AFTER COMPLETION
12.1
APPOINTMENT OF PROXY
(A)
FROM COMPLETION UNTIL THE SALE SHARES ARE
REGISTERED IN THE NAME OF THE BUYER, THE SELLER MUST:
(1)
APPOINT THE BUYER AS THE SOLE PROXY OF THE
HOLDERS OF SALE SHARES TO ATTEND SHAREHOLDERS' MEETINGS AND EXERCISE THE VOTES
ATTACHING TO THE SALE SHARES;
(2)
NOT ATTEND AND VOTE AT ANY SHAREHOLDERS'
MEETINGS;
(3)
TAKE ALL OTHER ACTIONS IN THE CAPACITY OF A
REGISTERED HOLDER OF THE SALE SHARES AS THE BUYER DIRECTS.
32
(B)
THE BUYER INDEMNIFIES THE SELLER AGAINST ALL
LOSS SUFFERED OR INCURRED BY IT ARISING OUT OF THE IMPLEMENTATION OF ANY ACTION
TAKEN IN ACCORDANCE WITH THE PROXY REFERRED TO IN CLAUSE 12.1(A).
12.2
ACCESS TO RECORDS BY SELLER
(A)
THE BUYER MUST TAKE REASONABLE STEPS TO
PROCURE THAT ALL BUSINESS RECORDS DELIVERED TO THE BUYER AT COMPLETION ARE
PRESERVED IN RESPECT OF THE PERIOD ENDING ON THE COMPLETION DATE UNTIL THE
EARLIER OF:
(1)
6 YEARS FROM THE COMPLETION DATE; AND
(2)
ANY DATE REQUIRED BY AN APPLICABLE LAW.
(B)
AFTER COMPLETION THE BUYER MUST, ON
REASONABLE NOTICE FROM THE SELLER:
(1)
PROVIDE THE SELLER AND ITS ADVISERS WITH
REASONABLE ACCESS TO THE BUSINESS RECORDS REFERRED TO IN CLAUSE 12.2(A) AND
ALLOW THE SELLER TO INSPECT AND OBTAIN COPIES OR CERTIFIED COPIES OF THE
BUSINESS RECORDS AT THE SELLER'S EXPENSE; AND
(2)
PROVIDE THE SELLER AND ITS ADVISERS WITH
REASONABLE ACCESS TO THE PERSONNEL AND PREMISES OF THE BUYER GROUP MEMBERS AND
THE TRANSACTION ENTITIES,
for the purpose of assisting the Seller Group Members to prepare tax returns,
accounts and other financial statements, discharge statutory obligations or
comply with Tax, Duty or other legal requirements or to conduct legal or
arbitration proceedings.
(C)
THE SELLER MUST REIMBURSE THE BUYER FOR ITS
REASONABLE COSTS IN RETRIEVING ANY BUSINESS RECORDS AND MAKING PERSONNEL AND
PREMISES AVAILABLE UNDER THIS CLAUSE 12.2.
(D)
THE BUYER IS NOT OBLIGED TO WAIVE LEGAL
PROFESSIONAL PRIVILEGE. THE SELLER MUST COMPLY WITH ANY REASONABLE STEPS
REQUESTED BY THE BUYER TO PRESERVE CONFIDENTIALITY.
(E)
THE BUYER AGREES THAT THE SELLER MAY RETAIN
COPIES OF ANY BUSINESS RECORDS WHICH IT MAY REQUIRE TO ENABLE IT TO COMPLY WITH
ANY APPLICABLE LAW AFTER THE COMPLETION DATE.
12.3
PRE-COMPLETION TAX RETURNS
(A)
THE PARTIES WILL CO-OPERATE IN CONNECTION
WITH THE PREPARATION AND FILING OF ANY TAX RETURN OR TAX STATEMENT OF A
TRANSACTION ENTITY WITH RESPECT TO A PERIOD OR PART PERIOD BEFORE THE COMPLETION
DATE AND ANY ADMINISTRATIVE PROCEEDING INVOLVING ANY SUCH TAX RETURN OR TAX
STATEMENT.
(B)
THE SELLER WILL, AT ITS OWN COST AND EXPENSE,
HAVE THE SOLE CONDUCT AND CONTROL OF THE PREPARATION AND FILING OF ALL TAX
RETURNS, FORMS OR STATEMENTS OF EACH TRANSACTION ENTITY TO THE EXTENT THEY
RELATE TO ANY PERIODS (OR PART PERIODS) ENDING ON OR BEFORE THE COMPLETION DATE
(PRE COMPLETION RETURNS).
(C)
THE SELLER MUST DELIVER EACH PRE COMPLETION
RETURN TO THE BUYER AS SOON AS IT IS AVAILABLE BUT NO LATER THAN 20 BUSINESS
DAYS BEFORE IT IS