PURCHASER FOR THE SHARES.
3
3
DISPUTES AND CONDUCT OF CLAIMS
3.1
IF THE PURCHASER OR A GROUP COMPANY RECEIVES A CLAIM FOR TAX WHICH
APPEARS TO ANY OF THEM TO BE RELEVANT FOR THE PURPOSES OF THIS SCHEDULE OR IN
RELATION TO THE UTILISED TAX LOSSES, THE PURCHASER OR THE GROUP COMPANY SHALL AS
SOON AS REASONABLY PRACTICABLE (AND IN ANY EVENT IN THE CASE OF THE RECEIPT OF A
CLAIM FOR TAX CONSISTING OF ANY ASSESSMENT OR DEMAND FOR TAX OR FOR WHICH THE
TIME FOR RESPONSE OR APPEAL IS LIMITED NOT LESS THAN 10 BUSINESS DAYS PRIOR TO
THE DAY ON WHICH THE TIME FOR RESPONSE OR APPEAL EXPIRES) GIVE WRITTEN NOTICE
THEREOF TO THE COVENANTOR SETTING OUT REASONABLE DETAILS OF THE CLAIM FOR TAX OR
CLAIM IN RELATION TO THE UTILISED TAX LOSSES PROVIDED THAT THE GIVING OF SUCH
NOTICE SHALL NOT BE A CONDITION PRECEDENT TO THE LIABILITY OF THE COVENANTOR
UNDER THIS SCHEDULE.
3.2
IF THE COVENANTOR SHALL INDEMNIFY AND SECURE (PROVIDED THAT
SECURITY WILL ONLY BE REQUIRED IN THE EVENT THAT ANY OUTSTANDING LIABILITIES OF
THE TYPE CONTEMPLATED BY THIS CLAUSE INCURRED BY ANY GROUP COMPANY AND/OR THE
PURCHASER (AS THE CASE MAY BE) EXCEEDS £20,000) THE GROUP COMPANY AND/OR (AS THE
CASE SHALL REQUIRE) THE PURCHASER TO THE PURCHASER'S REASONABLE SATISFACTION
AGAINST ALL LIABILITIES, COSTS, DAMAGES, TAX, ADDITIONAL TAX OR EXPENSES WHICH
MAY BE INCURRED THEREBY WITHIN 15 BUSINESS DAYS OF THE DATE OF THE NOTICE TO THE
COVENANTOR SPECIFIED IN PARAGRAPH 3.1 ABOVE, THE PURCHASER SHALL AND SHALL
PROCURE THAT THE RELEVANT GROUP COMPANY SHALL (EXCEPT WHERE FRAUDULENT,
NEGLIGENT OR CRIMINAL CONDUCT IS ALLEGED) TAKE SUCH LAWFUL ACTION AS THE
COVENANTOR MAY REASONABLY REQUEST BY NOTICE IN WRITING GIVEN TO THE PURCHASER TO
AVOID, DISPUTE, DEFEND, RESIST, APPEAL OR COMPROMISE ANY CLAIM FOR TAX OR CLAIM
IN RELATION TO THE UTILISED TAX LOSSES (SUCH A CLAIM FOR TAX OR CLAIM IN
RELATION TO THE UTILISED TAX LOSSES WHERE ACTION IS SO REQUESTED BEING
HEREINAFTER REFERRED TO AS A "DISPUTE") PROVIDED THAT:
3.2.1
NEITHER THE GROUP COMPANY NOR THE PURCHASER SHALL BE OBLIGED TO
APPEAL OR PROCURE AN APPEAL AGAINST ANY CLAIM FOR TAX OR CLAIM IN RELATION TO
THE UTILISED TAX LOSSES RAISED ON EITHER OF THEM IF, THE COVENANTOR HAVING BEEN
GIVEN WRITTEN NOTICE OF THE RECEIPT OF SUCH ASSESSMENT, THE GROUP COMPANY AND
THE PURCHASER HAVE NOT WITHIN 20 BUSINESS DAYS OF THE DATE OF THE NOTICE
RECEIVED INSTRUCTIONS IN WRITING FROM THE COVENANTOR TO DO SO OR THE COVENANTOR
FAILED TO INDEMNIFY OR (IF APPLICABLE) SECURE THE GROUP COMPANY AND/OR THE
PURCHASER (AS APPROPRIATE);
3.2.2
WHERE THE LIABILITY FOR TAX THE SUBJECT OF THE DISPUTE IS REQUIRED
TO BE PAID AS A PRECONDITION TO AN APPEAL OR BEFORE ANY OTHER ACTION REQUESTED
BY THE COVENANTOR MAY BE TAKEN, THE GROUP COMPANY SHALL NOT BE OBLIGED TO TAKE
ANY SUCH ACTION UNTIL THE COVENANTOR SHALL HAVE PAID TO THE PURCHASER OR THE
GROUP COMPANY AN AMOUNT EQUAL TO