Tax Covenants and Warranties

for authorisation and signing prior to submission. If a time limit applies in relation to the submission of any such document, the Covenantors shall ensure that the Buyer receives the document no later than ten Business Days before the expiry of the time limit.

9.3

The Buyer shall:

9.3.1 subject to clause 9.3.2 below, procure that the Company shall cause any such document delivered to it under clause 9.2 to be so authorised and signed as soon as reasonably practicable by and on behalf of the Company, and submitted to the appropriate Tax Authority as soon as reasonably practicable (and in any event within any relevant time limit provided that the Covenantors have complied with clause 9.2); 9.3.2 be under no obligation to procure the authorisation, signing or submission to a Tax Authority of any document delivered to it under clause 9.2 which it considers in its reasonable opinion to be false or misleading in a material respect, or which would require fraudulent or dishonest conduct on the part of the Buyer or the Company.

9.4

The Covenantors shall procure that the Buyer:

9.4.1 is kept fully informed of the progress of all matters relating to the Taxation affairs of the Company in relation to clause 9.1 above;

9.4.2 receives copies of, or extracts from, all written correspondence to, or from, any Tax Authority insofar as it is relevant to the matters referred to in clause 9.1 above;

9.4.3 receives drafts of any documents which are to be submitted. If a time limit applies in relation to the submission of any document, the Covenantors shall ensure that the Buyer receives the document no later than 20 Business Days before the expiry of the time limit; and 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

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