3.1.11 either from the cessation of a trade of the Company or a major change in the nature or conduct of a trade carried on by the Company, or by any trade becoming small or negligible, in each case occurring after Completion.
3.2 The Covenantors shall not be liable for any Tax Cost to the extent that such Tax Cost:
3.2.1 is a fine, penalty, surcharge or interest arising by reason of any failure or delay on the part of the Company or the Buyer after Completion in paying to the relevant Tax Authority any payment made hereunder by the Covenantors, or in keeping, preserving, maintaining or submitting any records, returns, or computations after Completion;
3.2.2 has already been successfully claimed under any other provisions of this Deed or the Agreement, including the Tax Warranties;
3.2.3 has been recovered by any member of the Buyer’s Group from any third party.
3.3 The Covenantors shall have no liability in respect of any claim under this Deed unless notice of such claim shall have been served upon the Covenantors by the Buyer by no later than: the twenty second anniversary of Completion if the claim in question has arisen by reason of fraud on the part of the Covenantors, or prior to the Completion Date, on the part of the Company or any officer or representative of the Company; or
the seventh anniversary of Completion in respect of any other claim,
and action has been taken to recover the Tax Cost or Tax liability within 12 months of notice being served.
3.4 Paragraph 2.1 (Limitation on the liability of the Warrantors under the Warranties) of Schedule 5 to the Agreement shall have effect as if incorporated into this Deed mutatis mutandis with any modifications that may be necessary.
4
DUE DATE FOR PAYMENT (1)
4.1 The due date for the making of payments under this Deed shall be the date falling 5 Business Days after the Buyer has served a written notice on the Covenantors setting out the relevant details of the Tax Cost and demanding that payment. 4.2 If any payment due to be made by the Covenantors under this Deed is not made on the due date for payment, then except to the extent that the Covenantors’ liability under clause 2 compensates the Buyer for the late payment by virtue of it extending to interest and penalties, the Covenantors shall pay interest on such sum for the period from and including the due date up to the date of actual payment in accordance with this clause. The Covenantors shall pay interest at the Interest Rate. Interest under this clause shall accrue on the basis of the actual number of days elapsed and a 365 day year and shall be paid by the Covenantors on demand. Unpaid interest shall be compounded annually.
Made with FlippingBook Learn more on our blog