Common use of Conduct of Tax Demands Clause in Contracts

Conduct of Tax Demands. 6.1. If any Tax Demand is received by or comes to the notice of the Buyer or a Group Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention), give or procure to be given to the Sellers written notice of the Tax Demand. 6.2. If so requested in writing by the Sellers, the Sellers shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, the Buyer shall take, or shall procure that the relevant Group Company takes, such action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers may reasonably request to dispute, resist, appeal or compromise the Tax Liability or to postpone (so far as legally possible) the payment of the Tax provided that: 6.2.1. the Sellers shall indemnify the Buyer and the relevant Group Company against any reasonable costs, damages and reasonable expenses which may be properly incurred in taking any action pursuant to this paragraph; 6.2.2. the Sellers shall keep the Buyer and the relevant Group Company fully and promptly informed as to the progress and consequences of such action; and 6.2.3. no material communication (written or otherwise) pertaining to the Tax Demand shall be sent or, communicated otherwise to the relevant Tax Authority without having first been approved by the Buyer (such approval not to be unreasonably withheld or delayed), and without first affording the Buyer a reasonable opportunity to comment thereon and without taking account of such comments so far as is reasonable to do so. 6.3. The Seller shall not admit, compromise, settle or discharge any Tax Demand without the prior written consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer or the relevant Group Company shall, without reference to the Sellers, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its reasonable discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.4.1. if the Sellers have not made the request referred to in paragraph 6.2 by the earlier of the following dates: (a) the date being twenty five Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.1, is received by the Sellers; and (b) the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be.

Conduct of Tax Demands. 6.15.1. If any Tax Demand is received by or comes to the notice of the Buyer or a Group the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention)practicable, give or procure to be given to the Sellers written notice of the Tax Demand. If any Tax Demand is received by or comes to the notice of the Sellers, the Sellers shall, as soon as reasonably practicable, give the Buyer notice of the Tax Demand. 6.25.2. If Subject to paragraph 5.3, if so requested in writing by the SellersSellers and if the Sellers indemnify and secure the Buyer to the Buyer's reasonable satisfaction, against the relevant Tax Liability, any additional Tax Liability (including, without limitation, any Tax which has to be paid before a Tax Demand can be appealed) and all reasonable costs and expenses which the Buyer or the Company may incur as a result of any action taken pursuant to paragraph 5 of this part, the Sellers shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, direct that the Buyer shall take, or shall procure that the relevant Group Company takesshall take, such action and gives give such information and assistance in connection with the Company's Tax affairs of the relevant Group Company as the Sellers may reasonably and promptly request to dispute, resist, appeal or compromise the Tax Liability or to postpone (so far as legally possible) the payment of the Tax provided that: 6.2.15.2.1. Subject to the consent of the Buyer (such consent not to be unreasonably withheld or delayed), the Sellers shall indemnify be entitled to conduct such action as the Sellers or any agent or professional of the Sellers reasonably require and the Buyer and shall procure that the relevant Group Company against any reasonable costs, damages and reasonable expenses which may be properly incurred in taking any delegates the conduct of such action pursuant to this paragraphthe Sellers; 6.2.25.2.2. the Sellers Buyer shall keep not be required to make or procure that the Company make a formal appeal to any tribunal, court, appellate body or judicial authority unless the Sellers, at their own expense and after disclosure of all relevant information and documents, obtain and deliver to the Buyer and the relevant Group Company fully and promptly informed as to the progress and consequences of such action; and 6.2.3. no material communication (written or otherwise) pertaining to the Tax Demand shall be sent oran opinion from appropriate counsel, communicated otherwise to the relevant Tax Authority without having first who has been approved for the purpose by the Buyer (such approval not to be unreasonably withheld or delayed)) and who has specialised in relevant Tax matters for a minimum of ten years, and without first affording that the appeal will, on the balance of probabilities, be successful; 5.2.3. the Sellers shall keep the Buyer a reasonable opportunity informed as to comment thereon and without taking account all material developments of such comments so far as is reasonable action and provide the Buyer with copies of all material correspondence with any Tax Authority relating to do so.the relevant Tax Liability; 6.35.2.4. The Seller the Buyer shall not admit, compromise, settle be required to make or discharge procure that the Company makes any settlement or compromise of the relevant Tax Liability or takes any action which is likely to adversely affect any future Tax Liability or the business or goodwill of the Company or any company in the Buyer's Tax Group; and 5.2.5. no material written communication pertaining to the Tax Demand shall be sent to the relevant Tax Authority without the prior written approval of the Sellers (such approval not to be unreasonably withheld or delayed). 5.3. The Buyer or the Company shall not, without the consent of the Buyer, Sellers (such consent not to be unreasonably withheld, delayed withheld or conditioned. 6.4. The Buyer or the relevant Group Company shall, without reference to the Sellersdelayed), be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its reasonable discretion, think thinks fit and (without prejudice to any right or remedy under this schedule or this Agreement), except where: 6.4.15.3.1. if the Sellers have not made had provided the request indemnity and security referred to in paragraph 6.2 5.2 by the earlier of the following dates: (a) : the date being twenty five fifteen Business Days after the date on which notice of the Tax Demand, served Demand was given pursuant to paragraph 6.1, is received by the Sellers5.1 of this part; and (b) and the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice of the Tax Demand; 6.4.25.3.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers (or any of them) to the effect that they consider that the Tax Demand should no longer be resisted; or; 6.4.35.3.3. if within the period of ten Business Days following the service of a written notice by the Buyer on the Sellers requiring the Sellers to clarify or explain the terms of any request made under paragraph 5.2, no reasonably satisfactory written clarification or explanation is received by the Buyer within that period; 5.3.4. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be; or 5.3.5. if a Tax Authority alleges that while the Company was under the control of the Sellers there was any act or failure to act by the Company or the Sellers in connection with the Tax Liability which constitutes fraud; or 5.3.6. if any action or other step is taken or legal proceedings are started to put any of the Sellers into bankruptcy or appoint an interim receiver pursuant to section 286 Insolvency Act 1986 or to enter into arrangements with their creditors pursuant to part VIII Insolvency Xxx 0000.

