CHAPTER FIVE
THE TAX COVENANT
Executive Summary
A The tax covenant set out below is not intended to be a model tax covenant to be used as a precedent. There are a number of clauses the inclusion of which are subject to challenge; there are also various wordings which we consider to be inappropriate, but which may be encountered in practice and which have therefore been included.
B This tax covenant is based on Completion Accounts. There are a range of changes needed in order for it to be suited to a transaction based on Last Accounts.
THE TAX COVENANT, ASSUMING COMPLETION ACCOUNTS
THIS DEED OF TAX COVENANT is made this day of 20xx
BETWEEN:
JOHN SMITH AND ANNE SMITH of 60 Mill Street, Maintown, Loamshire, LO5 2PQ (the “Covenantors” ) and
BIG BUYER LIMITED a company incorporated under the laws of England and Wales with registered number 0123456789 and having its registered office at 100 Middle Street, London, EC8B 4SF (the “Buyer” ):
This Deed of Covenant is entered into pursuant to the Share Sale and Purchase Agreement dated xx (the “Agreement”) made between the Covenantors and others and the Buyer.
References to schedules, clauses and sub-clauses are to schedules, clauses and sub-clauses of this Deed unless the context otherwise requires.
NOW THIS DEED WITNESSES as follows:
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