1.4 References to schedules, clauses and sub-clauses are to schedules, clauses and sub- clauses of this Deed unless the context otherwise requires.
2
COVENANTS
The Covenantors hereby covenant with the Buyer that, subject to the provisions of this Tax Covenant, the Covenantors shall pay to the Buyer, to the extent possible, but not so as to limit the amount payable where not wholly possible, by way of repayment of the Purchase Price for the Sale Shares, an amount equal to:
2.1
any Tax Cost; and
2.2 any Tax liability of the Company arising after Completion solely as a result of the relationship for Tax purposes of the Company with any person before Completion; and
2.3 any Tax Cost which arises as a result of the grant, vesting, exercise, exchange, release or cancellation of any share options or any awards of shares or interests over shares, where such share options or awards were granted to any employee of the Company at any time on or before Completion; and
2.4
any IHT Liability; and
2.5 any fine, penalty, surcharge or interest in respect of the Tax Cost or Tax liability arising in the period after Completion; and
2.6 any reasonable third party costs and expenses which are properly incurred by the Buyer or the Company in connection with any Tax Cost or Tax liability under this clause 2 or in successfully taking or defending any action under the covenants contained in this Deed (including, but not limited to, all reasonable legal and other professional fees and disbursements which have been properly incurred).
3
EXCLUSIONS
3.1 The Covenantors shall not be liable for any Tax Cost to the extent that such Tax Cost arises or is increased:
3.1.1 by reason of any increase in rates of Tax announced after Completion;
3.1.2 by any change made or announced in legislation, including the enactment after Completion of any legislation relating to Tax and the imposition after Completion of any new Tax;
3.1.3 by any change in the published practice or procedure of the relevant Tax Authority taking effect after Completion;
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