Buyer’s Covenant. 12.1 Subject to paragraph 12.2 the Buyer covenants with the Warrantors to pay to the Warrantors an amount equal to any Liability for Tax of the Company or any of the Subsidiaries which is assessed on any member of the Warrantors as a result of the Company or any of the Subsidiaries failing to pay any Tax for which it is primarily liable, including all reasonable costs and expenses properly incurred by the Warrantors in connection therewith and any liability arising as a result of the failure of the Buyer or the Company or any of its Subsidiaries to apply an amount paid by the Warrantors to the Buyer under this Tax Covenant or in satisfaction of a claim for breach of the Tax Warranties to discharge a liability to which the amount relates.
12.2 Paragraph 12.1 shall not apply in respect of any Tax which gives rise to a liability for the Warrantors to make a payment to the Buyer under this Tax Covenant or the Agreement and which has not yet been paid.
12.3 Any payment which the Buyer is obliged to make pursuant to paragraph 12.1 shall be made on or before the date which is five Business Days before the Warrantors are obliged to pay the Tax in question in order to avoid interest or penalties.
12.4 Paragraph 6 shall apply to any claims under this paragraph 12 mutatis mutandis. Limitations on Liability
Buyer’s Covenant. 8.1 Subject to paragraph 8.2 the Buyer covenants with the Sellers to pay to them the amount equal to any Liability for Taxation or other liability which is assessed on any of the Sellers as a result of the Company failing to pay any Taxation for which it is primarily liable, including all reasonable costs and expenses properly incurred by the Sellers in connection therewith and any liability arising as a result of the failure of the Buyer or the Company to apply amounts paid by the Sellers to the Buyer under the Tax Covenant in Part 3 of Schedule 3 or in satisfaction of a claim for breach of the Tax Warranties to discharge a liability to which the amount relates.
8.2 Paragraph 8.1shall not apply in respect of any Taxation which gave rise to a liability for the Sellers to make a payment to the Buyer under the Tax Covenant in Part 3 of Schedule 3 or otherwise under this agreement and which has not yet been paid.
8.3 Any payment which the Buyer is obliged to make pursuant to paragraph 8.1 shall be made on or before the date which is five Business Days before the Sellers are obliged to pay the Taxation in question in order to avoid interest or penalties and any payment not made on or before the due date for payment pursuant to this paragraph shall carry interest at the rate of 2% above the base rate from time to time of Barclays Bank plc from the due date until payment.
8.4 If any payments received by the Sellers under this paragraph 8 is subject to Taxation, the Buyer shall pay to the Sellers such additional amount (after taking into account any Taxation payable in respect of such additional amount) as will ensure that the Sellers receive and retain a net amount equal to the full amount which they would have received and retained had the payment not been subject to Taxation (and in applying this paragraph 8.4 no account shall be taken of the extent to which any liability to Taxation may be mitigated or offset by any Relief available to the Sellers so that where any Relief is available the additional amount payable under this paragraph 8.4 shall be the amount which would have been payable in the absence of such Relief).
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. 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. 13.1 The Buyer shall pay to the Managers’ Representative for the account of the Principal Shareholders an amount equal to the amount of any Taxation for which the Principal Shareholders become liable by virtue of the failure of the Buyer, the Company or any company controlled by the Buyer or a person or persons controlling the Buyer (construing "control" in accordance with Section 416 Taxes Act, but subject to the modifications in Section 767B Taxes Act) to discharge the liability to such Taxation together with any reasonable costs and expenses reasonably and properly incurred by the Managers’ Representative in connection with taking any successful action under this paragraph, except to the extent such Taxation:
13.1.1 is subject to a claim under the Agreement or this Schedule by the Buyer which has not been satisfied or could be the subject of any such claim, assuming that a claim was made in respect of such Taxation;
13.1.2 has been recovered under any relevant statutory provision (and the Principal Shareholders shall procure that no such recovery is sought to the extent that payment is made hereunder); or
13.1.3 has been paid or discharged by the relevant Buyer, Company or company controlled by the Buyer, or person or persons controlling the Buyer, as the case may be.
13.2 Paragraphs 5 (Due Date for Payment), 6.7 (Time Limits) and 7 (Claims Procedure) of this schedule and paragraph 1.5 (Threshhold) of schedule 5 shall apply to paragraph 13.1 as they apply to the covenants contained in paragraph 3, replacing references to the "Principal Shareholders" and "Managers’ Representative" by references to the "Buyer" (and vice versa) and making any other necessary modifications.
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. The Buyer covenants with the Seller that it will pay to the Seller, an amount equal to any tax liability of the Seller or any Affiliate of the Seller which is a primary tax liability of the Group and which arises by reason of a failure by the Group after Completion (not being a failure for which the Covenantor is responsible in exercising their rights under paragraph 10 above) to discharge Tax when due (save where the Tax in question is an amount for which the Covenantor is liable to the Buyer under this Schedule or the Tax Warranties).
