Common use of Covenant to Pay Clause in Contracts

Covenant to Pay. Each of the Sellers hereby severally and pro rata (based upon such Seller’s Participation Percentage) covenants with Purchaser to pay to Purchaser, or if so directed by Purchaser to an Acquired Company on behalf of Purchaser, by way of adjustment to the consideration payable under the Agreement for the Shares): (a) an amount equal to any Tax Liability of an Acquired Company arising in respect of, by reference to or in consequence of: (i) any income, profits or gains earned, accrued or received on or before Closing; (ii) any Event which occurred on or before Closing or is deemed for any Tax purposes to have occurred on or before Closing; (iii) a relationship of any Acquired Company which existed at any time before Closing with any Person other than a company which is a member of Purchaser’s Group, whensoever arising; (b) an amount equal to any inheritance tax Liability which: (i) is at Closing a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company; or (ii) after Closing becomes a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company, being an actual Liability to inheritance tax arising as a result of the death of any Person within six 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 would, if the death had occurred immediately before Closing and the inheritance tax payable as a result thereof had not been paid, have existed at Closing and which is discharged by enforcement of such a charge or by exercise of such a power of sale, mortgage or charge; (c) an amount equal to any Liability of any Acquired Company which arises at any time to account for income tax or national insurance contributions in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition of the security or the grant of the option or other right to acquire the security occurred on or before Closing; (d) an amount equal to any Liability of any Acquired Company, or Purchaser’s Group to account to HMRC for any amount of, or representing, United Kingdom income tax or national insurance contributions which may arise in respect of or in connection with the Earn-Out Consideration or the Loan Notes; and (e) all costs and expenses properly incurred by Purchaser, its Affiliates or an Acquired Company in connection with a successful claim under this Exhibit B.

Covenant to Pay. Each 2.1 This Debenture is given for good consideration and the Company shall on demand by the Bank discharge each and every liability, of any kind whatsoever and howsoever arising, which the Sellers hereby severally Company and pro rata (based upon such Seller’s Participation Percentage) covenants with Purchaser to pay to Purchaser, the Obligor may now or if so directed by Purchaser to an Acquired Company on behalf of Purchaser, by way of adjustment at any time hereafter have to the consideration payable under the Agreement for the Shares): Bank whether (a) an amount equal to any Tax Liability of an Acquired present or future (b) actual or contingent (c) incurred by the Company arising and/or the Obligor alone or jointly with another person or other persons and/or (d) incurred by the Company and/or the Obligor as principal or as surety or in some other capacity under or pursuant to, or in respect of, by reference to of or in consequence of: connection with, the Finance Documents including (i) any income, profits or gains earned, accrued or received on or before Closing; liability in respect of any further advances made thereunder and (ii) any Event which occurred on or before Closing or is deemed for any Tax purposes to have occurred on or before Closing; (iii) a relationship liability in respect of any Acquired Company which existed breach of any obligation, undertaking, representation or warranty contained therein or herein and pay to the Bank every sum (of principal, interest or otherwise) now or at any time before Closing with any Person other than a company which is a member of Purchaser’s Grouphereafter due, whensoever arising; (b) an amount equal to any inheritance tax Liability which: (i) is at Closing a charge onowing, payable or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company; or (ii) after Closing becomes a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company, being an actual Liability to inheritance tax arising as a result of the death of any Person within six 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 would, if the death had occurred immediately before Closing and the inheritance tax payable as a result thereof had not been paid, have existed at Closing and which is discharged by enforcement of such a charge incurred from or by exercise of such a power of salethe Company and/or the Obligor to the Bank under or pursuant to, mortgage or charge; (c) an amount equal to any Liability of any Acquired Company which arises at any time to account for income tax or national insurance contributions in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of or in connection with, any acquisition, holding, variation or disposal of employment-related securities (as defined such liabilities. 