Conduct of Tax Demands. 6.1. 5.1 If any Tax Demand or an Option Tax Demand is received by or comes to the notice of the Buyer or a Group the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention)practicable, give or procure to be given to the Sellers Sellers' Representatives written notice of the Tax Demand or Option Tax Demand provided that the giving of such notice shall not be a condition precedent to the liability of the Sellers under this schedule in respect of the Tax Liability concerned or otherwise. If any Tax Demand or Option Tax Demand is received by or comes to the notice of the Sellers, the Sellers shall, as soon as reasonably practicable, give the Buyer notice of the Tax Demand or Option Tax Demand. Each such notice shall be accompanied by a copy of the Tax Demand or Option Tax Demand (if made in writing) and such additional information (if any) as required to be given pursuant to paragraph 3 of Schedule 8. 6.2. If 5.2 Subject to paragraph 5.3, if so requested in writing by the Sellers' Representatives, and if the Sellers indemnify the Buyer to the Buyer's reasonable satisfaction against any additional Tax Liability (including, without limitation, any Tax which has to be paid before a Tax Demand can be appealed) and all reasonable costs and expenses which the Buyer or the Company may incur as a result of any action taken pursuant to paragraph 5 of this part, the Sellers shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, direct that the Buyer shall take, or shall procure that the relevant Group Company takesshall take, such action and gives give such information and assistance in connection with the Company's Tax affairs of the relevant Group Company as the Sellers Sellers' Representatives may reasonably and promptly request to dispute, resist, appeal or compromise the Tax Liability or to postpone (so far as legally possible) the payment of the Tax provided that: 6.2.1. 5.2.1 the Buyer shall not be required to delegate or procure that the Company delegate the conduct of such action to the Sellers shall indemnify the Buyer and the relevant Group Company against or any reasonable costs, damages and reasonable expenses which may be properly incurred in taking any action pursuant to this paragraph; 6.2.2. agent or professional adviser of the Sellers shall keep the Buyer and the relevant Group Company fully and promptly informed as to the progress and consequences of such action; and 6.2.3. no material communication (written or otherwise) pertaining to unless the Tax Demand is an Option Tax Demand; 5.2.2 the Buyer shall not be sent orrequired to make or procure that the Company make a formal appeal in respect of a Tax Demand or Option Tax Demand made by a Tax Authority to any tribunal, communicated otherwise court, appellate body or judicial authority above the first level Tribunal unless the Sellers, at their own expense and after disclosure of all relevant information and documents, obtain and deliver to the relevant Tax Authority without having first Buyer an opinion from appropriate counsel, who has been approved for the purpose by the Buyer (such approval not to be unreasonably withheld or delayed)) and who has specialised in relevant Tax matters for a minimum of seven years, and without first affording that the appeal will, on the balance of probabilities, be successful 5.2.3 the Buyer a reasonable opportunity shall or shall procure that the Company shall keep the Sellers' Representatives informed as to comment thereon and without taking account all material developments of such comments so far as action and provide the Sellers' Representatives with copies of all material correspondence with any Tax Authority relating to the relevant Tax Liability (where conduct of the Tax Demand is reasonable not delegated pursuant to do so.paragraph 5.2.1 and the Sellers shall fulfil the equivalent obligations where conduct of an Option Tax Demand has been delegated pursuant to paragraph 5.2.1); 6.3. The Seller 5.2.4 the Buyer shall not admitbe required to make or procure that the Company makes (and to the extent conduct has been delegated the Sellers shall not make) any settlement or compromise of the relevant Tax Liability or takes any action which is likely to materially adversely affect any future Tax Liability of the Company, compromise, settle or discharge any provided that this paragraph 5.2.4 shall apply to the settlement of an Option Tax Demand only to the extent that the matter in dispute is or relates to the market value of the Shares at the date of the grant of any Option; and 5.2.5 no material written communication pertaining to the Tax Demand or an Option Tax Demand shall be sent to the relevant Tax Authority without the prior written consent approval of the BuyerSellers' Representatives (where conduct has not been delegated, and of the Buyer where conduct has been delegated) (such consent approval in each case not to be unreasonably withheldwithheld or delayed), delayed or conditioned.provided that this paragraph 5.2.5 shall apply to communications pertaining to an Option Tax Demand only to the extent that such communications relates to the market value of the Shares at the date of the grant of any Option; 6.4. 5.3 The Buyer or the relevant Group Company shall, without reference to the Sellers, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its reasonable absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.4.1. 5.3.1 if the Sellers Sellers' Representatives have not made the request and provided the indemnity referred to in paragraph 6.2 5.2 by the earlier of the following dates: (a) 5.3.1.1 the date being twenty five Business Days after the date on which notice of the Tax Demand, served Demand was given pursuant to paragraph 6.1, is received by the Sellers5.1 of this part; and (b) 5.3.1.2 the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers Sellers' Representatives have had at least ten Business Days’ notice of the Tax DemandDemand not less than twenty Business Days prior to such last date; 6.4.2. 5.3.2 if written notice is served on the relevant Group Company or the Buyer by the Sellers Sellers' Representatives to the effect that they consider that the Tax Demand should no longer be resisted; or; 6.4.3. 5.3.3 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be; or 5.3.4 if a Tax Authority reasonably alleges that while the Company was under the control of the Sellers there was any act or failure to act by the Company or the Sellers in connection with the Tax Liability to which the Tax Demand relates which constitutes fraud; or 5.3.5 if any action or other step is taken or legal proceedings are started to put any of the Sellers into liquidation, administration or receivership/bankruptcy or appoint an interim receiver pursuant to section 286 Insolvency Act 1986 or to enter into arrangements with their creditors pursuant to part I/VIII Insolvency Xxx 0000.

