Common use of Buyer’s Covenant Clause in Contracts

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. 12.1 Subject to paragraph 12.2 the 7.1 The Buyer hereby covenants with the Warrantors to pay to the Warrantors an amount equal to any Liability Tax for Tax of the Company or any of the Subsidiaries which is assessed on any member of the Warrantors are or may be liable as a result of the Company application of section 710 or section 713 CTA 2010 (change in company ownership: corporation tax) where company x or company y (as defined in section 710(1)(a) and section 713(1)(a) respectively) is the Target together with any of the Subsidiaries failing to pay any Tax for which it is primarily liable, including all reasonable costs and expenses reasonably and properly incurred by the Warrantors in connection therewith with taking any successful action under this paragraph but only in circumstances where the Tax is directly or primarily chargeable against or attributable to the Target and arises: (a) in respect of income profits or gains earned, accrued or received in respect of any liability arising period after Completion; or (b) as a result of the failure of the Buyer or the Company or any of its Subsidiaries Target to apply an amount amount; (i) provided for in the Completion Accounts, or (ii) paid by the Warrantors to the Buyer under this Tax Covenant Schedule or in satisfaction of a claim for breach of the Tax Warranties 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 7.2 A payment to be made by the Buyer Buyers 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 Schedule shall be made in cleared funds seven days after written demand for such payment. 8.1 The Warrantors or their duly authorised agents shall (at their expense) forthwith prepare the accounts and corporation tax returns of the Target for all accounting periods ending on or before Completion to the date which extent that the same have not been prepared before Completion and the Buyer shall procure that the Target provides such access to its books, accounts and records as is five Business Days before reasonable to enable the Warrantors are obliged or their duly authorised agents to pay prepare the Tax in question in order documentation and to avoid interest or penaltiesdeal with all matters relating thereto. 12.4 Paragraph 6 shall apply to any claims under this paragraph 12 mutatis mutandis. ​ ​ ​ Limitations on Liability

Buyer’s Covenant. 12.1 Subject to paragraph 12.2 the 11.1 The Buyer covenants with the Warrantors Seller to pay to the Warrantors Seller an amount equal to to: (a) any Liability Tax for Tax of which the Company Seller or any of the Subsidiaries which is assessed on any member of the Warrantors Seller’s Group is or may be liable as a result of the Company or any non-payment 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 Target, but only in connection therewith circumstances where the Tax is directly or primarily chargeable against or attributable to the Target and any liability arising arises: (i) in respect of Events occurring after Completion; or (ii) as a result of the failure of the Buyer or the Company or any of its Subsidiaries Target to apply an amount paid by the Warrantors Seller to the Buyer under this Tax Covenant Schedule or in satisfaction of 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. 12.2 Paragraph 12.1 11.2 For the purposes of this paragraph 11 any liability to Tax shall not apply in respect of include any Tax which gives rise to a liability for the Warrantors 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 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 Schedule shall be made in cleared funds on or before the date which is five Business Days later of: (a) seven days after written demand for such payment; and (b) two days before the Warrantors are obliged to pay date on which the Tax in question in order is finally due to avoid interest or penaltiesthe Tax Authority demanding the same. 12.4 Paragraph 6 11.4 Paragraphs 3 (Conduct of Claims) and 5 (Withholding and Tax) of Part 4 of this Schedule shall apply to any claims under the covenants contained in this paragraph 12 mutatis mutandis. ​ ​ ​ Limitations on Liability11 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.

