7.1.1 notify the Covenantors in writing of the existence or possibility of the right to Recovery as soon as reasonably practicable; and
7.1.2 provided the Covenantors shall have indemnified and secured the Buyer and the Company against all reasonable costs, losses, damages and additional Tax that may arise as a result of the Recovery to the reasonable satisfaction of the Buyer, take all reasonable steps to enforce such Recovery provided that the Buyer and the Company shall not be obliged to take any action which is 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. 7.2 If the Buyer or the Company recovers any sum in accordance with clause 7.1 above and the Covenantors have already made a payment to the Buyer under this Deed, the Buyer shall promptly pay to the Covenantors the lesser of: 7.2.1 the sum so recovered by the Buyer or the Company from such other person (including sums recovered in respect of costs and interest received in respect of the sum recovered, but less any reasonable costs of recovery properly incurred which have not been previously reimbursed, and less any Tax which is, or, but for the availability of a Post-Completion Relief or Buyer’s Group Relief would be, chargeable on the sum recovered); and
7.2.2 any payment or payments previously made by the Covenantors to the Buyer under clause 2 of this Deed.
7.3 To the extent that such Recovery is not paid to the Covenantors under the provisions of clause 7.2 above, it shall be carried forward and used to reduce or extinguish any future payments which become due from the Covenantors under this Deed.
8
SELLERS’ RELIEFS
8.1 If a Sellers’ Relief has reduced or eliminated a Tax liability for which the Covenantors are not liable under this Deed, the amount of the Sellers’ Relief shall, to the extent not previously used, be used to reduce or extinguish any payment then due from the Covenantors under this Deed. 8.2 To the extent that such Sellers’ Relief is not used under the provisions of clause 8.2 above, it shall be carried back and shall be set against any payments already made by the Covenantors under this Deed, in which case the lesser of the Sellers’ Relief and the aggregate of the payments already made shall be repaid promptly by the Buyer to the Covenantors. 8.3 To the extent that such Sellers’ Relief is not used under the provisions of clauses 8.1 and 8.2 above, it shall be carried forward and used to reduce or extinguish any future payments which become due from the Covenantors under this Deed.
8.4 As soon as either the Buyer or the Company becomes aware of the possibility of such a Seller’s Relief, then the Buyer shall, or shall procure that the Company shall, notify
Made with FlippingBook Learn more on our blog