Conduct of Tax Demands. 6.1. 5.1 If any Tax Demand is received by or comes to the notice of the Buyer a Purchaser or a Group Company becomes aware of a Tax Demand that may lead to any liability of the Buyer shallSeller under this Schedule or in respect of the Tax Warranties, the Purchaser shall give written details of the relevant matters to the Seller as soon as reasonably practicable (and, in any event within ten Business Days provided that the giving of such notice shall not be a condition precedent to the liability of the Tax Demand coming to its or the relevant Group Company’s attention), give or procure to be given Seller. 5.2 Subject to the Sellers written notice remaining provisions of the Tax Demand. 6.2. If so requested in writing by the Sellersthis paragraph 5, the Sellers Purchaser shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question andand where relevant, if necessary, the Buyer shall take, or shall procure that the relevant Group Company takes, shall): (a) take such action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers Seller may reasonably request in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Demand (a “Disputed Demand”), subject to the Tax Liability or Seller agreeing (to postpone (so far as legally possiblethe Purchaser’s reasonable satisfaction) the payment of the Tax provided that: 6.2.1. the Sellers shall to indemnify the Buyer and Purchaser or the relevant Group Company (as applicable) against any reasonable costs, damages costs and reasonable expenses which they may be properly incurred in suffer or incur as a result of taking any such action pursuant to this paragraph; 6.2.2. the Sellers shall keep the Buyer and the relevant Group Company fully and promptly informed as subject to the progress Seller promptly reimbursing any such costs and consequences of such actionexpenses actually incurred; and 6.2.3. no material communication (written b) not accept or otherwise) pertaining to the pay or compromise any such Tax Demand shall be sent or, communicated otherwise to without the relevant Tax Authority without having first been approved by the Buyer Seller’s prior written consent (such approval consent not to be unreasonably withheld or delayed), and without first affording the Buyer a reasonable opportunity to comment thereon and without taking account of such comments so far as is reasonable to do so. 6.3. The Seller 5.3 Paragraph 5.2 shall not admit, compromise, settle or discharge apply in respect of any Tax Demand without Demand: (a) to the prior written consent of extent that it would involve the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer Purchaser or the relevant Group Company shallcontesting a Disputed Demand beyond the first appellate body (excluding the Taxation Authority which has made the Disputed Demand) in the jurisdiction concerned, without reference unless Tax counsel appointed by the Purchaser, at the Seller’s cost, confirms that (taking into account, among other things, the quantum of the relevant liability, the technical issues relevant to the SellersDisputed Demand and the likelihood of the relevant Group Company successfully challenging such Disputed Demand) it would be reasonable for the relevant Group Company to pursue that course of action; or (b) if the Seller does not request the relevant Group Company to take any action within fifteen (15) Business Days following the relevant Seller’s receipt of written details relating to the Tax Demand from the Purchaser in accordance with paragraph 5.1; or (c) where it derives from or arises out of any fraudulent act or omission by any of the Seller or by a Group Company prior to Completion, in which case the Purchaser and the relevant Group Company shall be entitled free to admit, compromise, settle, discharge pay or otherwise deal with a settle the Tax Demand on such terms as it maythey consider appropriate. 5.4 The Purchaser shall promptly provide and shall procure that each Group Company provides to the Seller and the Seller’s professional advisors reasonable access to premises and personnel, in its reasonable discretion, think fit and without prejudice to any right relevant documents and records (including copies of all material correspondence relating to the relevant Tax Demand) in their power, possession or remedy under this schedule or this Agreement: 6.4.1. if control that the Sellers have not made Seller reasonably requires in order to investigate any relevant matter and enable the request Seller to take any action referred to in this paragraph 6.2 by the earlier of the following dates: (a) the date being twenty five Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.1, is received by the Sellers; and (b) the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be5.

Conduct of Tax Demands. 6.1. 4.1 If any Tax Demand is received by or comes to the notice of the Buyer or a Group the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention), give or procure to be given to the Sellers Seller written notice of the Tax Demand, provided that the giving of notice is not a condition precedent to the Seller’s liability under this schedule or for a breach of any of the Tax Warranties. 6.2. 4.2 If so requested in writing by the SellersSeller, the Sellers Seller shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, the Buyer shall take, or shall procure that the relevant Group Company takes, such action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers Seller may reasonably request to dispute, resist, appeal or compromise the Tax Liability or to postpone (so far as legally possible) the payment of the Tax provided that: 6.2.1. that and the Sellers shall Seller hereby agrees to indemnify the Buyer and the relevant Group Company against in respect of any reasonable costscosts and expenses and additional Tax it may incur as a result of any such action, damages information and reasonable expenses which may be properly incurred in taking any action pursuant to this paragraph;assistance: 6.2.2. 4.2.1 the Sellers Seller shall keep the Buyer and the relevant Group Company fully and promptly informed as to the progress and consequences of such action; andaction where the Seller becomes directly aware of any such progress or consequences; 6.2.3. 4.2.2 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent or, communicated otherwise to the relevant Tax Authority without having first been approved by the Buyer (such approval not to be unreasonably withheld or delayed), and without first affording ; and 4.2.3 neither the Buyer nor the Company shall be required to make a formal appeal to any tribunal or court unless the Seller, at its expense, obtains an opinion from tax counsel of at least ten years standing with relevant experience that the appeal has a reasonable opportunity to comment thereon and without taking account prospect of such comments so far as is reasonable to do sosuccess. 6.3. The Seller shall not admit, compromise, settle or discharge any Tax Demand without the prior written consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. 4.3 The Buyer or the relevant Group Company shall, without reference to the SellersSeller, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its reasonable absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.4.1. 4.3.1 if the Sellers have Seller has not made the request referred to in paragraph 6.2 4.2 by the earlier of the following dates: (a) 4.3.1.1 the date being twenty five 25 Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.14.1, is received by the SellersSeller; and (b) 4.3.1.2 the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided or, in the event that the Sellers have had at least this date falls less than ten Business Days’ Days after the Seller has received notice of the Tax Demand;, then the date ten Business Days after the Seller has received notice of the Tax Demand; or 6.4.2. 4.3.2 if written notice is served on the relevant Group Company or the Buyer by the Sellers Seller to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. 4.3.3 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be; or 4.3.4 if a Tax Authority alleges in writing that the Seller (or the Company before Completion) has been fraudulent in respect of the Tax Liability which is the subject of the Tax Demand.