Buyer’s Covenant. 12.1 Subject to paragraph 12.2 the 10.1 The Buyer hereby covenants with the Warrantors Seller to pay to the Warrantors Seller an amount equal to any Liability Tax for Tax of which the Company Seller is or any of the Subsidiaries which is assessed on any member of the Warrantors may be liable as a result of the Company application of section 710 or section 713 CTA 2010 (change in company ownership: corporation tax) where the taxpayer company or the transferred company (as defined in section 710(1)(a) and section 713(1)(a) respectively) is the Target together with 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 Seller in connection therewith with taking any successful action under this paragraph but only in circumstances where the Tax is directly or primarily chargeable against or attributable to the Target and arises: (a) in respect of income profits or gains earned, accrued or received in respect of any liability arising period after Completion; or (b) as a result of the failure of the Buyer or the Company or any of its Subsidiaries Target to apply an amount provided for in the Management Accounts or an amount relating to profits arising since the Management Accounts Date but prior to Completion in the ordinary course of business of the Target or an amount paid by the Warrantors Seller to the Buyer under this Tax Covenant Schedule or in satisfaction of to satisfy a claim for breach of the Tax Warranties to discharge a liability to which the amount relatesrelates by the due date for such discharge. 12.2 Paragraph 12.1 10.2 A payment to be made by the Buyer under this Schedule shall not apply be made in respect of any Tax which gives rise to a liability cleared funds seven days after written demand for such payment. 10.3 Where the Warrantors Buyer fails to make a payment to in satisfaction of a liability under this Schedule by the due date for payment, the liability of the Buyer under this Tax Covenant or shall be increased to include interest on such sum from the Agreement and which has not yet been paid. 12.3 Any payment date on which the Buyer is obliged becomes liable to make pursuant payment to paragraph 12.1 shall be made on or before the date which of actual payment at a rate per annum being two per cent above the base rate from time to time of Barclays Bank plc compounded monthly (such interest to accrue after as well as before judgement). 10.4 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 10 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. 10.5 The Buyer confirms that there is no present intention for the Target to cease to be a trading company within five Business Days before the Warrantors are obliged to pay the Tax in question in order to avoid interest or penaltiesof Completion. 12.4 Paragraph 6 shall apply to any claims under this paragraph 12 mutatis mutandis. ​ ​ ​ Limitations on Liability

Buyer’s Covenant. 12.1 Subject to paragraph 12.2 the 7.1 The Buyer hereby covenants with the Warrantors Seller to pay to the Warrantors Seller an amount equal to any Liability Tax for Tax of which the Seller (or any company other than the Company or any of which the Subsidiaries which Seller has control) is assessed on any member of (provided that the Warrantors Seller, or relevant company, ultimately pays that Tax to the appropriate Tax Authority) as a result of the application of section 767A or section 767AA ICTA (change in company ownership: corporation tax) where the taxpayer company or the transferred company (as defined in section 767A(1) (a) and section 767AA(1)(a) respectively) is the Company or together with 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 Seller in connection therewith with taking any action under this paragraph but only in circumstances where the Tax is directly or primarily chargeable against or attributable to the Company and arises: 7.1.1 in respect of income profits or gains earned, accrued or received in respect of any liability arising period after Completion; or 7.1.2 as a result of the failure of the Buyer or the Company or any of its Subsidiaries to apply an amount provided for in the Accounts or an amount paid by the Warrantors Seller to the Buyer under this Tax Covenant or in satisfaction of a claim for breach of the Tax Warranties schedule to discharge a liability to which the amount relates. 12.2 Paragraph 12.1 7.2 A payment to be made by the Buyer under this paragraph shall not apply in respect of any Tax which gives rise to a liability be paid five Business Days after written demand for such payment. 7.3 Where the Warrantors Buyer fails to make a payment to in satisfaction of a liability under this paragraph by the due date for payment, the liability of the Buyer under this Tax Covenant or shall be increased to include interest on such sum from the Agreement and which has not yet been paid. 12.3 Any payment date on which the Buyer is obliged becomes liable to make pursuant payment to paragraph 12.1 shall be made on or before the date which is five Business Days of actual payment at a rate per annum being 2% above the base rate from time to time of the Barclays Bank plc, compounded monthly (such interest to accrue after as well as before the Warrantors are obliged to pay the Tax in question in order to avoid interest or penaltiesjudgment). 12.4 7.4 Paragraph 6 8 below shall apply to any claims payments under this clause except that for the purposes of its application to this paragraph 12 mutatis mutandis. ​ ​ ​ Limitations on Liability8 any references to "the Buyer" shall read as references to "the Seller" and any references to "the Seller" shall read as references to "the Buyer".

