(viii) any transaction which is not entered into on arm’s length terms, including the waiver of debt;
(ix) any distributions or deemed distributions, including payments made for the benefit of participators of close companies;
(x) any transaction chargeable under the provisions of the Taxation of Chargeable Gains Act 1992;
(xi) any Taxation arising from the Company ceasing to be a member of the Seller’s group;
(xii) any action which involves, or leads directly or indirectly to, a change of residence of the Company for Tax purposes;
(xiii) any event which had as its main purpose the avoidance of tax;
(xiv) any transaction covered by Part XVII, ICTA 1988 (Tax Avoidance);
(xv) any changes to the share capital of the Company.
1.7 References to schedules, clauses and sub-clauses are to schedules, clauses and sub- clauses of this Deed unless the context otherwise requires.
2 Covenants
2.1 The Covenantors hereby covenant with the Buyer that, subject to the provisions of this Tax Covenant, the Covenantors shall pay to the Buyer, to the extent possible, but not so as to limit the amount payable where not wholly possible, by way of repayment of the Purchase Price for the Sale Shares, an amount equal to: 2.1.1 any Tax Liability of the Company resulting from or by reference to any income, profits or gains earned, accrued or received on or before the Completion Date or any Event occurring on or before the Completion Date whether alone or in conjunction with other circumstances and whether or not such Tax Liability is primarily chargeable against or attributable to any other person; and 2.1.3 any Tax Liability of the Company which arises as a result of the grant, vesting, exercise, exchange, release or cancellation of any share options or any awards of shares or interests over shares, where such share options or awards were granted to any employee of the Company at any time on or before Completion; and 2.1.4 any Tax Liability of the Company (including but not limited to any income tax, employer’s and employee’s national insurance contributions and any interest, penalties and other costs for which the Company is or becomes liable under the PAYE system or otherwise) which arises as a result of, in respect of, or by reference to the 2.1.2 any Tax Liability of the Company arising after Completion solely as a result of the relationship for Tax purposes of the Company with any person before Completion; and
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