Conduct of Tax Demands. 6.1. If 108 9.1 Subject to paragraph 9.2 of this Schedule 5, if the Purchaser or any Target Company becomes aware of a Tax Demand Demand, the Purchaser shall give or procure that notice in writing is received by or comes given to the Seller as soon as is reasonably practicable, provided always that the giving of such notice shall not be a condition precedent to the Seller’s liability under this Tax Indemnity. 9.2 If the Seller becomes aware of a Tax Demand, it shall notify the Buyer or a Group Company the Buyer shall, Purchaser in writing as soon as reasonably practicable (practicable, and, in any event within ten Business Days on receipt of such notice, the Purchaser shall be deemed to have given the Seller notice of the Tax Demand coming in accordance with the provisions of paragraph 9 of this Schedule 5. 9.3 Subject to its paragraph 9.4 of this Schedule 5, provided the Seller agrees to indemnify the Purchaser’s Tax Group and the Target Companies (to the Purchaser’s reasonable satisfaction) against all liabilities, costs, damages or reasonable expenses which may be incurred thereby including any additional Liability for Taxation, the relevant Group Company’s attention), give or Purchaser shall: (a) take and shall procure to be that the Target Companies shall take such action as the Seller may reasonably request by notice in writing given to the Sellers written notice of Purchaser to avoid, dispute, defend, resist, appeal, request an internal review by the Tax Authorities or compromise any Tax Demand.; 6.2. If so requested in writing by (b) keep the Sellers, the Sellers shall (at their cost) be entitled to take over the conduct Seller informed of all proceedings relevant matters relating to any Tax Demand and promptly forward to the Seller copies of all relevant correspondence with any Taxation Authority and any other relevant information and documentation; (c) submit all written communications relating to the Tax Demand in question and, which are to be transmitted to a Taxation Authority first to the Seller for approval and shall only finally transmit such communications if necessary, the Buyer shall take, or shall procure that the relevant Group Company takes, such action approval is given and gives such information and assistance in connection with the affairs incorporation of the relevant Group Company such reasonable comments as the Sellers Seller may reasonably request require; and (d) subject to disputeparagraph 9.5 of this Schedule 5, resist, appeal not settle or otherwise compromise the Tax Liability Demand or otherwise agree any matter in the conduct of such Tax Demand which will or is likely to postpone increase the liability of the Seller under this Tax Indemnity without the prior approval of the Seller. 9.4 Neither the Purchaser nor the Target Companies shall be obliged to appeal or procure an appeal against any assessment to Tax if the Purchaser, having given the Seller written notice of such assessment, does not receive written instructions from the Seller within twenty (so far as legally possible20) Business Days to do so, or, if the appeal is from a court or tribunal of first instance, unless leading Tax counsel of at least ten (10) years’ experience appointed by agreement between the Seller and the Purchaser advises in writing that the appeal or defence has a reasonable prospect of success taking into account all circumstances. 9.5 Notwithstanding paragraph 9.3 of this Schedule 5, if: (a) the payment Seller does not request the Purchaser to take any action under paragraph 9.3 of this Schedule 5 or the Seller fails to agree to indemnify the Purchaser and the Target Companies to the Purchaser’s reasonable satisfaction within a period of time (commencing with the date of the notice given to the Seller) that is reasonable, having regard to the nature of the Tax provided that: 6.2.1. the Sellers shall indemnify the Buyer Demand and the relevant Group Company against existence of any reasonable coststime limit in relation to avoiding, damages disputing, defending, resisting, appealing, requesting a review or compromising such Tax Demand, and reasonable expenses which may be properly incurred period shall not in taking any action pursuant to this paragraph; 6.2.2. the Sellers shall keep the Buyer and the relevant Group Company fully and promptly informed as event exceed a period of fourteen (14) days provided that Purchaser has sent written notice to the progress and consequences Seller that it intends to take conduct of such action; and 6.2.3. no material communication (written or otherwise) pertaining to the Tax Demand shall by virtue of this paragraph 9.5(a) of this Schedule 5 and the Seller has failed to agree to indemnify the Purchaser under paragraph 9.2 of this Schedule 5 or request Purchaser or the Company to take any action under paragraph 9.3 of this Schedule 5 within twenty (20) Business Days or receipt of such written notice; or (b) it is a requirement for an appeal against an assessment or demand for Tax that the Tax be sent or, communicated otherwise paid and payment has not been made by the Seller to the relevant Purchaser of an amount equal to such Tax and in respect of it; or (c) the Seller takes action, or other steps are taken or legal proceedings started, for a Seller’s bankruptcy, or the Seller becomes bankrupt or the Seller is unable to pay its debts as they fall due, starts negotiations with a creditor with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of, or a composition with, its creditors; or (d) a Taxation Authority without having first been approved by alleges in writing that the Buyer Seller (such approval not to be unreasonably withheld or delayed), and without first affording any Target Company before Closing) has engaged in fraudulent conduct or deliberate default in respect of the Buyer a reasonable opportunity to comment thereon and without taking account Liability for Taxation which is the subject matter of such comments so far as is reasonable to do so. 6.3. The Seller shall not admit, compromise, settle or discharge any the Tax Demand without Dispute, the prior written consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer Purchaser or the relevant Group Target Company shall, shall have the right to reasonably conduct of the Tax Demand Dispute (without reference prejudice to its rights under this Tax Indemnity) and shall be free to pay or settle the Sellers, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it maythe Purchaser, or such Target Company, may in its reasonable discretiondiscretion consider fit. 9.6 The Purchaser shall provide and shall procure that the Target Companies provide to the Seller and the Seller’s professional advisors reasonable access to personnel and relevant documents and records of the Target Companies and within their power, think fit possession or control for the purpose of investigating the matter and without prejudice enabling the Seller to any right or remedy under this schedule or this Agreement: 6.4.1. if the Sellers have not made the request take such action as is referred to in this paragraph 6.2 9 of this Schedule 5. 9.7 Neither the Purchaser, nor the Target Companies shall be subject to any claim by the earlier or liability to any of the following dates: (a) the date being twenty five Business Days after the date on which notice Seller for any non-compliance with any of the Tax Demand, served pursuant to above provisions of this paragraph 6.1, is received by 9 of this Schedule 5 if the Sellers; and (b) Purchaser or the date being five Business Days prior to relevant Target Company has bona fide acted in accordance with the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice instructions of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may beSeller.

