Tax Covenants and Warranties

or expenses which may thereby be incurred, the Buyer shall take such action and shall procure that the Company shall take such action as the Covenantors may reasonably and promptly by written notice to the Buyer request to dispute, resist or compromise the same. 6.3 The Buyer shall not be obliged to take any action nor to procure that the Company take any action if, having given the Covenantors written notice of a Tax Claim in accordance with clause 6.1 above, the Buyer has not within fifteen Business Days of the giving of such notice received instructions in writing from the Covenantors to take such action. 6.4 The Buyer shall (and will be entitled to procure that the Company shall) be at liberty without reference to the Covenantors to admit, compromise or otherwise deal with any Tax Claim after whichever is the earliest of:

6.4.1 the service of a notice in writing on the Buyer by the Covenantors to the effect that they consider that the Tax Claim should no longer be resisted;

6.4.2 the expiry of a period of fifteen Business Days following the service of a notice by the Buyer on one or more of the Covenantors containing a reasonable request to clarify or explain the terms of any request made under clause 6.2 above if no satisfactory written clarification or explanation is received by the Buyer within that period; or

6.4.3 if appropriate, the expiry of any period prescribed by applicable legislation or the decision of any court or tribunal in respect of such Tax Claim, as the case may be.

6.5 Notwithstanding anything to the contrary in this clause 6, the Buyer shall not be obliged to:

6.5.1 appeal or procure that the Company appeals against any Tax Claim in any forum beyond the first relevant appellate body unless tax counsel of at least ten years’ standing advises in writing that, in his or her opinion, the chances of success in such further appeal are sufficient, bearing in mind the nature and size of the Tax Claim, to justify taking such action; or 6.5.2 take or procure that the Company takes any action the effect of which is to be likely to affect materially the future conduct of the business of the Buyer or the Company or affect adversely the rights or reputations of any of them, or engage in fraudulent, dishonest or criminal conduct. 6.6 The Buyer shall procure that the Covenantors and their duly authorised agents are allowed such reasonable access to the books, accounts personnel, correspondence and documentation of the Company and such other assistance as may be reasonably required to enable the Covenantors to exercise their rights under this clause 6.

7

RECOVERIES

7.1 If the Buyer or the Company is or may be entitled to a Recovery, the Buyer shall, or shall procure that the Company shall:

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