Tax Covenants and Warranties

CHAPTER SEVEN

THE PARTIES TO THE TAX COVENANT

THIS DEED OF TAX COVENANT is made this day of 20xx

BETWEEN:

JOHN SMITH AND ANNE SMITH of 60 Mill Street, Maintown, Loamshire, LO5 2PQ (the “Covenantors” ) and

BIG BUYER LIMITED a company incorporated under the laws of England and Wales with registered number 0123456789 and having its registered office at 100 Middle Street, London, EC8B 4SF (the “Buyer”).

WHEREAS:

This Deed of Covenant is entered into pursuant to the terms and conditions of the Share Sale and Purchase Agreement dated (the “Agreement”) made between the Covenantors and others and the Buyer.

References to schedules, clauses and sub-clauses are to schedules, clauses and sub-clauses of this Deed unless the context otherwise requires.

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