Covenant by the Vendors Sample Clauses

Covenant by the Vendors. 1.1 The Vendors hereby covenant jointly and severally with the Purchaser to pay to the Purchaser an amount or amounts equal to: 1.1.1 any Actual Tax Liability of any Group Company arising: (i) as a result of, in respect of or by reference to any Event occurring or deemed for the purposes of any Tax to occur on or before Completion including, for the avoidance of doubt, the Section 110 Re-organisation and the Own Share Purchase; or (ii) any income, profits or gains earned, accrued or received or deemed for the purposes of any Tax to have been earned, accrued or received on or before or in respect of any period ending on or before the Completion Date; or (iii) in circumstances where such Tax Liability would not have arisen but for the failure of any Relevant Person to pay any Tax for which such Relevant Person is primarily liable; (iv) in consequence of any person other than a Group Company, the Purchaser or any person who controls or is controlled by, the Purchaser (“control” being as defined in section 840 ICTA) making a payment after Completion to any person to the extent that, and in circumstances where, such payment constitutes remuneration for acts undertaken for or services rendered to, a Group Company by any current or former officer or employee of a Group Company during any period ending on or prior to Completion; 1.1.2 any Deemed Taxation Liability of any Group Company; 1.1.3 any Actual Taxation Liability of any Group Company or the Purchaser in respect of inheritance tax which: (i) is at Completion a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Group Company; or (ii) after Completion becomes a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Group Company being an Actual Taxation Liability arising as a result of the death of any person within seven years after a transfer of value (or a deemed transfer of value) if a charge on or power to sell, mortgage or charge any such shares or assets could, if the death had occurred immediately before Completion and the inheritance tax payable as a result thereof had not been paid, have existed at Completion; or (iii) arises as a result of a transfer of value occurring or being deemed to occur on or before Completion (whether or not in conjunction with the death of any person whenever occurring) which increased or decreased the value of the estate of any Group Company; PROVIDED THAT in determining for the ...

Covenant by the Vendors. 1.1 Subject to the provisions of part 1 of this schedule and of schedules 4 and 5 (save as otherwise excluded), the Vendors hereby covenant with the Purchaser to pay to the Purchaser an amount equal to: 1.1.1 any Actual Taxation Liability of the Companies arising as a result of: (a) an Event occurring on or before Completion or (b) any income, profits or gains earned, accrued or received on or before or in respect of any period ended on or before the date of Completion on a supply of any goods or services made on or before Completion.