Conduct of Tax Demands. 6.1. 8.1 If any Tax Demand is received by or comes to the notice of the Buyer or a Group the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention), give or procure to be given the giving to the Sellers Seller of written notice of the Tax Demand, but notice is not a condition precedent to the Seller’s liability under this Schedule. 6.2. 8.2 If so requested in writing by the Sellers, Seller and provided that the Sellers shall (at their cost) be entitled to take over Seller indemnifies the conduct of all proceedings relating Buyer and the Company to the Buyer’s reasonable satisfaction against all associated reasonable third party costs and expenses incurred by the Buyer and the Company and agrees to pay to the relevant Tax Demand Authority the Tax which is the subject matter of the claim (the "Disputed Tax") where it is necessary to pay the Disputed Tax in question and, if necessaryorder to resist or otherwise deal with the Tax Demand, the Buyer shall take, or shall procure that the relevant Group Company takes, such action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers Seller may reasonably request to dispute, resist, appeal or compromise the Tax Liability or to postpone (so far as legally possible) the payment of the Tax provided thatand in this event: 6.2.1. the Sellers shall indemnify 8.2.1 the Buyer and or the relevant Group Company against any reasonable costs, damages and reasonable expenses which may be properly incurred in taking any action pursuant to this paragraph; 6.2.2. the Sellers shall keep the Buyer and the relevant Group Company fully and promptly Seller informed as to the progress and consequences of such action; and; 6.2.3. 8.2.2 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent or, otherwise communicated otherwise to the relevant Tax Authority by the Seller or the Buyer without such having first been approved by the Buyer other party (such approval not to be unreasonably withheld or delayed), and without first affording ; and 8.2.3 the Buyer shall not be obliged to take or procure the taking of any action under this sub-paragraph where in the Buyer's reasonable opinion, the action requested by the Seller is likely to be prejudicial to the Company or the Buyer's future liability to Tax provided that where the Buyer refuses to take or procure the taking of any step or action in accordance with this paragraph 8.2.3 it will notify the Seller of its reasons for the refusal and will seek alternative instruction from the Seller. For these purposes an action will not be regarded as prejudicial if the expected adverse financial effect for the Company and/or the Buyer is, in the Buyer’s reasonable opinion, not more than £3,000 after taking account of the benefit of the indemnity to be given under paragraph 8.2. 8.3 Where the Seller is required to make and has made a payment of Disputed Tax to a Tax Authority in accordance with paragraph 8.2 and such Disputed Tax is repaid by the Tax Authority to the Company or the Buyer as a result of the final decision of the Tax Authority, tribunal or court of final appeal, the Buyer will (or will procure that the Company will) repay such amount to the Seller within five Business Days of receipt. 8.4 The Buyer shall not be obliged to take or procure the taking of any action under sub- paragraph 8.2, the Sellers’ rights under this paragraph 8 shall cease and the Buyer shall be free to settle, compromise or deal with any Tax Demand as it sees fit: 8.4.1 where a Tax Authority asserts in writing that the Seller or (prior to Completion) the Company has committed an act or is responsible for an omission which constitutes fraudulent conduct; 8.4.2 if the Seller fails to request that the Buyer or Company take any action under sub-paragraph 8.2 of this schedule (or if the Seller fails to indemnify the Buyer and the Company to the Buyer’s reasonable satisfaction in accordance with paragraph 8.2) within a period of time that is reasonable having regard to the nature of the Tax Demand and the existence of any time limit in relation to avoiding, disputing, defending, resisting, appealing or compromising such Tax Demand and which period shall not in any event exceed a period of 20 Business Days commencing with the date of the notice given pursuant to paragraph 8.1; or 8.4.3 to the extent that it would involve the Company contesting the Tax Demand beyond the Taxation Authority which has made the Tax Demand unless the Seller furnishes the Company with the written opinion of Tax counsel of at least five years’ call (such Tax counsel having been chosen by the Buyer from a list of at least three appropriate Tax counsel provided by the Seller as soon as reasonably practicable) to the effect that on the balance of probabilities it will succeed. Such Tax counsel shall be instructed by the Seller and at the Sellers’ expense but the Seller shall promptly provide the Buyer with a copy of such instructions prior to their submission and take account of the Buyer’s reasonable comments thereon and give the Buyer or its representative a reasonable opportunity to comment thereon attend and without taking account of participate in any conference with such comments so far as is reasonable to do so.counsel; 6.3. The 8.4.4 if the Seller shall not admit, compromise, settle or discharge any Tax Demand without has notified the prior written consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer or the relevant Group Company shall, without reference in writing to the Sellers, be entitled effect they no longer wishes to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its reasonable discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.4.1. if the Sellers have not made the request referred to in paragraph 6.2 by the earlier of the following dates: (a) the date being twenty five Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.1, is received by the Sellers; and (b) the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice of pursue the Tax Demand; 6.4.2. 8.4.5 if written notice the Seller has failed to comply with any of its obligations under this paragraph 8, unless such failure is served on (i) not a deliberate failure by the relevant Group Company or Seller, and (ii) is capable of remedy and has been remedied by the Seller at the earliest opportunity and in any event not later than five Business Days after identification of the failure by the Buyer; 8.4.6 if an Insolvency Event has occurred in relation to the Seller; provided that where the Seller's rights in respect of a Tax Demand cease as a result of this paragraph 8.4 the Buyer by will (or will procure that the Sellers to Company will) keep the effect that they consider Seller informed of all material progress of the Tax Demand should no longer be resisted; or 6.4.3. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question (or the decision of any court or tribunal in respect of any such Tax Demand, as the case may beproceedings arising therefrom).

