AS WILL LEAVE THE RECIPIENT IN THE SAME NET AFTER TAX POSITION AS THAT IT
WOULD HAVE BEEN IN HAD THE PAYMENT NOT BEEN SO LIABLE TO TAX (AND IGNORING THE
AVAILABILITY OF SUCH RELIEF OTHER THAN ANY SUCH RELIEF TO WHICH THE PAYMENT HAS
GIVEN RISE).
9.
TERMINATION
9.1
THIS AGREEMENT SHALL TERMINATE ON 31 DECEMBER, 2011 UNLESS THERE
IS AN EARLIER CHANGE OF CONTROL IN WHICH EVENT THIS AGREEMENT SHALL TERMINATE
WITH IMMEDIATE EFFECT UPON SUCH CHANGE OF CONTROL.
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9.2
IN THE EVENT THAT THIS AGREEMENT TERMINATES EARLY UPON A CHANGE OF
CONTROL, THE PARTIES HERETO SHALL IN GOOD FAITH AND IN WRITING AGREE WHAT
FURTHER PAYMENTS, IF ANY, ARE MORE LIKELY THAN NOT TO BE REQUIRED TO BE MADE
PURSUANT TO ANY OF CLAUSES 3.5, 5.2 AND 5.3 AND SUCH PAYMENTS SHALL BE MADE BY
THE APPROPRIATE PARTY WITHIN 10 BUSINESS DAYS OF SUCH AGREEMENT BEING REACHED.
9.3
IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS CLAUSE 9 AS TO THE
AMOUNT OF FURTHER PAYMENTS REQUIRED TO BE MADE PURSUANT TO CLAUSE 9.2 AN
APPLICATION SHALL BE MADE TO THE PRESIDENT OF THE INSTITUTE OF CHARTERED
ACCOUNTANTS IN ENGLAND AND WALES FOR THE TIME BEING FOR HIM OR HER TO APPOINT A
SUITABLY QUALIFIED AND INDEPENDENT FIRM OF ACCOUNTANTS TO RESOLVE SUCH DISPUTE
(THE "APPOINTED FIRM").
THE PURPOSE OF THE REFERENCE OF THE DISPUTE TO THE
APPOINTED FIRM SHALL BE TO DETERMINE THE AMOUNT OF FURTHER PAYMENTS THAT EACH OF
THE PARTIES IS MORE LIKELY OR NOT TO MAKE PURSUANT TO ANY OF CLAUSES 3.5, 5.2
AND 5.3, FOR THESE PURPOSES, THE APPOINTED FIRM SHALL BE DEEMED TO ACT AS AN
EXPERT AND NOT AS AN ARBITRATOR, AND ACCORDINGLY THE PROVISIONS OF THE
ARBITRATION ACT 1979 SHALL NOT APPLY.
THE DECISION OF THE APPOINTED FIRM AS TO
THE MATTER REFERRED TO IT SHALL, EXCEPT IN THE CASE OF MANIFEST ERROR, BE
CONCLUSIVE AND BINDING ON THE PARTIES.
THE APPOINTED FIRM'S COSTS SHALL BE
BORNE BY THE PARTIES ON A JUST AND REASONABLE BASIS AS DECIDED BY THE APPOINTED
FIRM BEARING IN MIND ITS CONCLUSIONS.
10.
REMEDIES AND WAIVERS
10.1
NO DELAY OR OMISSION ON THE PART OF ANY PARTY TO THIS AGREEMENT IN
EXERCISING ANY RIGHT, POWER OR REMEDY PROVIDED BY LAW UNDER THIS AGREEMENT
SHALL:-
(I)
IMPAIR SUCH RIGHT, POWER OR REMEDY; OR
(II)
OPERATE AS A WAIVER THEREOF.
10.2
THE SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR REMEDY
PROVIDED BY LAW OR UNDER THIS AGREEMENT SHALL NOT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY.
10.3
THE RIGHTS, POWERS AND REMEDIES PROVIDED IN THIS AGREEMENT ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, POWERS AND REMEDIES PROVIDED BY LAW.
11.
ASSIGNMENT
11.1
THIS AGREEMENT SHALL NOT BE ASSIGNED OR TRANSFERRED BY ANY PARTY
HERETO, WHETHER IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH
GE AND GENWORTH.
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12.
FURTHER ASSURANCE
12.1
EACH OF THE PARTIES TO