9.4.4 is consulted fully in relation to the matters referred to in Clause 9.4.1 above and any reasonable written comments of the Buyer are taken into account in relation to such matters provided that the Buyer’s comments are received no later than 10 Business Days after the draft document has been received by the Buyer pursuant to clause 9.4.3 9.5 The Covenantors agree to devote reasonable resources to dealing with the Taxation affairs of the Company in relation to the periods prior to Completion, and shall use reasonable endeavours to ensure that they are finalised as soon as reasonably practicable. The Covenantors shall ensure that all documents are true and accurate and not misleading. 9.6 The Buyer shall ensure that all material communications to the relevant Tax Authority in respect of the accounting period in which Completion takes place and which may give rise to a claim by the Buyer against the Covenantors under this Deed shall first be sent to the Covenantors. The Buyer shall consult and shall procure that the Company shall consult with the Covenantors regarding the contents of all such communications. The Buyer undertakes that it shall procure that the Company shall have due and proper regard to such comments, provided that such comments are reasonable and are provided to the Buyer in a timely manner. 9.7 The Buyer shall procure that the Sellers and their duly authorised agents are allowed such reasonable access to the books, schedules, 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 9. 10.1 The Buyer hereby covenants with the Covenantors to pay to the Covenantors an amount equal to any Tax liability for which the Company is liable but for which the Covenantors become liable as a result of the failure by the Company to discharge it. 10.2 The provisions of clause 4 (due date for payment) clause 5 (deduction from payments) and clause 6 (claims) shall apply to this clause as if the same were set out herein but substituting references to the Covenantors with the Buyer (and vice versa) and making any other necessary modifications. 10.3 The covenant contained in clause 10.1 shall not apply to a Tax liability to the extent that the Covenantors are liable to make or have made a payment in respect of that Tax liability under clause 2 of this Deed. 10.4 Any payment made by the Buyer to the Covenantors under this clause 10 shall be applied to discharge the Tax liability giving rise to the claim under this clause 10. The Covenantors shall not enforce any statutory right of recovery against the Buyer in respect of a Tax liability to the extent that it has already made a recovery in respect of that liability under any statutory right or otherwise. 10 COUNTER COVENANT
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