2.2 In a case where the due date for the purposes discharge of Part 7 ITEPA) where any liability or for the acquisition payment of the security any sum referred to in clause 2.1 has been agreed or the grant of the option or other right to acquire the security occurred specified, a demand under clause 2.1 may be made on or before Closing;at any time after such due date, provided that if such due date has been accelerated or deferred, such demand may be made on or at any time after such accelerated or deferred due date. In any other case, such a demand may be made at any time and the liability or sum in question will become due for discharge or payment upon such demand being made. 2.3 If the Company fails to pay any sums referred to in clause 2.1 on the due date for the payment thereof, the Company shall pay interest to the Bank thereon calculated at the rate and in the manner agreed in the Finance Documents (dother than this Debenture) an amount equal under or pursuant to any Liability of any Acquired Companywhich, or Purchaser’s Group to account to HMRC for any amount of, or representing, United Kingdom income tax or national insurance contributions which may arise in respect of or in connection with which, such sums are payable. 2.4 In the Earn-Out Consideration absence of any such agreement, or in the case of any interest payable under any provision of this Debenture, the Company shall pay such interest from the date on which the relevant sums shall become due (or any other date specified in this Debenture) until the date of payment as set forth in the Loan Notes; andAgreement. (e) all costs and expenses properly incurred 2.5 Unless the Bank otherwise agrees in writing, each payment by Purchaser, its Affiliates or an Acquired the Company under clause 2.4 will be made in connection with a successful claim under this Exhibit B.the same currency as that in which the sum in respect of which it accrued was due.

Covenant to Pay. Each 4.1 Subject to the terms of this Deed, each of the Sellers hereby Covenantors covenants jointly and severally and pro rata (based upon such Seller’s Participation Percentage) covenants with Purchaser the Buyer to pay to Purchaser, the Buyer (whether or if so directed by Purchaser not the Company is or may be entitled to claim reimbursement of the payment from any other person) an Acquired Company on behalf of Purchaser, by way of adjustment to the consideration payable under the Agreement for the Shares):amount equal to: (a) an amount equal to any Tax Liability liability of an Acquired the Company arising which arises as a consequence of or by reference to: (i) any Transaction occurring on or before (or deemed for Tax purposes to occur on or before) the Agreement Date; (ii) any income, profits or gains which accrued, or which were earned or received, in respect ofof a period ending on or before the Agreement Date; (b) all or any part of any Accounts Repayment which is not available to the Company; (c) the amount of Tax saved by any Buyer’s Relief which is used to relieve any Tax liability in respect of which the Buyer could have made a claim under sub-clause 3.1(a) or which is used to set-off against income, profits or gains to the extent that but for such utilisation the Buyer would have been entitled to make a claim under sub-clause 3.1(a); (d) any Tax liability of the Company for which the Company would not have been accountable but for a failure on the part of any person who has at any time prior to the Agreement Date (i) controlled or been controlled by reference the Company, (ii) been controlled by the same person or persons who control the Company or (iii) otherwise been connected to or associated with the Company for Tax purposes to pay any liability to Tax; (e) all Losses and any liability to Tax arising to the Company or any Member of the Buyer Group or the ODL Group or, for which the Company or any Member of the Buyer Group or the ODL Group is liable to account, whenever such Loss or liability arises and including any liability in consequence respect of corporation tax, income tax, employer’s or employees’ national insurance contributions (whether or not the Company is liable to account for the same under the Pay as You Earn System) in respect of: (i) any incomeoption relating to, profits or gains earnedright or interest of any kind whatsoever in, accrued any shares in the Company granted, awarded or received issued at any time on or before Closing;Completion to any person (including any current or former director, officer or employee of the Company or Participator in the Company or, in each case, any person who is deemed to be such for any Tax purposes) including any such option, right or interest in respect of shares issued under the EBT Plan and/or the Contingent Premium Shares and, in each case, in respect of any option, right or interest at any time replacing or granted in exchange thereof (each a ‘Relevant Share Right’); and/or (ii) any Event facility, sum, loan or other amount made or provided or, deemed (whether for Tax purposes or otherwise) to be made or provided to any person by any member of the ODL Group and/or the EBT Trustee or by any person to any member of the ODL Group and/or the EBT Trustee, in each case for the purposes of or in connection with the EBT Plan and/or in connection with the funding of the acquisition of or any transaction in relation to any Relevant