HAVE ARISEN BUT
FOR ANY FAILURE OR UNREASONABLE DELAY BY THE PURCHASER OR THE RELEVANT GROUP
COMPANY IN PAYING OVER TO ANY TAX AUTHORITY ANY PAYMENT PREVIOUSLY MADE BY THE
COVENANTOR UNDER THIS SCHEDULE OR UNDER THE TAX WARRANTIES OR OTHERWISE UNDER
THE AGREEMENT;
7.1.10
TO THE EXTENT THAT SUCH LIABILITY FOR TAX ARISES BY VIRTUE OF THE
AVERAGE RATE OF CORPORATION TAX OF THE RELEVANT GROUP COMPANY INCREASING AS A
RESULT OF BECOMING A MEMBER OF THE PURCHASER'S GROUP;
7.1.11
TO THE EXTENT THAT SUCH LIABILITY FOR TAX ARISES AS A RESULT OF OR
IN CONNECTION WITH ANY EVENT WHICH OCCURS PRIOR TO COMPLETION WHICH TAKES PLACE
AT THE WRITTEN REQUEST OF OR WITH THE WRITTEN APPROVAL OF THE PURCHASER;
7.1.12
TO THE EXTENT THAT A RELIEF, OTHER THAN A PURCHASER'S RELIEF OR AN
ACCOUNTS RELIEF IS AVAILABLE TO REDUCE THE LIABILITY FOR TAX IN QUESTION;
7.1.13
TO THE EXTENT THAT SUCH LIABILITY FOR TAX ARISES AS A RESULT OF THE
FAILURE BY THE PURCHASER OR A GROUP COMPANY TO COMPLY WITH ITS OBLIGATIONS UNDER
PARAGRAPH 3 OF THIS SCHEDULE.
7.2
THE PROVISIONS OF SCHEDULE 5 TO THE AGREEMENT SHALL APPLY, TO THE
EXTENT SPECIFIED THEREIN TO LIMIT THE LIABILITY OF THE COVENANTOR UNDER THIS
SCHEDULE.
7.3
THE EXCLUSIONS AND LIMITATIONS SET OUT IN THIS PARAGRAPH 7 SHALL
NOT APPLY IN RELATION TO TAX CLAIMS WHICH ARISE, ARE INCREASED OR DELAYED AS A
RESULT OF FRAUD OR WILFUL NON-DISCLOSURE BY THE COVENANTOR.
8
RECOVERY FROM OTHER PERSONS
8.1
IF AFTER THE COVENANTOR HAS SATISFIED AND PAID IN FULL ANY
LIABILITY FOR TAX OF THE COVENANTOR UNDER CLAUSE 2 AND THE PURCHASER IS ENTITLED
TO RECOVER FROM SOME OTHER PERSON (OTHER THAN A GROUP COMPANY) ANY SUM IN
RESPECT OF SUCH LIABILITY FOR TAX THE PURCHASER SHALL SUBJECT TO IT
8
BEING INDEMNIFIED AND SECURED (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) TO ITS REASONABLE SATISFACTION AGAINST ANY REASONABLE LOSSES
COSTS OR EXPENSES WHICH IT MAY INCUR;
8.2
PROCURE THAT THE COVENANTOR IS PROMPTLY NOTIFIED OF SUCH
ENTITLEMENT;
8.3
TAKE SUCH REASONABLE ACTION AS THE COVENANTOR MAY REASONABLY AND
PROMPTLY BY WRITTEN NOTICE REQUEST TO ENFORCE SUCH RECOVERY; AND
8.4
ACCOUNT TO THE COVENANTOR AS SOON AS REASONABLY PRACTICABLE FOR
ANY SUM SO RECOVERED LESS REASONABLE COSTS AND EXPENSES AS WELL AS ANY TAX
CHARGEABLE ON THE PURCHASER OR ANY GROUP COMPANY IN RESPECT OF THE SUM SO
RECOVERED PROVIDED THAT THE AMOUNT SO REPAID SHALL NOT EXCEED THE AMOUNT PAID BY
THE COVENANTOR HEREUNDER IN RESPECT OF THAT LIABILITY FOR TAX.
9
OVERPROVISIONS AND CORRESPONDING SAVINGS
9.1
IF THE AUDITORS FOR THE TIME BEING OF THE COMPANY SHALL GIVE A
WRITTEN OPINION (AT THE REQUEST AND EXPENSE OF THE COVENANTOR) THAT ANY
PROVISION FOR TAX CONTAINED IN THE ACCOUNTS HAS PROVED TO BE AN OVERPROVISION
(THE "OVERPROVISION") OR THAT