THE PURCHASER ASSUMING THAT
THE PURCHASER HAD SUFFICIENT TAXABLE PROFITS TO USE ALL RELIEFS AVAILABLE TO IT
IN THE ACCOUNTING PERIOD IN WHICH IT RECEIVES A SUM UNDER THIS SCHEDULE THEN THE
COVENANTOR SHALL PAY TO THE PURCHASER (AS OFTEN AS SHALL BE NECESSARY) SUCH
ADDITIONAL SUM OR SUMS AS WILL AFTER SUCH TAX (AND ANY TAX ON SUCH ADDITIONAL
SUM OR SUMS) LEAVE THE PURCHASER WITH SUCH AMOUNT AS THE PURCHASER WOULD HAVE
BEEN LEFT WITH HAD THE FIRST SUM NOT BEEN SUBJECT TO TAX IN THE HANDS OF THE
PURCHASER.
6
PURCHASER'S COVENANT
6.1
SUBJECT TO PARAGRAPH 6.2, THE PURCHASER COVENANTS WITH THE
COVENANTOR TO PAY TO THE COVENANTOR WITHIN 5 BUSINESS DAYS OF WRITTEN DEMAND
THEREFORE AN AMOUNT EQUAL TO:-
6.1.1
ANY TAXATION WHICH IS ASSESSED ON THE COVENANTOR PURSUANT TO EITHER
SECTION 767A OR SECTION 767AA TA, OR PARAGRAPH 8(2) OF SCHEDULE 34, FINANCE ACT
2002 BY REASON OF TAXATION ASSESSED ON OR PRIMARILY OR DIRECTLY ATTRIBUTABLE TO
THE PURCHASER OR ANY GROUP COMPANY WHICH THE PURCHASER OR THE RELEVANT GROUP
COMPANY FAILS TO DISCHARGE AFTER COMPLETION;
6.1.2
TOGETHER WITH ANY RELATED INTEREST AND PENALTIES, AND ANY
REASONABLE COSTS AND EXPENSES REASONABLY AND PROPERLY INCURRED BY THE COVENANTOR
IN CONNECTION WITH TAKING ANY ACTION UNDER THIS PARAGRAPH 6.
6.2
THE PURCHASER SHALL NOT BE REQUIRED TO MAKE ANY PAYMENT PURSUANT
TO PARAGRAPH 6.1:
6.2.1
UNLESS THE COVENANTOR SHALL ENTER INTO A BINDING IRREVOCABLE
UNDERTAKING NOT TO SEEK TO RECOVER ANY AMOUNT FROM THE RELEVANT GROUP COMPANY IN
RESPECT OF THE LIABILITY FOR TAX IN QUESTION PURSUANT TO SECTION 767B TA; OR
6.2.2
TO THE EXTENT THAT THE PURCHASER IS ENTITLED TO MAKE A CLAIM IN
RESPECT OF SUCH TAX UNDER THIS AGREEMENT.
6
6.3
THE PURCHASER SHALL PRESERVE, OR SHALL PROCURE THE PRESERVATION OF
ALL DOCUMENTS, RECORDS, CORRESPONDENCE, ACCOUNTS AND OTHER INFORMATION
WHATSOEVER WHICH IS IN ITS POSSESSION, IN RESPECT OF OR RELEVANT TO THE TAXATION
AFFAIRS OF ANY GROUP COMPANY UNTIL SUCH TIME AS THE PARTIES HERETO SHALL CEASE
TO HAVE ANY LIABILITY OR CONTINGENT LIABILITY HEREUNDER.
7
EXCLUSIONS
7.1
THE COVENANTS GIVEN BY CLAUSE 2.1.1, 2.1.2, 2.1.3 AND 2.1.6 OF
THIS SCHEDULE SHALL NOT COVER ANY LIABILITY FOR TAX OF A GROUP COMPANY:
7.1.1
TO THE EXTENT THAT PROVISION OR RESERVE IN RESPECT OF SUCH
LIABILITY FOR TAX WAS MADE IN THE ACCOUNTS;
7.1.2
TO THE EXTENT THAT SUCH LIABILITY FOR TAX ARISES OR IS INCREASED AS
A RESULT OF:
A)
ANY INCREASE IN RATES OF TAXATION;
B)
ANY CHANGE IN OR INTRODUCTION OF LAW OR CHANGE IN THE
INTERPRETATION OR APPLICATION OF LAW BY A COURT OR TAX AUTHORITY OR ANY CHANGE
OR WITHDRAWAL BY A TAX AUTHORITY OF ANY PUBLISHED PRACTICE OR CONCESSION; OR
C)
ANY CHANGE IN THE BASES UPON WHICH THE ACCOUNTS OF THE COMPANY
ARE PREPARED OR ANY CHANGE IN ACCOUNTING CASES, PRACTICE OR PRINCIPLES
(INCLUDING, WITHOUT LIMITATION, THE DATE TO WHICH THE COMPANY PREPARES ITS
ACCOUNTS, THE TREATMENT OF TIMING DIFFERENCES, THE CASES ON WHICH THE COMPANY