Share Right (each a ‘Relevant Sum’), in each case, including, without limitation, any Loss or Tax liability arising as a result of the waiver, release, repayment, non-payment or any default in relation to any Relevant Sum and/or arising as a result of the exercise, transfer, novation or assignment or other transaction in relation to any Relevant Share Right or any Relevant Sum. (f) any Tax liability which occurred is a liability to penalties, interest, charges, fines or default surcharges and which arises from any failure by the Sellers’ Representative or the Covenantors to discharge their obligations under clause 5 (Conduct of Claims) and/or clause 7 (Tax Returns); (g) any United Kingdom stamp duty (including any penalties or interest in respect of such stamp duty) paid by the Company after the Agreement Date in respect of any agreement, document or conveyance executed by or entered into by the Company on or before Closing the Agreement Date where the presentation of such agreement, document or conveyance for stamping is required by any Tax Authority or is deemed required in order for any Tax purposes the Company to have occurred on enforce its rights in respect of that agreement, document or before Closingconveyance; (iiih) a relationship any United Kingdom stamp duty paid by the Company in respect of the transfer of Shares to the Covenantors pursuant to the Agreement; (i) all reasonable costs and expenses properly incurred by the Buyer or the Company in enforcing its rights under this Deed. 4.2 Subject to the terms of this Deed, the Covenantors jointly and severally covenant with the Buyer to pay to the Buyer an amount equal to: (a) any Acquired Tax liability of the Company which existed at any time before Closing with any Person other than a company which is a member or the Buyer (where such Tax liability relates to an amount of Purchaser’s Group, whensoever arising;inheritance tax); or (b) any depletion in or reduction in value of the assets or increase in the liabilities of the Company or the Buyer, in each case, arising in consequence of, any charge on any of the Shares or on any of the assets of the Company relating to unpaid inheritance tax or any power to raise an amount equal to any of inheritance tax Liability which:by sale or mortgage, or terminable charge on, any of the Shares or on any of the assets of the Company (or any part of them): (i) is where such charge or power exists at Closing a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired CompanyAgreement Date; or (ii) after Closing becomes where the liability in respect of inheritance tax is payable as a charge on, or gives rise to a power to sell, mortgage or charge, any result of the shares or assets failure of any Acquired Company, being person to pay an actual Liability to amount in respect of inheritance tax; or (iii) where the liability in respect of inheritance tax arising is payable as a result of the death of any Person person within six seven (7) years after a transfer of value (or a deemed transfer of value); Provided that the transfer of value (or deemed transfer of value) if to which the liability to inheritance tax relates occurred on or prior to the Agreement Date. 4.3 In determining for the purposes of clause 3.2 above whether a charge on or power to sell, mortgage or charge any such of the shares or assets wouldof the Company exists at any time and in determining the amount of Tax liability arising, if the death had occurred immediately before Closing and the fact that any inheritance tax is not yet payable or may be paid by instalments shall be disregarded and such inheritance tax shall be treated as a result thereof had not been paid, have existed at Closing becoming due and which is discharged by enforcement of such a charge or by exercise of such a power of saleto sell, mortgage or charge; (c) an amount equal to any Liability of any Acquired Company which arises at any time to account for income tax charge arising on the date or national insurance contributions in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities event on or in respect of which it becomes payable or arises. 4.4 The provisions of section 213 Inheritance Tax Act 1984 shall not apply to any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition payments falling to be made pursuant to a Tax Claim. 4.5 Each of the security or the grant covenants contained in clauses 3.1 and 3.2 above shall be construed as separate and independent obligations and shall not be restricted by any of the option or other right to acquire covenants save that any payment by the security occurred on or before Closing; (d) an amount equal to any Liability of any Acquired Company, or Purchaser’s Group to account to HMRC for any amount of, or representing, United Kingdom income tax or national insurance contributions which may arise Covenantors in respect of or a liability under one covenant shall discharge any liability under the others to the extent of such payment and in connection with so far as it arises from the Earn-Out Consideration or the Loan Notes; and (e) all costs and expenses properly incurred by Purchaser, its Affiliates or an Acquired Company in connection with a successful claim under this Exhibit B.same subject matter.

