xxxx 0, Xxxxx Xxxx Business Park, Hall Road, off Xxxxx Xxxx, Xxxxx, Xxxxxx, Xxxxxxxxxx Description of Lease (lease, underlease, licence, date and parties) Lease Lease Owner Flamstead Investments Limited Flamstead Investments Limited Registered (and title number) DY479163 DY413537 Contractual date of termination of lease 7 February 2027 7 February 2027 Occupier HL Plastics Limited HL Plastics Limited Current Use B1, B2, B8 B1, B2, B8 Description of the Property New Warehouse known as Land on the North Side of Salterwood Drive, Ripley Open Storage Space xxx Xxxx Xxxx, Xxxxxxx, Xxxxxx, Xxxxxxxxxx Description of Lease (lease, underlease, licence, date and parties) Lease dated 21 September 2012 Lease Owner Xxxxxx Properties Limited Xxxxxx Properties Limited Registered (and title number) DY472364 N/A Contractual date of termination of lease 20 September 2027 31 December 2018 Occupier HL Plastics Limited HL Plastics Limited Current Use B1, B2, B8 Open ...
Buyer’s Covenant. Buyer hereby covenants (which covenant shall bind Buyer’s successors and assigns with respect to the Land) not to develop on the Land, and not to Seek to develop on the Land, any improvements of any kind that will fail to conform to the Acquired Rights, except as may be expressly provided otherwise in this Agreement. Nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. In the event Buyer (or any successor or assign with respect to the Land) breaches or violates the covenant contained in this Paragraph 7.1.1, Seller may pursue all remedies available to Seller, at law or in equity, including, but not limited to, an action in equity or otherwise for specific performance of the foregoing covenant or an injunction against any breach or violation of such covenant. Buyer hereby agrees that the covenant contained in this Paragraph 7.1.1 is unique to Buyer and that any breach thereof could cause irreparable harm to Seller. Accordingly, Buyer agrees that an injunction is a proper and fair remedy for such a breach.