Buyer’s Covenant. 12.1 10.1 Subject to paragraph 12.2 10.2, the Buyer hereby covenants with the Warrantors to pay to the Warrantors Sellers an amount equal to: 10.1.1 any liability or increased liability to Tax of any Liability for Seller arising as a consequence of any failure by the Company or a member of the Buyer’s Group after Completion to pay any Tax which is the primary liability of the Company or any of the Subsidiaries which is assessed on any relevant 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 Buyer’s Group; 10.1.2 reasonable costs and expenses properly incurred by the Warrantors Sellers in connection therewith and with any liability arising as a result under this paragraph 10 or in connection with any action taken in taking, defending or settling any action under this paragraph 10. 10.2 Paragraph 10.1 shall not apply to the extent that: 10.2.1 the Buyer has validly claimed against the Seller under this Schedule or the Tax Warranties in respect of the failure amount of the Buyer or Tax which the Company or any a member of its Subsidiaries the Buyer’s Group has failed to apply pay under paragraph 10.1.1 and for which no payment has yet been made by the Seller; or 10.2.2 the Buyer could validly claim against the Seller under this Schedule or the Tax Warranties for payment of the amount of Tax which the Company or a member of the Buyer’s Group has failed to pay under paragraph 10.1.1; or 10.2.3 an amount paid in respect of Tax has been recovered by the Seller or any member of the Seller’s Group under any relevant Tax Statute (and the Seller shall procure that no such recovery is sought to the extent that payment is made hereunder). 10.3 The provisions of paragraph 3 of Schedule 6 and paragraphs 6, 7 and 8 of this Schedule shall apply to the covenant contained in this paragraph 10 as they apply to the covenant in paragraph 2 (Covenant by the Warrantors) with references to the Warrantors and/or Sellers (as the context provides) being replaced with references 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 relatesand vice versa and with any other necessary modifications. 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. 12.1 Subject to paragraph 12.2 the 7.1 The Buyer hereby covenants with the Warrantors Sellers to pay to the Warrantors Sellers an amount or amounts equal to: (a) any Tax or increase in Tax for which any Seller (or any company related to any Liability for Tax of the Company or any of the Subsidiaries which is assessed on any member of the Warrantors Seller) becomes liable as a result of the Company or any of the Subsidiaries failing after Completion to pay discharge any Tax for which it is primarily liable, including Liability when payable; and (b) all reasonable costs and or expenses properly incurred by the Warrantors Sellers, or company related to any Seller, in connection therewith and with any such 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 increased liability to Tax in relation to which the amount relatesa successful claim is made under paragraph 7.1(a). 12.2 Paragraph 12.1 7.2 The Sellers shall not apply be entitled to recover any amount under paragraph 7.1 in respect of any liability to Tax, cost or expense: (a) unless notice of the liability is given in writing by the Sellers to the Buyer specifying (in reasonable detail so far as practicable) the nature of the claim and the amount claimed; (b) to the extent that the Sellers, or company related to any Seller, recovers an amount in respect of that liability to Tax, cost or expense from any other person (other than any Seller or person related to any Seller) under any relevant statute, law, or any other form of legislation; (c) the Company or the Buyer discharges or has discharged such Tax which gives rise to a liability for the Warrantors to make a by direct payment to the Buyer Tax Authority (d) an amount in respect of such Tax Liability has previously been paid to any of the Sellers; and (e) to the extent that the Sellers are liable in respect thereof under this Tax Covenant or the Agreement Schedule and which has not yet been paidsatisfied such liability. 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 7.3 Paragraphs 9 (Date of Payment) and 8 (Conduct of Claims) of this Schedule shall apply to the covenant contained in paragraph 7.1 as they apply to the covenants contained in paragraph 2, replacing the references to the Sellers with Buyer (and vice versa) and making any claims under this paragraph 12 mutatis mutandis. ​ ​ ​ Limitations on Liabilityother modifications.