Covenant to Pay. 2.1 Each of Seller severally (and not jointly and severally) covenants with the Sellers hereby severally and pro rata (based upon Buyer to pay to the Buyer an amount equal to such Seller’s Participation Percentage) covenants with Purchaser to pay to Purchaser, or if so directed by Purchaser to an Acquired Company on behalf of Purchaser, by way of adjustment to the consideration payable under the Agreement for the Shares):Relevant Proportion of: (a) an amount equal to any Actual Tax Liability of an Acquired Company arising in respect of, by reference to or in consequence ofarising: (i) as a consequence of, or by reference to, any incomeEvent which occurs (or is treated for Tax purposes as occurring) on or before Completion; or (ii) in respect of, profits or gains by reference to, any Income, Profits or Gains earned, accrued or received on or before Closing; (ii) any Event which occurred on or before Closing or is deemed for any Tax purposes to have occurred on or before Closing;Completion; or (iii) a relationship of any Acquired Company which existed at any time before Closing with any Person other than a company which is a member of Purchaser’s Group, whensoever arising; (b) an amount equal to any inheritance tax Liability which: (i) is at Closing a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company; or (ii) after Closing becomes a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company, being an actual Liability to inheritance tax arising as a result of the death of any Person within six years after a transfer of value (of, or a deemed transfer of value) if a charge on or power to sell, mortgage or charge any such shares or assets would, if the death had occurred immediately before Closing and the inheritance tax payable as a result thereof had not been paid, have existed at Closing and which is discharged by enforcement of such a charge or by exercise of such a power of sale, mortgage or charge; (c) an amount equal to any Liability of any Acquired Company which arises at any time to account for income tax or national insurance contributions in respect of of, the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities securities, or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition of the security or the grant of the option option, or other right to acquire the security occurred on or before ClosingCompletion; (db) an amount equal any Deemed Tax Liability; (c) all reasonable costs and expenses reasonably and properly incurred by the Buyer or any Group Company in relation to a successful claim made under paragraphs 2.1(a) or 2.1(b) above and the subject matter of such claim (save to the extent that such costs and expenses have been or are required to be reimbursed pursuant to any other provision of this Agreement). 2.2 For the purposes of this Schedule, the amount of a Deemed Tax Liability of any Acquired CompanyGroup Company is the amount of Tax which would have been payable by any Group Company but for the use or set off of the relevant Buyer’s Relief. 2.3 For the avoidance of doubt, or Purchaser’s Group paragraph 2.1(a) shall not apply to account to HMRC for any amount Tax Liability arising in respect of, or representing, United Kingdom income tax or national insurance contributions which may arise in respect of by reference to or in connection with consequence of any Income, Profits or Gains earned, accrued or (save in the Earn-Out Consideration case of Income earned or the Loan Notes; and (eaccrued before Completion) all costs and expenses properly incurred by Purchaser, its Affiliates or an Acquired Company in connection with a successful claim under this Exhibit B.received after Completion.

