COVENANT BY THE PURCHASER Sample Clauses

COVENANT BY THE PURCHASER. 9.1 The Purchaser covenants with the Vendors to pay to the Vendors an amount equal to any corporation tax of the Company which is assessed on the Vendors or any person connected with the Vendors pursuant to s.767A or s.767AA of ICTA, s.190 of the Taxation of Chargeable Gains Xxx 0000 or s.132 of the Finance Xxx 0000 (together with all interest, penalties and reasonable costs and expenses incurred by the Vendors in connection therewith) save that this clause shall not apply in respect of any Tax for which the Vendors are liable to make or have made payment to the Vendors under this Deed 9.2 Any payment which the Purchaser is obliged to make pursuant to this clause shall be made on or before the date which is three Business Days before the Vendors are obliged to pay the corporation tax in question in order to avoid interest or penalties and any payment not made on or before the due date for payment pursuant to this clause shall carry interest at the rate specified in clause 15.10 of the Agreement
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COVENANT BY THE PURCHASER. 10.1 The Purchaser and Holdings jointly and severally covenant with the Warrantors to pay to the Warrantors an amount equal to: 10.1.1 any liability (or increased liability) to Tax of the Warrantors or any person connected with the Warrantors arising under or by reference to section 767A or section 767AA of the Taxes Act or by virtue of the non-payment of Tax by Holdings for any reason or by the application of any Tax Statute save that this paragraph 10.1 shall not apply in respect of any Tax for which the Warrantors are liable to make (but have not yet made) payment to the Purchaser under this schedule; 10.1.2 the reasonable costs and expenses of the Warrantors or any person connected with the Warrantors in connection with any liability referred to or in taking any action under this paragraph. 10.2 For the purposes of this paragraph, any reference to a liability to Tax shall include any liability to make a payment of Tax which would have arisen but for the utilisation of any Relief. 10.3 Paragraphs 4 and 5 of this part 4 of this schedule shall apply to this paragraph 10 (with all necessary changes) as if: (a) references to the Warrantors were references to the Purchaser (and vice versa); and (b) references to Holdings in the definition of Claim for Tax were references to the Warrantors or to any person connected with the Warrantors.
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COVENANT BY THE PURCHASER. 10.1 The Purchaser and the Company covenant with the Warrantors to pay to the Warrantors an amount equal to any of the following: 10.1.1 any liability or increased liability to Tax of the Warrantors or any person connected with the Warrantors arising under or by reference to section 767A or section 767AA of the Taxes Act, paragraph 68 of schedule 29 to the Finance Xxx 0000, paragraph 8 of schedule 34 to the Finance Xxx 0000, paragraph 8 or 9 of schedule 35 to the FA 2002, by virtue of the non-payment of Tax by the Company save that this paragraph 10.1.1 shall not apply in respect of any Tax for which the Warrantors are liable to make (but have not yet made) payment to the Purchaser under this schedule; 10.1.2 the reasonable costs and expenses of the Warrantor in connection with any liability referred to or in taking any action under this paragraph.
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COVENANT BY THE PURCHASER. The Purchaser and each Target Group member jointly and severally covenant with the Vendor to pay to the Vendor an amount equal to any of the following:
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COVENANT BY THE PURCHASER. 9.1 The Purchaser covenants with the Warrantors to pay to the Warrantors an amount equal to any of the following: 9.1.1 any liability or increased liability to Tax of the Warrantors or any person connected with the Warrantors arising under or by reference to section 767A or section 767AA of the Taxes Act, section 179, 190 or 191 of the TCGA or section 132 of the Finance Act 1988, paragraph 68 of schedule 29 to the Finance Act 0000, paragraph 8 of schedule 34 to the Finance Acx 0000, paragraph 9 of schedule 35 to the FA 2002, ox xxxxxxaphs 1 or 2 of schedule 39 to the Finance Act 2002 by virtue of the non-payment of Tax by the Coxxxxx xxve that this paragraph 9. 1.1 shall not apply in respect of any Tax for which the Warrantors are liable to make (but have not yet made) payment to the Purchaser under this schedule; 9.1.2 any liability or increased liability to Tax of the Warrantors arising in connection with any of the following events occurring or being deemed to occur at any time after Completion: 9.1.2.1 the disposal by the Company of any asset or of any interest on or right over any asset; or 9.1.2.2 the Company ceasing to be resident in the United Kingdom for the purposes of any Tax; 9.1.3 the reasonable costs and expenses of the Warrantors or any member of the Vendor Group in connection with any liability referred to or in taking any action under this paragraph. 9.2 For the purposes of this paragraph, any reference to a liability to Tax shall include any liability to make a payment of Tax which would have arisen but for the utilisation of any Relief. 9.3 Paragraphs 2 and 3 of this part 4 of this schedule shall apply to this paragraph 10 (with all necessary changes) as if: (a) (except in paragraph 4.3) references to the Warrantors were references to the Purchaser and vice versa; and (b) references to the Company in the definition of Claim for Tax were references to the Warrantors.
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COVENANT BY THE PURCHASER. 10.1 The Purchaser covenants with the Warrantors to pay to the Warrantors an amount equal to any of the following: 10.1.1 any liability or increased liability to Tax of the Vendors or any person connected with the Vendors arising under or by reference to section 767A or section 767AA of the Taxes Act or paragraph 8 of schedule 34 to the Finance Xxx 0000, paragraph 9 of schedule 35 to the FA 2002 by virtue of the non-payment of Tax by the Company save that this paragraph 10. 1.1 shall not apply in respect of any Tax for which the Warrantors are liable to make (but have not yet made) payment to the Purchaser under this schedule; 10.1.2 the reasonable costs and expenses of the Vendors in connection with any liability referred to or in taking any action under this paragraph. 10.2 For the purposes of this paragraph, any reference to a liability to Tax shall include any liability to make a payment of Tax which would have arisen but for the utilisation of any Relief.
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COVENANT BY THE PURCHASER. 9.1 The Purchaser covenants with the Covenantors to pay forthwith to the Covenantors an amount equal to any Tax which is assessed on the Covenantors pursuant to section 767AA of the Taxes Act by reason of Tax assessed on the Company remaining unpaid, save that this clause shall not apply in respect of Tax for which the Covenantors are otherwise liable to the Purchaser under this Deed.
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Related to COVENANT BY THE PURCHASER

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

  • Assignment by the Executive This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Assignment by the Depositor or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.

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