PERMITTED ASSIGNS AND REPRESENTATIVES AGAINST) ANY TRANSFER
TAXES THAT ARISE OUT OF THE UNITED STATES OF AMERICA IMPOSED UNDER ANY
APPLICABLE LAW IN CONNECTION WITH THE CONVEYANCE OF THE ACQUIRED BUSINESS TO
BUYERS CONTEMPLATED BY THIS AGREEMENT THAT ARE NOT ELIMINATED THROUGH THE
APPLICATION OF SECTION 1146(A) OF THE BANKRUPTCY CODE.
87
(III)
SELLERS AND BUYERS SHALL COOPERATE TO
MINIMIZE SUCH TAXES AND TO PREPARE AND TIMELY FILE ANY TAX RETURNS REQUIRED TO
BE FILED IN CONNECTION WITH TRANSFER TAXES DESCRIBED IN THE IMMEDIATELY
PRECEDING SENTENCE.
BUYERS SHALL BE RESPONSIBLE FOR FILING SUCH TAX RETURNS AND
REMITTING THE TAX TO THE APPLICABLE TAXING AUTHORITY.
(i)
GST.
(I)
TRONOX AUSTRALIA SHALL CONTINUE TO CARRY
ON THE ENTERPRISE UNTIL THE CLOSING.
(II)
SELLERS AND BUYERS AGREE THAT THE SUPPLY
OF ALL THINGS BY SELLERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SO FAR AS IT
RELATES TO THE TIWEST JOINT VENTURE INTEREST CONSTITUTES A GST-FREE SUPPLY OF A
GOING CONCERN FOR THE PURPOSES OF SECTION 38-325 OF THE GST LAW.
(III)
AUSTRALIA BUYER SHALL USE REASONABLE BEST
EFFORTS TO REMAIN REGISTERED UNDER THE GST LAW UNTIL THE CLOSING.
AUSTRALIA
BUYER SHALL PROMPTLY NOTIFY SELLERS IF IT CEASES TO BE SO REGISTERED AT ANY TIME
PRIOR TO THE CLOSING.
(IV)
IF GST IS OR WILL BE IMPOSED ON A SUPPLY MADE
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THEN SELLERS MAY, TO THE EXTENT THAT
THE CONSIDERATION OTHERWISE PROVIDED FOR THAT SUPPLY UNDER THIS AGREEMENT IS NOT
STATED TO INCLUDE AN AMOUNT IN RESPECT OF GST ON THE SUPPLY, INCREASE THE
CONSIDERATION OTHERWISE PROVIDED FOR THAT SUPPLY UNDER THIS AGREEMENT BY THE
AMOUNT OF GST OR OTHERWISE RECOVER FROM AUSTRALIA BUYER THE AMOUNT OF GST;
PROVIDED, FIRST, THAT ANY SUCH INCREASE IN CONSIDERATION SHALL NOT BE PAID BY
AUSTRALIA BUYER UNTIL (I) TRONOX AUSTRALIA SHALL HAVE PROVIDED AUSTRALIA BUYER
WITH A COPY OF ITS PROPOSED GST TAX RETURN FOR REVIEW AND COMMENT AT LEAST TEN
BUSINESS DAYS PRIOR TO THE DUE DATE FOR SUCH GST TAX RETURN, WHICH TRONOX
AUSTRALIA SHALL NOT FILE WITHOUT AUSTRALIA BUYER'S CONSENT (WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) UNLESS AUSTRALIA BUYER
FAILS TO DELIVER ITS COMMENTS PRIOR TO DUE DATE OF SUCH GST TAX RETURN, AND
(II) SELLERS SHALL USED THEIR REASONABLE EFFORTS TO PERMIT AUSTRALIA BUYER TO
CLAIM AN INPUT TAX CREDIT TO RECOVER ANY GST IMPOSED ON SELLERS IN CONNECTION
WITH THIS AGREEMENT (EXCEPT FOR PAYING ANY GST); PROVIDED, SECOND, THAT SELLERS
SHALL REASONABLY COOPERATE WITH AUSTRALIA BUYER WITH RESPECT TO ALL FILINGS
NECESSARY TO CLAIM AN INPUT TAX CREDIT, AND AUSTRALIA BUYER SHALL CONTROL ALL
ADMINISTRATIVE PROCEEDINGS AND CONTESTS WITH RESPECT TO WHETHER SELLERS ARE
SUBJECT TO GST AS A RESULT OF THIS AGREEMENT AND WHETHER AUSTRALIA BUYER IS
ENTITLED TO AN INPUT TAX CREDIT WITH RESPECT TO ANY SUCH GST; PROVIDED, THIRD,
THAT AUSTRALIA BUYER WILL NOT TAKE ANY SUCH ACTION THAT IS ADVERSE OR OTHERWISE
PREJUDICIAL TO ANY SELLER WITHOUT SUCH SELLER'S PRIOR WRITTEN CONSENT.
(V)
IF THE