Covenant to Pay. Each of 2.1 Save as hereinafter provided, the Sellers hereby severally and pro rata (based upon such Seller’s Participation Percentage) covenants covenant with the Purchaser to pay to Purchaser, or if so directed by Purchaser to an Acquired Company on behalf of Purchaser, by way of adjustment in the Relevant Proportions to the consideration payable under the Agreement for the Shares):Purchaser an amount equivalent to: (ai) an amount equal to any Actual Tax Liability of an Acquired the Company arising in respect of, of or as a consequence of or by reference to or in consequence ofto: (i1) any income, profits or gains earned, accrued or received on or before ClosingCompletion; (2) any Event or Events which occurred on or before Completion; (3) the grant, exercise, release, vesting, variation or cancellation at any time of a right acquired before Completion to acquire securities or an interest in securities; or (4) a liability to operate PAYE or to deduct or account for national insurance contributions as a result of or in connection with the issue or transfer of securities or an interest in securities on or before Completion; (ii) any Event which occurred on or before Closing or is deemed for any Deemed Tax purposes to have occurred on or before ClosingLiability; (iii) a relationship of any Acquired Company which existed at any time before Closing with any Person other than a company which is a member of Purchaser’s Group, whensoever arising; (b) an amount equal to any inheritance tax Liability which: (i1) is at Closing Completion a charge on, on any of the shares or assets of the Company or gives rise to a power to sell, mortgage or charge, charge any of the shares or assets of any Acquired the Company; or (ii2) after Closing Completion becomes a charge on, on or gives rise to a power to sell, mortgage or charge, charge any of the shares or assets of any Acquired the Company, being an actual Liability to a liability in respect of additional inheritance tax arising payable on the death of any person within seven years of a transfer of value occurring before Completion; or (3) arises to the Company as a result of a transfer of value occurring or being deemed to occur on or before Completion (whether or not in connection with the death of any Person within six years after a transfer person whenever occurring) which decreased the value of value assets of the Company or any predecessor in title to such assets or to the shares in the Company, (or a deemed transfer 4) and in determining for the purposes of valuethis paragraph 2.1(iii) if whether a charge on or power to sell, mortgage or charge any such of the shares or assets wouldof the Company exists at any time, if the death had occurred immediately before Closing and fact that the inheritance tax payable is not yet payable, or may be paid by instalments, shall be disregarded, and such tax shall be treated as a result thereof had not been paidbecoming due, have existed at Closing and which is discharged by enforcement of such a charge or by exercise of such a power of saleto sell, mortgage or chargecharge as arising, on the date of the transfer of value or other date or Event on or in respect of which it becomes payable or arises, and the provisions of section 213 of the Inheritance Tax Act 1984 shall not apply thereto; (civ) an amount equal any liability of the Company to pay for Group Relief or to repay, in whole or in part, any payment previously made by the Company for Group Relief (other than to a member of the Purchaser's Tax Group) pursuant to any Liability arrangement or agreement entered into prior to Completion; (v) the loss in whole or in part of the right to receive any Acquired payment for Group Relief (other than from a member of the Purchaser's Tax Group) to the extent that such right to payment is provided for as an asset in the Completion Accounts; (vi) any liability of the Company which arises at to pay stamp duty land tax and any time to account for income tax or national insurance contributions related interest and/or penalties arising in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition of the security or the grant of the option or other right to acquire lease of the security occurred on or before ClosingStockton Property; (dvii) an amount equal any liability of the Company to pay any Liability interest, penalties and/or surcharges arising from the late filing of any Acquired Company, or Purchaser’s Group to account to HMRC the VAT return for any amount of, or representing, United Kingdom income tax or national insurance contributions which may arise in respect of or in connection with the Earn-Out Consideration or the Loan NotesVAT period ended 31 December 2013; and (eviii) all costs and expenses properly incurred by Purchaser, its Affiliates or an Acquired any Tax Liability of the Company relating to the erroneous payment of Tax on behalf of Enable Media Limited in connection with a successful claim under this Exhibit B.respect of the tax year 2012/13.