Conduct of Tax Demands. 6.1. 9.1 If the Buyer shall become aware of any Tax Demand which is received by or comes likely to give rise to a liability on the notice of the Buyer or a Group Company Seller under this Agreement, the Buyer shall, but not as a condition precedent to the liability of the Seller, give notice or procure that notice is given as soon as reasonably practicable (to the Seller. 9.2 If the Seller becomes aware of any Tax Demand which is likely to give rise to a liability on the Seller under this Agreement, the Seller shall give notice as soon as reasonably practicable to the Buyer and, in any event within ten Business Days on receipt of such notice, the Buyer shall be deemed to have given the Seller notice of the Tax Demand coming to its or in accordance with the relevant Group Company’s attention), give or procure to be given to the Sellers written notice provisions of the paragraph 4.1. 9.3 As regards any Tax Demand. 6.2. If so requested in writing by the Sellers, the Sellers shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, the Buyer shall take, take or shall procure that the relevant Group Company takes, EIPRL shall take such reasonable action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers may Seller may, by written notice given to the Buyer reasonably and promptly, request to cause the Tax Demand to be withdrawn or to dispute, resist, appeal against, compromise or compromise defend the Tax Liability Demand and any determination in respect of it or to apply to postpone (so far as legally possible) the payment of any Tax pending the determination of any appeal but subject to the Buyer and EIPRL first being indemnified to their reasonable satisfaction by the Seller against all losses (including any additional Tax provided thatLiability), interest, costs, damages and expenses which may be thereby incurred, and PROVIDED THAT: 6.2.1. 9.3.1 any request made by the Sellers Seller pursuant to this paragraph 4.3 shall indemnify be made promptly following receipt by the Seller of any notice given by the Buyer to the Seller in accordance with paragraph 4.1 and in any event within 10 business days of such receipt; 9.3.2 the Buyer and EIPRL shall not be obliged to comply with any request of the Seller which involves contesting any assessment for Tax before any court or any other appellate body unless they have been advised in writing by tax counsel of at least ten years’ call, instructed by agreement between the Buyer and the relevant Group Company Seller at the expense of the Seller, that an appeal against any reasonable coststhe assessment for Tax in question will, damages and reasonable expenses which may on the balance of probabilities, be properly incurred in taking any action pursuant to this paragraphwon; 6.2.2. 9.3.3 the Sellers Seller shall keep not be entitled under paragraph 4.3 to require that the Buyer and delegates (or procures that EIPRL delegates) the relevant Group Company fully and promptly informed as to the progress and consequences conduct of such action; and 6.2.3. no material communication (written any proceedings or otherwise) pertaining to dealings arising in connection with the Tax Demand shall be sent or, communicated otherwise in question to the relevant Tax Authority without having first been approved by Seller, or its agents or advisers; 9.3.4 the Buyer (such approval not to be unreasonably withheld or delayed), and without first affording the Buyer a reasonable opportunity to comment thereon and without taking account of such comments so far as is reasonable to do so. 6.3. The Seller shall not admit, compromise, settle be obliged to take any action (or discharge procure the taking of any action by EIPRL) under this paragraph 4 if EIPRL is requested to appeal against any Tax Demand without and it is a requirement for such an appeal that the prior written consent Tax be paid, unless payment has previously been made by the Seller to the Buyer of an amount equal to such Tax and in respect of it; 9.3.5 the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer or EIPRL shall have the relevant Group Company shall, conduct of any proceedings or dealings arising in connection with the Tax Demand absolutely (without reference prejudice to its rights under this Agreement) and shall be free to pay or settle the Sellers, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, the Buyer or EIPRL may in its reasonable discretion, think absolute discretion consider fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.4.1. if the Sellers have not made the request referred to in paragraph 6.2 by the earlier of the following datesif: (ai) the date being twenty five Business Days after Seller does not request the date on which notice Buyer to take any action under this paragraph 4; or (ii) the Seller has (or EIPRL before Completion has) been involved in a case involving fraudulent conduct or deliberate default in respect of the Tax Demand, served pursuant to paragraph 6.1, Liability which is received by the Sellers; and (b) the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice subject matter of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. upon (iii) in the expiry Buyer’s reasonable opinion, the action requested by the Seller under this paragraph 4 is likely to affect adversely the Tax liability of the Buyer or EIPRL or the business or financial interests of any period prescribed by applicable legislation for of them or is unreasonable or contrary to the making of an appeal against either the Tax Demand in question or the decision legal obligations of any court of them. 9.4 Neither the Buyer nor EIPRL shall be liable to the Seller for non-compliance with any of the provisions of this paragraph 4 if the Buyer or tribunal EIPRL has acted in respect good faith in accordance with the instructions of any such Tax Demand, as the case may beSeller.

Conduct of Tax Demands. 6.1. 4.1 If any Tax Demand is received by or comes to the notice of the Buyer or a Group Company or the Buyer becomes aware of any other matter which could give rise to a Tax Claim the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention)practicable, give or procure to be given to the Sellers Seller written notice thereof. If any Tax Demand is received by or comes to the notice of the Seller, the Seller shall, as soon as reasonably practicable, give the Buyer notice of the Tax Demand. 6.2. If so requested 4.2 As regards any Tax Demand, at the request in writing by of the Sellers, the Sellers shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, Seller the Buyer shall take, or shall procure that the relevant Group Company takes, concerned shall take such action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers Seller may reasonably and promptly request to dispute, resist, appeal or compromise the Tax Liability or but subject to postpone the Buyer and the Group Company being indemnified to their reasonable satisfaction by the Seller against all losses, costs, damages and expenses which may be incurred as a result (so far as legally possibleincluding, for the avoidance of doubt and without limitation, any Tax that has to be paid before a Tax Demand can be appealed) the payment of the Tax provided that: 6.2.1. the Sellers shall indemnify 4.2.1 the Buyer and shall not be required to delegate, or to procure that the relevant Group Company against any reasonable costsdelegates, damages and reasonable expenses which may be properly incurred in taking any the conduct of such action pursuant to this paragraphthe Seller; 6.2.2. the Sellers shall keep 4.2.2 the Buyer and shall not be required to make or procure that the relevant Group Company fully makes a formal appeal to any tribunal, court, appellate body or judicial authority unless the Seller, at its own expense and promptly informed as after disclosure of all relevant information and documents, obtain and deliver to the progress and consequences of such action; and 6.2.3. no material communication (written or otherwise) pertaining to the Tax Demand shall be sent orBuyer an opinion from appropriate counsel, communicated otherwise to the relevant Tax Authority without having first who has been approved for the purpose by the Buyer (such approval not to be unreasonably withheld or delayed) and who has specialised in relevant Tax matters for a minimum of ten years, that the appeal will, on the balance of probabilities, be successful; 4.2.3 neither the Buyer nor any Group Company shall be required by this paragraph 4 to take any action (a “Relevant Action”) which is materially different from the action that would have been taken by or on behalf of the Seller or Group Company in relation to the Tax Demand had there been no change of ownership of the Group Company, on the assumption that the cost of taking the Relevant Action would have been weighed against the likely consequences of the Relevant Action (including, but not limited to, Tax, financial and reputational consequences), and without first affording the Buyer judging such consequences in a reasonable opportunity and economically balanced way and also on the assumption that the same business continues to comment thereon and without taking account of such comments so far as is reasonable be carried on by the Group Company; 4.2.4 no material written communication pertaining to do so. 6.3. The Seller shall not admit, compromise, settle or discharge any the Tax Demand shall be sent to the relevant Tax Authority without the prior written consent approval of the Buyer, Seller (such consent approval not to be unreasonably withheld, delayed withheld or conditioneddelayed). 6.4. 4.3 The Buyer or the relevant Group Company shall, without reference to the SellersSeller, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its reasonable discretionacting reasonably, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.4.1. 4.3.1 if the Sellers have Seller has not made the request and provided the indemnity referred to in paragraph 6.2 4.2 by the earlier of the following dates: (a) the date being twenty five Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.1, is received by the Sellers; and (b) the date being five ten Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have Seller has had at least ten Business Days’ notice and a written reminder of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. 4.3.2 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be; 4.3.3 if any action or other step is taken or legal proceedings are started to put the Seller into liquidation, administration or receivership or to enter into arrangements with its creditors pursuant to part I Insolvency Xxx 0000. 4.4 The Buyer shall procure that the Seller and its duly authorised agents are (on reasonable notice in writing to the Buyer) afforded such reasonable access to the books, accounts, personnel, correspondence and documentation of the Group Companies and such other reasonable assistance as may be reasonably required to enable the Seller to exercise its rights under this paragraph 4. 4.5 The parties acknowledge that certain services in relation to Tax are to be provided by a member of the Seller’s Group to the Group Companies under the terms of the Transitional Services Agreement. The parties acknowledge that a member of the Seller’s Group may therefore satisfy or perform the actions or obligations of the Buyer and/or a Group Company under this paragraph 4 as agent of the same.

