Covenant to pay 2 Clause Samples

Covenant to pay 2. 1 Subject to the provisions of this Tax Schedule, the Sellers jointly and severally covenant to pay to the Purchasers an amount equal to: (a) any Tax Liability of a Target Group Company which arises as a consequence of or by reference to any Event which occurred on or before Completion; (b) any Tax Liability of a Target Group Company which arises in respect of or by reference to any Income, Profits or Gains which were earned, accrued or received on or before Completion or in respect of a period ending on or before Completion; (c) any Tax Liability of ▇▇▇▇ under section 1.1502-6 of the Treasury Regulations for the Taxes of another person arising as a result of ▇▇▇▇’▇ affiliation prior to the Completion with any member of the Retained Group; and (d) all reasonable costs and expenses properly incurred and payable by the Purchasers’ Group or a Target Group Company in connection with any Tax Liability mentioned in this paragraph 2.1 or with any Demand therefor; provided that the Purchasers shall not be entitled to recover an amount from the Sellers under this Tax Schedule more than once in respect of the same Tax Liability.