Covenant to Pay. Each of the 1.1 The Sellers hereby severally covenant with the Purchaser (for itself and pro rata (based upon such Seller’s Participation Percentageas trustee for its successors in title) covenants with Purchaser to pay to Purchaser, or if so directed by the Purchaser to an Acquired Company on behalf of Purchaser, by way of adjustment to the consideration payable under the Agreement for the Shares):amount equivalent to: (a) an amount equal to any Tax Liability of an Acquired Company actual tax liability arising in respect of, of or by reference to or in consequence ofto: (i) any income, profits or gains earned, accrued or received on or before Closing;; or (ii) any Event event which occurred on occurs or before Closing or is deemed for any Tax purposes to have occurred on or before Closing; (iiib) a relationship any deemed tax liability; (c) any tax or any amount on account of tax which any Acquired Company which existed at Target Entity, or any time before Closing with any Person other than a company which is a member of the Purchaser’s Group, whensoever arisingis required to pay as a result of a failure by any of the Sellers or any person connected or associated in any way with any Seller (other than the Target Entities) to discharge any tax which is properly assessed on them; (d) any irrecoverable VAT (and any related penalties and interest) in respect of supplies made on or before Closing to any of the Target Entities in the event that it is concluded that the reverse charge should have been applied to such supplies; (e) any United Kingdom income tax and/or national insurance contributions (and any related penalties and interest) for which any Target Entity or any other member of the Purchaser’s Group is required to account to HM Revenue & Customs, arising in respect of the provision of the services before Closing of any past or present members of the Lexicon LLP other than the Sellers to any Target Entity (by virtue of such arrangements giving rise to an actual employment relationship with a Target Entity, as a result of the application of the IR35 rules or otherwise); (f) any United Kingdom income tax and/or national insurance contributions (and any related penalties and interest) for which any Target Entity or any other member of the Purchaser’s Group is required to account to HM Revenue & Customs, arising in respect of any profit allocations to Junior Members in respect of profits earned, accrued or received by the Lexicon LLP on or before the Locked Box Date, whether paid or payable before, on or after Closing; and (g) 25% of any United Kingdom income tax and/or national insurance contributions (and 25% of any related penalties and interest) for which any Target Entity or any other member of the Purchaser’s Group is required to account to HM Revenue & Customs, which arise in respect of any Retention Awards payable (whether in cash, securities, contractual entitlements to securities or otherwise) to Junior Members, in each case, to the maximum extent permissible by law. 1.2 Each Seller hereby covenants individually (notwithstanding the references to percentage amounts in clause 6.6(d) to pay to the Purchaser an amount equal to all United Kingdom income tax and national insurance contributions (and any related penalties and interest) for which any Target Entity or any other member of the Purchaser’s Group is required to account to HM Revenue & Customs which arises in respect of: (a) the sale of Units by that Seller or the procurement of the repayment of Loan Notes to that Seller under this Deed; (b) an amount equal the acquisition by that Seller of any Shares or Deferred Cash Consideration (or any present or future entitlement to such Shares or Deferred Cash Consideration contemplated by this Deed) and/or any subsequent disposal of such Shares or Deferred Cash Consideration; (c) without limitation to the generality of (a) above, the entering into of any relevant election(s) under Part 7 of ITEPA 2003 by that Seller in relation to such Shares or Deferred Cash Consideration; (d) without limitation to the generality of (a) above, the occurrence of any other event or circumstance giving rise to tax in respect of such Shares or Deferred Cash Consideration under section 426 ITEPA; (e) a failure by that Seller to make any payment required pursuant to the covenants in (a) to (d) above within any period specified for tax purposes (whether under section 222(1)(c) of ITEPA or otherwise) save to the extent that such failure is attributable to the Purchaser failing to notify the Sellers’ Representative within a reasonable period of any payment made in respect of PAYE or national insurance contributions; (f) the provision of the Sellers’ services to any inheritance tax Liability which: Target Entity before Closing (i) is at Closing a charge on, or gives by virtue of such arrangements giving rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company; or (ii) after Closing becomes a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of any Acquired Company, being an actual Liability to inheritance tax arising employment relationship with a Target Entity, as a result of the death of any Person within six 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 would, if the death had occurred immediately before Closing and the inheritance tax payable as a result thereof had not been paid, have existed at Closing and which is discharged by enforcement of such a charge or by exercise of such a power of sale, mortgage or charge; (c) an amount equal to any Liability of any Acquired Company which arises at any time to account for income tax or national insurance contributions in respect application of the grantIR35 rules or otherwise), exercisein each case, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition of the security or the grant of the option or other right to acquire the security occurred on or before Closing; (d) an amount equal to any Liability of any Acquired Company, or Purchaser’s Group to account to HMRC for any amount of, or representing, United Kingdom income tax or national insurance contributions which may arise in respect of or in connection with the Earn-Out Consideration or the Loan Notes; and (e) all costs and expenses properly incurred maximum extent permissible by Purchaser, its Affiliates or an Acquired Company in connection with a successful claim under this Exhibit B.law.

