Common use of Buyer’s Covenant Clause in Contracts

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. 10.1 46.1 The Buyer covenants with the Seller Sellers to pay to the Seller by way of additional payment of purchase price for the Sale Shares relevant Seller(s) an amount equal to any Actual Taxation Liability of the that Seller or of any company which is under the control of the that Seller at any time after Completion (and any reasonable third party costs and expenses reasonably incurred by the Seller or the that company in relation to such Actual Taxation Liability or in making any claim under this paragraph 10.146.1), where such Actual Taxation Liability Liability: (a) 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; or (b) arises as a result of the Company paying after Completion an abnormal amount by way of dividend (within the meaning of section 740 CTA 2010) in the circumstances specified in section 736 CTA 2010. 10.2 46.2 If the Buyer becomes liable to make a payment under paragraph 10.146.1, the Buyer shall pay such amount in cleared immediately available funds on or before the later of the date 5 2 Business Days before that Actual Taxation Liability is finally due and payable and the date 5 2 Business Days after the date of written demand on the Buyer by the relevant Seller. 10.3 46.3 The provisions of paragraphs 4.1 to 4.3 paragraph 3.2 of Part part 2 of this Schedule shall apply to payments under this paragraph 10 46 as it applies to payments under the Tax Covenant as if references therein to the “Buyer” are references to the “SellerWarrantors” and references to the “SellerWarrantors” are references to the “Buyer”.

Buyer’s Covenant. 10.1 7.1 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 Tax 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 whether alone or in making conjunction with any claim under this paragraph 10.1), where such Actual Taxation Liability other person) which: (a) arises as a result of the failure by the Company to discharge after Completion an Actual Taxation Liability for in respect of which the Company is primarily liable and which is Seller does not within have any undischarged liability to make a payment to the Buyer under the Tax Covenant; or (b) arises as a result of the Company paying after Completion an abnormal amount by way of dividend (within the meaning of section 740 CTA 2010) in the circumstances specified in section 736 CTA 2010; together with any reasonable costs and expenses properly incurred by the Seller or that company in relation to such Actual Tax Liability (or any Demand therefore) or in making any claim under this paragraph 7.1. 10.2 7.2 If the Buyer becomes liable to make a payment under paragraph 10.17.1, the Buyer shall pay such amount in cleared immediately available funds on or before the later of the date 5 2 Business Days before that Actual Taxation Tax Liability is finally due and payable and the date 5 2 Business Days after the date of written demand on the Buyer by the Seller. 10.3 7.3 The provisions of paragraphs 4.1 to 4.3 2.1 of Part part 2 of this Schedule shall apply to payments under this paragraph 10 7 as it applies they apply 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”.