This negotiating guide explains the purpose and rationale for the provisions that usually appear in the tax covenant on a share sale. It also explains some issues that commonly arise in negotiations and in some cases suggests additional drafting that may be useful. It is designed to accompany the long-form PLC Tax covenant: Standard document, Tax covenant: long form. It can also be used with Standard document, Tax covenant: corporate seller version and Standard document, Tax covenant: individual seller version. The section headings in the negotiating guide do not correspond to the order, or in some cases to the headings, of the equivalent provisions in these two versions. But the negotiating guide may still be helpful because the underlying principles are the same, and because all key provisions, and many other provisions, appear in all three tax covenants, as they do in most tax covenants.