Covenant to Pay. Each of 2.1 Subject to schedule 6, the Sellers hereby severally and pro rata (based upon such Seller’s Participation Percentage) covenants with Purchaser to pay to PurchaserWarrantors shall pay, or if so as directed by Purchaser to an Acquired Company on behalf of Purchaserthe Buyer, by way of adjustment to the consideration payable under the Agreement for the Shares):Buyer or to Paragon an amount equal to: (a) an amount equal to any Tax Liability of an Acquired Company arising Taxation for which Paragon is or may become liable in respect of, of or arising from any Event occurring on or before Completion or by reference to or in consequence of: (i) any income, profits or gains earned, accrued or received on or before Closing; (ii) any Event which occurred on or before Closing or is deemed for any Tax purposes to have occurred on or before Closing; (iii) a relationship of any Acquired Company which existed at any time before Closing with any Person other than a company which is a member of Purchaser’s Group, whensoever arisingCompletion; (b) an amount equal to any inheritance tax Liability for which Paragon is or may become liable which: (i) is at Closing Completion a charge on, on any of the shares or assets of Paragon or gives rise to a power to sell, mortgage or charge, charge any of the shares or assets of any Acquired CompanyParagon; or (ii) after Closing Completion becomes a charge on, on or gives rise to a power to sell, mortgage or charge, charge any of the shares or assets of any Acquired CompanyParagon, being an actual Liability to a liability in respect of inheritance tax arising payable as a result of the death of any Person person within six 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 existed at Completion or would, if the death had occurred immediately before Closing Completion and the inheritance tax payable as a result thereof had not been paid, have existed at Closing and which is discharged Completion; or (iii) arises as a result of a transfer of value by enforcement or to Paragon occurring on or before Completion (whether or not in conjunction with the death of such a charge or by exercise of such a power of sale, mortgage or chargeany person whenever occurring); (c) an amount equal without prejudice to the generality of paragraph 2.1(a), any Liability liability of Paragon under s.767A Taxes Act or any Acquired legislation introduced after the date of this Agreement extending such provisions as announced in the Press Release Inland Revenue 7 of 2 July 1997 paragraphs 15-25 Company which arises Purchase Schemes: Collection of Outstanding Tax (together with any related liability for interest) as being a person to whom sub-section (2) of that section applies by virtue of circumstances existing at any time to account for income tax or national insurance contributions in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition of the security or the grant of the option or other right to acquire the security occurred on or before ClosingCompletion; (d) an amount equal to any Liability all costs and expenses incurred or payable by the Buyer and/or Paragon in connection with or in consequence of any Acquired Companymatter for which a Claim is made by the Buyer under this schedule, including the costs and expenses of taking or Purchaser’s Group to account to HMRC defending any action under this schedule; (e) any Taxation for any amount of, which Paragon is or representing, United Kingdom income tax or national insurance contributions which may arise become liable in respect of or arising from the sale of the Paragon Assets (as defined in connection with the Earn-Out Consideration or the Loan Notes; andMaster Agreement); (ef) all any Taxation or other costs and expenses properly incurred for which Paragon may become liable as a result of adjustments to any accounts of Paragon after the Completion Date made in order to comply with the law, Statements of Standard Accounting Practice, statements of the Urgent Issues Task Force and other generally accepted accounting princples then in force. 2.2 In determining for the purposes of this schedule whether a charge on or power to sell, mortgage or charge any of the shares or assets of Paragon exists at any time, the fact that any inheritance tax is not yet payable or may be paid by Purchaserinstalments shall be disregarded, its Affiliates and that inheritance tax shall be treated as becoming due and a charge or an Acquired Company power to sell, mortgage or charge as arising on the date of the transfer of value or other date or event on or in connection with a successful claim respect of which it becomes payable or arises. 2.3 The provisions of s.213 Inheritance Tax Act 1984 shall not apply to any payments falling to be made under this Exhibit B.schedule.