Conduct of Tax Demands. 6.1. 3.1 If the Purchaser shall become aware of any Tax Demand which is received likely to give rise to a liability on the Vendors under this Agreement, the Purchaser shall, by or comes way of covenant but not as a condition precedent to the notice liability of the Buyer Vendors hereunder, give notice thereof or a Group Company the Buyer shall, procure that notice thereof is given as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its or the relevant Group Company’s attention), give or procure to be given to the Sellers written notice of the Vendors’ Representative. 3.2 As regards any Tax Demand. 6.2. If so requested in writing by the Sellers, the Sellers Purchaser shall (at their cost) be entitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, the Buyer shall take, or shall procure that the relevant Group Subject Company takes, shall take such action and gives such information and assistance in connection with the affairs of the relevant Group Company as the Sellers Vendors’ Representative may by written notice given to the Purchaser reasonably request to cause the Tax Demand to be withdrawn or to dispute, resist, appeal against, compromise or compromise defend the Tax Liability Demand and any determination in respect thereof or to apply to postpone (so far as legally possible) the payment of any Tax pending the Tax provided that: 6.2.1. determination of any appeal but subject to the Sellers shall indemnify the Buyer Purchaser and the relevant Group Subject Company being indemnified and secured to their reasonable satisfaction by the Vendors against all losses (including any reasonable additional Tax Liability), interest, costs, damages and reasonable expenses which may be properly thereby incurred in taking by the Purchaser or the Subject Company, and PROVIDED THAT: 3.2.1 any action request made by the Vendors’ Representative pursuant to this paragraph; 6.2.2. paragraph 3.2 shall be made within a reasonable time of receipt by the Sellers shall keep Vendors’ Representative of any notice given by the Buyer and the relevant Group Company fully and promptly informed as Purchaser to the progress Vendors in accordance with paragraph 3.1 and consequences if, on the expiry of a period of 14 days commencing on the date of receipt by the Vendors’ Representative of such action; and 6.2.3. no material communication (written or otherwise) pertaining notice, the Vendors’ Representative shall not have given to the Purchaser notice of the Vendors’ intentions in respect of the Tax Demand shall be sent or, communicated otherwise to the relevant Tax Authority without having first been approved by the Buyer (such approval not to be unreasonably withheld or delayed), and without first affording the Buyer a reasonable opportunity to comment thereon and without taking account of such comments so far as is reasonable to do so. 6.3. The Seller shall not admithave provided satisfactory indemnities and securities in accordance with this paragraph 3.2, compromise, settle or discharge any Tax Demand without the prior written consent of Purchaser and the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer or the relevant Group Subject Company shall, without reference to the Sellers, shall be entitled to admit, compromise, settle, discharge satisfy or otherwise settle or deal with a the Tax Demand on such terms as it may, they shall in its reasonable discretion, their absolute discretion think fit and but without prejudice to any right or remedy their rights and remedies under this schedule or this Agreement:Schedule 7; 6.4.1. if 3.2.2 the Sellers have Purchaser and the Subject Company shall not made the be obliged to comply with any request referred to in paragraph 6.2 by the earlier of the following dates: (a) Vendors’ Representative which involves contesting any assessment for Tax before any court or any other appellate body unless they have been advised in writing by leading tax counsel instructed by agreement between the date being twenty five Business Days after Purchaser and the date on which notice Vendors’ Representative at the expense of the Tax Demand, served pursuant to paragraph 6.1, is received by the Sellers; and (b) the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided Vendors that the Sellers have had at least ten Business Days’ notice of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the assessment for Tax Demand in question or will, on the decision balance of any court or tribunal in respect of any such Tax Demandprobabilities, be won by the Purchaser or, as the case may be, the Subject Company; 3.2.3 the Vendors’ Representative shall not be entitled under paragraph 3.2 to require the company (or procure the Subject Company) to delegate the conduct of all or any proceedings or dealings arising in connection with the Tax Demand in question to himself, the Vendors or any of them, or any agent or professional adviser of the Vendors; 3.2.4 neither the Purchaser nor the Subject Company shall be obliged to take any action which is likely to increase the future taxation liability of any company in the group of companies of which the Purchaser is for the time being a member. 3.3 The representative of the Vendors for the purposes of this Schedule 7 (“Vendors’ Representative”) shall be: 3.3.1 Mr L Xxxxxxxxx who is hereby appointed; or 3.3.2 in the event of Mr L Xxxxxxxxx’x death or incapacity, such other person, being one of the Vendors who is appointed in his place by notice to the Purchaser signed by the Vendors provided that for the avoidance of doubt in the absence of any such notice of appointment a notice given in accordance with clause 12 shall be validly given notwithstanding the death or incapacity if the Vendors’ Representative for the time being. Any action taken or authorised by and any notice or document given to the Vendors’ Representative shall be deemed to be taken or authorised by or given to each of the Vendors and shall be binding on each of them.