Buyer’s Covenant. 12.1 Subject to paragraph 12.2 the 11.1 The Buyer covenants with the Warrantors Seller to pay to the Warrantors Seller an amount equal to to: (a) any Liability Tax for Tax of which the Company Seller or any of the Subsidiaries which is assessed on any member of the Warrantors Seller’s Group is or may be liable as a result of the Company or any non-payment 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 Target, but only in connection therewith circumstances where the Tax is directly or primarily chargeable against or attributable to the Target and any liability arising arises: (i) in respect of Events occurring after Completion; or (ii) as a result of the failure of the Buyer or the Company or any of its Subsidiaries Target to apply an amount paid by the Warrantors Seller to the Buyer under this Tax Covenant Schedule or in satisfaction of 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. 12.2 Paragraph 12.1 11.2 For the purposes of this paragraph 11 any liability to Tax shall not apply in respect of include any Tax which gives rise to a liability for the Warrantors 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 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 Schedule shall be made in cleared funds on or before the date which is five Business Days later of: (a) seven days after written demand for such payment; and (b) two days before the Warrantors are obliged to pay date on which the Tax in question in order is finally due to avoid interest or penaltiesthe Tax Authority demanding the same. 12.4 Paragraph 6 11.4 Paragraphs 3 (Conduct of Claims) and 5 (Withholding and Tax) of Part 4 of this Schedule shall apply to any claims under the covenants contained in this paragraph 12 mutatis mutandis. ​ ​ ​ Limitations on Liability11 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. 12.1 Subject 11.1 Save to paragraph 12.2 the extent that the Buyer could claim payment of such amount under this part 2 of Schedule 4 or the Taxation Warranties but no actual payment has been made by the Management Sellers or to the extent that an amount in respect of Taxation has been recovered by the Management Sellers or any Seller Associate under any relevant Taxation Statute (and the Management Sellers shall procure that no such recovery is sought to the extent that payment is made hereunder) or to the extent such Liability to Taxation has been made good by insurers without cost to the Management Sellers, the Buyer hereby covenants with the Warrantors to pay to the Warrantors Management Sellers (once the Management Sellers have notified the Buyer in writing of such a claim) an amount equal to: 11.1.1 any liability or increased liability to Taxation of any Liability for Tax Seller Associate as the result of a failure by a Group Member to discharge any Taxation (including any VAT attributable to supplies made by a Group Member) of the Company or Company; 11.1.2 any reasonable third party costs and expenses incurred by a Seller Associate in connection with a liability under this paragraph 11. 11.2 The provisions of paragraph 5 (Due Date for Payment) and paragraph 6 (Claims Procedure) shall apply to the Subsidiaries which covenant contained in this paragraph 11 as they apply to the covenant in paragraph 2 with references to the Management Sellers being replaced with references to the Buyer and vice versa and with any other necessary modifications. 11.3 The Buyer is assessed on entitled to set-off against any member of the Warrantors as a result of the Company or any of the Subsidiaries failing to pay any Tax for amount which it is primarily liable, including all reasonable costs and expenses properly incurred by liable to pay to the Warrantors in connection therewith and Seller under paragraph 11.1 any liability arising as a result of amount which the failure of the Buyer or the Company or any of its Subsidiaries Management Sellers are liable to apply an amount paid by the Warrantors to pay the Buyer under this Tax Covenant or Part 2 of Schedule 4 in satisfaction of a claim for breach of connection with the Tax Warranties to discharge a liability to which the amount relatessame Event. 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