Deed of Tax Covenant definition

Deed of Tax Covenant means a deed of covenant in the Agreed Form to be executed by the Vendors and delivered on Completion in accordance with Clause S.2.3;

Deed of Tax Covenant means the deed of that name in the Agreed Terms to be entered into between the Warrantors, the Purchaser and the Guarantor at Completion;

Deed of Tax Covenant the deed of tax covenant to be entered into by the Vendor and the Purchasers at Completion;

Examples of Deed of Tax Covenant in a sentence

• The sale and purchase agreement contains warranties and indemnities, and the Deed of Tax Covenant contains provisions, which are considered normal for a transaction of this nature.

• Claims under tax warranties or under the Deed of Tax Covenant can be made until seven years from the date of completion, and claims under environmental warranties can be made until three years from the date of completion.

• The liability of the Sellers under the Warranties or any other provision of this Agreement or the Deed of Tax Covenant shall (except in the case of fraud) be limited as set out in Schedule 7 (Limitation on claims) and the Deed of Tax of Tax Covenant.

• Each provision of this Agreement shall continue in full force and effect after Completion, except to the extent that any provision has been fully performed on or before Completion and Completion shall not constitute a waiver of the parties' rights in relation to this Agreement or the Deed of Tax Covenant.

• In connection with the Reorganization, it is proposed that the Trustee, on behalf of Champion REIT, and each relevant Holding Company and its subsidiaries will, in line with customary market practice for arm’s-length transactions of this nature, enter into a separate Deed of Tax Covenant with the relevant Vendor Company and the relevant guarantor(s).

More Definitions of Deed of Tax Covenant

Deed of Tax Covenant means the deed of that name in the Agreed Terms between ICI and the Purchaser and listed in Part 1 (Agreements and deeds) of Schedule 16 (The Transaction Documents). After the First Completion Date and where appropriate, reference to the Deed of Tax Covenant shall mean the Deed of Tax Covenant as executed by the parties to it;

Deed of Tax Covenant means the deed of that name in the Agreed Terms between Ergon and the Purchaser and listed in Part 1 (The Transaction Documents) of Schedule 16 (The Documents in the Agreed Terms). After the Completion Date and where appropriate, reference to the Deed of Tax Covenant shall mean the Deed of Tax Covenant as executed by the parties to it; Back to Contents

Deed of Tax Covenant means the deed of that name in the Agreed Terms to be entered into between the Seller and the Buyer at Completion; "Directors" means the directors of each of the members of the CCPH Group named in Schedule 1 (Details of the CCPH Group); "Disclosed" has the meaning given in Clause 6.1(b) (Seller's Warranties); "Disclosure Documents" means the documents listed in the schedule of documents forming part of the Disclosure Letter or the Supplementary Disclosure Letter (as the case may be), provided that 6 where disclosure is made against any such Disclosure Documents, the relevant documents are specifically referenced in the Disclosure Letter or the Supplementary Disclosure Letter (as the case may be); "Disclosure Letter" means the disclosure letter having the same date as this Agreement from the Seller to the Buyer together with the Disclosure Documents; "Domain Name Transfer Agreement" means the agreement dated 8 October 2012 relating to the transfer of certain domain names to the CCPH Group; "Draft Completion Balance Sheet Notice" has the meaning given in Paragraph 4.3 of Schedule 8 (Purchase price adjustments); "Draft Completion Balance Sheet" has the meaning given in Paragraph 4.1(a) of Schedule 8 (Purchase price adjustments); "Draft Post-Completion Balance Sheet" has the meaning given in Paragraph 5.1(a) of Schedule 8 (Purchase price adjustments); "Draft Post-Completion Notice" has the meaning given in Paragraph 5.2 of Schedule 8 (Purchase price adjustments); "Encumbrance" means any mortgage, charge, pledge, hypothecation, lien, option, restriction, right of first refusal, right of pre-emption, claim, right, interest or preference granted to any third party, assignment by way of security, title retention, counterclaim or any other security right or restriction and any agreement or commitment to give or create any of the foregoing; "Environment" includes whether alone or in combination: (a) ecological systems and living organisms (including humans);

Deed of Tax Covenant means the deed of Tax Covenant in the Agreed Form to be entered into on the Main Closing Date among the Sellers and the Purchaser;

Deed of Tax Covenant means that certain Deed of Tax Covenant substantially in the form of Exhibit A hereto, dated as of the Closing Date, between Buyer and Seller, as the same may be amended, supplemented or otherwise modified from time to time.

Deed of Tax Covenant or "TAX COVENANT" shall mean the deed to be entered into at Closing in the form of Exhibit "D".

Deed of Tax Covenant the deed in the agreed terms containing certain taxation covenants and indemnities between the Vendors, the Company, each of the Subsidiaries and the Purchaser;