Tax Covenants and Warranties

3.1.5 such Tax Liability arises or is increased by any change made or announced in legislation, including the enactment after the Completion Date of any legislation relating to Tax and the imposition after the Completion Date of any new Tax;

3.1.6 such Tax Liability arises or is increased by any change in the published practice or procedure of the relevant Tax Authority taking effect after Completion;

3.1.7 such Tax Liability would not have arisen but for a change of accounting policy or practice after Completion, except where such change is necessary so as to ensure compliance with generally accepted accounting principles and practice as existing at Completion;

3.1.8 such Tax Liability arises or is increased as a result of a change in the accounting reference period of the Company or the Buyer after Completion;

3.1.9 such Tax Liability arises or is increased by a voluntary act or transaction of the Company or the Buyer after Completion, which the Buyer knew, or should reasonably have known, would give rise to, or increase, the Tax Liability in question and which was carried out without the consent in writing of the Covenantors, but excluding any act or transaction:

(a)

required by law; or

(b) carried out as a result of an obligation of the Company entered into before Completion; or

(c)

carried out with the written consent of the Sellers; or

(d) carried out in the ordinary course of the business of the Company or the Buyer;

3.1.10 such Tax Liability arises or is increased as a result of a disclaimer of capital allowances by the Buyer after Completion;

3.1.11 such Tax Liability arises or is increased as a result of a failure by the Buyer to use Reliefs which are available before Completion other than Reliefs from the Buyer’s Group in priority to Reliefs arising after Completion, provided that the Buyer is notified of the possibility of such use at least 30 days before the expiry of any applicable deadlines for such use; 3.1.12 such Tax Liability would not have arisen or would have been reduced but for a failure by the Company or the Buyer after Completion to make any election, claim, surrender or disclaimer in relation to Taxation, the making of which is or was taken into account in computing any provision for Taxation in the Completion Accounts or the Last Accounts but only to the extent that the Buyer has been notified in the Disclosure Letter, with specific reference to this clause, of the need to make such election, claim, surrender or disclaimer; 3.1.13 such Taxation Liability arises in the period between the Last Accounts Date and Completion and only arises as a result of valid claims and elections which were assumed in preparing the Completion Accounts being ignored in computing the

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