have due and proper regard to such comments, provided that such comments are reasonable and are provided to the Buyer in a timely manner.
9.7 The Buyer shall procure that the Sellers and their duly authorised agents are allowed such reasonable access to the books, accounts personnel, correspondence and documentation of the Company and such other assistance as may be reasonably required to enable the Covenantors to exercise their rights under this clause 9.
10 Counter Covenant
10.1 The Buyer hereby covenants with the Covenantors to pay to the Covenantors by way of adjustment to the Consideration, an amount equal to any Tax Liability for which the Company is liable but for which the Covenantors become liable as a result of the failure by the Company to discharge it. 10.2 The provisions of clause 4 (due date for payment) clause 5 (deductions from payments) and clause 6 (claims) shall apply to this clause as if the same were set out herein but substituting references to the Covenantors with the Buyer (and vice versa) and making any other necessary modifications. 10.3 The covenant contained in clause 10.1 shall not apply to a Tax Liability to the extent that the Covenantors are liable to make or have made a payment in respect of that Tax Liability under clause 2 of this Deed. 10.4 Any payment made by the Buyer to the Covenantor under this clause 10 shall be applied to discharge the Tax Liability giving rise to the claim under this clause 10. The Covenantors shall not enforce any statutory right of recovery against the Buyer in respect of a Tax Liability to the extent that it has already made a recovery in respect of that liability under any statutory right or otherwise. 11.1 Any payment made by the Covenantors under this Deed shall (so far as possible) be by way of reduction in, and repayment of, the consideration for the Shares under the Agreement. Any payment made by the Buyer under this Deed shall (so far as possible) be by way of an increase in the consideration for the Shares under the Agreement. 11.2 The provisions of the following clauses of the Agreement shall have effect as if incorporated into this Deed mutatis mutandis with references to this Agreement being replaced with references to this Deed and with any other necessary modifications: 11.3 For the purposes of determining whether a Tax Liability or a Relief relates to a pre or post Completion period, an accounting period of the Company shall be deemed to have ended on Completion. 11 General
IN WITNESS whereof the parties hereto have duly executed this Deed on the day and year first before written
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