acquisition of any shares in the Company, any taxable event following the acquisition of any shares in the Company or the disposal of any shares in the Company, where such shares were acquired by any employee of the Company at any time on or before Completion;
2.1.5 any stamp duty liability of the Company (including any interest, fines or penalties) which is chargeable on any instrument executed prior to Completion where:
(i) it is necessary to produce the document as a result of the refusal of a Tax Authority to allow a Relief to the Company without the production of such document; or
(ii) such document is required as evidence in civil proceedings or a hearing (having force of law) before an arbitrator or referee; or
(iii) such document is necessary to effect registration in respect of this holding of an asset and such registration is necessary to protect the rights of the holder in respect thereof; and
2.1.6 any IHT Liability; and
2.1.7 any Tax Liability in respect of any Event completed after Completion in respect of a legally binding obligation or arrangement, in either case whether or not conditional, incurred or entered into on or before Completion; and 2.1.8 any reasonable third party costs and expenses which are properly incurred by the Buyer or the Company in connection with any Tax Liability under this clause 2 or in successfully taking or defending any action under the covenants contained in this Deed (including, but not limited to, all reasonable legal and other professional fees and disbursements).
3Exclusions
3.1
The Covenantors shall not be liable for any Tax Liability to the extent that:
3.1.1 provision for such Taxation has been made in the Completion Accounts;
3.1.2 it arises as a result of transactions in the ordinary course of business of the Company between the Last Accounts Date and Completion;
3.1.3 such Tax Liability is in respect of a transaction which has created an increase in the net assets of the Company, after allowing for such Tax Liability;
3.1.4 such Tax Liability arises or is increased by reason of any increase in rates of Tax announced after Completion;
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