Covenant to Pay. Each of the The Sellers hereby jointly and severally covenant with the Buyer (for itself and pro rata (based upon such Seller’s Participation Percentageas trustee for its successors in title) covenants with Purchaser to pay to Purchaser, or if so directed by Purchaser to an Acquired Company on behalf of Purchaser, by way of adjustment to the consideration payable under the Agreement for the Shares): (a) Buyer an amount equal to equivalent to: 2.1 any Tax Liability of an Acquired Company tax liability arising in respect of, by reference to or in consequence of: (ia) any income, profits or gains earned, accrued or received on or before ClosingCompletion; (iib) any Event event which occurs or occurred on or before Closing Completion; and c) any failure to discharge or is deemed for default in discharging any Tax purposes of the Sellers’ obligations under this schedule, including any failure to have occurred on or before Closingmeet any relevant time limit; (iii) a relationship 2.2 any tax liability arising in respect of any Acquired Company which existed at any time before Closing with any Person other than a company which is a member of Purchaser’s Group, whensoever arising; (b) an amount equal to any inheritance tax Liability which: (ia) is at Closing Completion a charge on, on any of the shares or assets of the Company or gives rise to a power to sell, mortgage or charge, charge any of the shares or assets of any Acquired the Company; or (iib) after Closing Completion becomes a charge on, on or gives rise to a power to sell, mortgage or charge, charge any of the shares or assets of any Acquired the Company, being an actual Liability to a liability in respect of additional inheritance tax arising as a result of payable on the death of any Person person within six 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 existed at Completion or would, if the death had occurred immediately before Closing Completion and the inheritance tax payable as a result thereof of such death had not been paid, have existed at Closing and which is discharged by enforcement of such a charge or by exercise of such a power of sale, mortgage or charge;Completion; or (c) an amount equal to any Liability arises as a result of any Acquired Company which arises at any time to account for income tax or national insurance contributions in respect a transfer of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 ITEPA) where the acquisition of the security or the grant of the option or other right to acquire the security occurred value occurring on or before ClosingCompletion (whether or not in conjunction with the death of any person whenever occurring) which increased or decreased the value of the estate of any participator in the Company; (d) an amount equal to 2.3 any Liability of any Acquired Company, Costs reasonably and properly suffered or Purchaser’s Group to account to HMRC for any amount incurred by the Company as a result of, or representingin connection with, United Kingdom income tax or national insurance contributions which may arise any claim being made against the Company in respect of or relating to tax under the terms of any agreement for the sale and purchase of shares or a business or part of a business entered into by the Company prior to Completion; or 2.4 any tax liability which is a liability to account for amounts in connection with respect of income tax or National Insurance Contributions as a consequence of the Earn-Out Consideration or any part thereof paid to the Loan Notes; and (e) all costs and expenses properly incurred by Purchaser, its Affiliates or an Acquired Company in connection with a successful claim under Sellers pursuant to this Exhibit B.Agreement being treated as remuneration.