Tax covenant—short form—buyer and seller wording

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  • Tax covenant—short form—buyer and seller wording

Tax covenant—short form—buyer and seller wording

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for Tax?

The Schedule
Tax Covenant

    1. 1

      Definitions and interpretation

      1. 1.1

        Notwithstanding clause 1.3 of this Agreement, in the event of any conflict between the provisions of this Schedule and the rest of this Agreement, the provisions of this Schedule will take precedence in respect of all matters relating to Tax.

      1. 1.2

        In this Schedule, unless the context provides otherwise:

        Buyer’s Group

        1. means the Buyer and any other company (including the Company) or companies which are treated as a member of the same group as, or otherwise connected or associated in any way with, the Buyer for any Tax purpose from time to time;


        1. means each, any and all of the companies listed in Schedule 1 to this Agreement as the context shall require;


        1. [includes (without limitation) OR means] any transaction, act, omission, circumstance, payment or other event (including, without limitation,[ the execution

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