Conduct of Tax Demands. 6.1. If 9.1 Subject to paragraph 9.2 of this Schedule 5, if the Purchaser or any Target Company becomes aware of a Tax Demand Demand, the Purchaser shall give or procure that notice in writing is received by or comes given to the Seller as soon as is reasonably practicable, provided always that the giving of such notice shall not be a condition precedent to the Seller’s liability under this Tax Indemnity. 9.2 If the Seller becomes aware of a Tax Demand, it shall notify the Buyer or a Group Company the Buyer shall, Purchaser in writing as soon as reasonably practicable (practicable, and, in any event within ten Business Days on receipt of such notice, the Purchaser shall be deemed to have given the Seller notice of the Tax Demand coming in accordance with the provisions of paragraph 9 of this Schedule 5. 9.3 Subject to its paragraph 9.4 of this Schedule 5, provided the Seller agrees to indemnify the Purchaser’s Tax Group and the Target Companies (to the Purchaser’s reasonable satisfaction) against all liabilities, costs, damages or reasonable expenses which may be incurred thereby including any additional Liability for Taxation, the relevant Group Company’s attention), give or Purchaser shall: (a) take and shall procure to be that the Target Companies shall take such action as the Seller may reasonably request by notice in writing given to the Sellers written notice of Purchaser to avoid, dispute, defend, resist, appeal, request an internal review by the Tax Authorities or compromise any Tax Demand.; 6.2. If so requested in writing by (b) keep the Sellers, the Sellers shall (at their cost) be entitled to take over the conduct Seller informed of all proceedings relevant matters relating to any Tax Demand and promptly forward to the Seller copies of all relevant correspondence with any Taxation Authority and any other relevant information and documentation; (c) submit all written communications relating to the Tax Demand in question and, which are to be transmitted to a Taxation Authority first to the Seller for approval and shall only finally transmit such communications if necessary, the Buyer shall take, or shall procure that the relevant Group Company takes, such action approval is given and gives such information and assistance in connection with the affairs incorporation of the relevant Group Company such reasonable comments as the Sellers Seller may reasonably request require; and (d) subject to disputeparagraph 9.5 of this Schedule 5, resist, appeal not settle or otherwise compromise the Tax Liability Demand or otherwise agree any matter in the conduct of such Tax Demand which will or is likely to postpone increase the liability of the Seller under this Tax Indemnity without the prior approval of the Seller. 9.4 Neither the Purchaser nor the Target Companies shall be obliged to appeal or procure an appeal against any assessment to Tax if the Purchaser, having given the Seller written notice of such assessment, does not receive written instructions from the Seller within twenty (so far as legally possible20) Business Days to do so, or, if the appeal is from a court or tribunal of first instance, unless leading Tax counsel of at least ten (10) years’ experience appointed by agreement between the Seller and the Purchaser advises in writing that the appeal or defence has a reasonable prospect of success taking into account all circumstances. 9.5 Notwithstanding paragraph 9.3 of this Schedule 5, if: (a) the payment Seller does not request the Purchaser to take any action under paragraph 9.3 of this Schedule 5 or the Seller fails to agree to indemnify the Purchaser and the Target Companies to the Purchaser’s reasonable satisfaction within a period of time (commencing with the date of the notice given to the Seller) that is reasonable, having regard to the nature of the Tax provided that: 6.2.1. the Sellers shall indemnify the Buyer Demand and the relevant Group Company against existence of any reasonable coststime limit in relation to avoiding, damages disputing, defending, resisting, appealing, requesting a review or compromising such Tax Demand, and reasonable expenses which may be properly incurred period shall not in taking any action pursuant to this paragraph; 6.2.2. the Sellers shall keep the Buyer and the relevant Group Company fully and promptly informed as event exceed a period of fourteen (14) days provided that Purchaser has sent written notice to the progress and consequences Seller that it intends to take conduct of such action; and 6.2.3. no material communication (written or otherwise) pertaining to the Tax Demand shall by virtue of this paragraph 9.5(a) of this Schedule 5 and the Seller has failed to agree to indemnify the Purchaser under paragraph 9.2 of this Schedule 5 or request Purchaser or the Company to take any action under paragraph 9.3 of this Schedule 5 within twenty (20) Business Days or receipt of such written notice; or (b) it is a requirement for an appeal against an assessment or demand for Tax that the Tax be sent or, communicated otherwise paid and payment has not been made by the Seller to the relevant Purchaser of an amount equal to such Tax and in respect of it; or (c) the Seller takes action, or other steps are taken or legal proceedings started, for a Seller’s bankruptcy, or the Seller becomes bankrupt or the Seller is unable to pay its debts as they fall due, starts negotiations with a creditor with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of, or a composition with, its creditors; or (d) a Taxation Authority without having first been approved by alleges in writing that the Buyer Seller (such approval not to be unreasonably withheld or delayed), and without first affording any Target Company before Closing) has engaged in fraudulent conduct or deliberate default in respect of the Buyer a reasonable opportunity to comment thereon and without taking account Liability for Taxation which is the subject matter of such comments so far as is reasonable to do so. 6.3. The Seller shall not admit, compromise, settle or discharge any the Tax Demand without Dispute, the prior written consent of the Buyer, such consent not to be unreasonably withheld, delayed or conditioned. 6.4. The Buyer Purchaser or the relevant Group Target Company shall, shall have the right to reasonably conduct of the Tax Demand Dispute (without reference prejudice to its rights under this Tax Indemnity) and shall be free to pay or settle the Sellers, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it maythe Purchaser, or such Target Company, may in its reasonable discretiondiscretion consider fit. 9.6 The Purchaser shall provide and shall procure that the Target Companies provide to the Seller and the Seller’s professional advisors reasonable access to personnel and relevant documents and records of the Target Companies and within their power, think fit possession or control for the purpose of investigating the matter and without prejudice enabling the Seller to any right or remedy under this schedule or this Agreement: 6.4.1. if the Sellers have not made the request take such action as is referred to in this paragraph 6.2 9 of this Schedule 5. 9.7 Neither the Purchaser, nor the Target Companies shall be subject to any claim by the earlier or liability to any of the following dates: (a) the date being twenty five Business Days after the date on which notice Seller for any non-compliance with any of the Tax Demand, served pursuant to above provisions of this paragraph 6.1, is received by 9 of this Schedule 5 if the Sellers; and (b) Purchaser or the date being five Business Days prior to relevant Target Company has bona fide acted in accordance with the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Sellers have had at least ten Business Days’ notice instructions of the Tax Demand; 6.4.2. if written notice is served on the relevant Group Company or the Buyer by the Sellers to the effect that they consider the Tax Demand should no longer be resisted; or 6.4.3. upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may beSeller.