DATE; AND
8.6.2
IN ANY OTHER CASE, WITHIN THE PERIOD BEGINNING WITH
THE COMPLETION DATE AND ENDING ON 28 FEBRUARY 2009;
8.6.3
IN THE CASE OF A CLAIM UNDER THE INDEMNITIES IN
CLAUSE 10
WITHIN 4 YEARS BEGINNING WITH THE COMPLETION DATE.
8.7
CONDUCT OF CLAIMS.
8.7.1
THE BUYER SHALL PROCURE THAT THE CONDUCT,
NEGOTIATION, SETTLEMENT OR LITIGATION OF THE CLAIM BY OR AGAINST SUCH THIRD
PARTY IS, SO FAR AS IS REASONABLY PRACTICABLE, CARRIED OUT IN ACCORDANCE WITH
THE WISHES OF THE SELLERS AND AT THEIR COST, SUBJECT TO THEIR GIVING TIMELY
INSTRUCTIONS TO THE BUYER AND PROVIDING REASONABLE SECURITY FOR ANY COSTS AND
EXPENSES WHICH MIGHT BE INCURRED BY THE BUYER OR THE COMPANY.
8.7.2
THE BUYER SHALL NOT BE LIABLE FOR ANY DELAY IN
GIVING ANY NOTICE UNDER CLAUSE 8.7.1 AND SHALL NOT BY REASON OF SUCH DELAY BE
PRECLUDED FROM BRINGING ANY SUCH CLAIM AGAINST THE SELLERS.
8.7.3
THE BUYER SHALL PROVIDE AND SHALL PROCURE THAT THE
COMPANY PROVIDES TO THE SELLERS AND THE SELLERS' PROFESSIONAL ADVISERS
REASONABLE ACCESS TO PREMISES AND PERSONNEL AND TO ANY RELEVANT ASSETS,
DOCUMENTS AND RECORDS WITHIN THEIR POWER, POSSESSION OR CONTROL FOR
18
THE PURPOSE OF INVESTIGATING ANY CLAIM AND ENABLING THE SELLERS TO TAKE THE
ACTION REFERRED TO IN CLAUSE 8.7.2 AND SHALL ALLOW THE SELLERS AND THEIR
ADVISERS TO TAKE COPIES OF ANY RELEVANT DOCUMENTS OR RECORDS AT THEIR EXPENSE.
8.7.4
PROVIDED THAT NOTHING IN THIS CLAUSE 8.7 SHALL
OBLIGE THE BUYER TO CARRY OUT ANY ACT OR TO TAKE ANY ACTION OR OMIT TO DO
ANYTHING IF THE BUYER IN ITS REASONABLE OPINION BELIEVES THAT ACT OR OMISSION
WOULD BE MATERIALLY DAMAGING TO THE GOODWILL OF THE COMPANY OR THE REASONABLY
MATERIAL COMMERCIAL INTERESTS OF THE BUYER AND/OR THE COMPANY AND/OR ANY OF THE
SUBSIDIARIES.
8.8
NOTHING IN CLAUSE 8 APPLIES TO A CLAIM OR A
CLAIM UNDER THE TAX COVENANT THAT ARISES OR IS DELAYED AS A RESULT OF DISHONESTY
OR FRAUD, BY THE SELLERS OR THEIR ADVISERS.
8.9
THE SELLERS SHALL NOT PLEAD THE LIMITATION
ACT 1980 IN RESPECT OF ANY CLAIMS MADE UNDER THE TAX WARRANTIES OR TAX COVENANT
UP TO SEVEN YEARS AFTER THE COMPLETION DATE.
8.10
THE SELLERS SHALL NOT BE LIABLE FOR ANY CLAIM
AND/OR A CLAIM UNDER TAX COVENANT TO THE EXTENT THAT:
8.10.1
THE BUYER HAS ACTUAL KNOWLEDGE OF ANY MATTER WHICH COULD
GIVE RISE TO A CLAIM AND/OR A CLAIM UNDER THE TAX COVENANT ON OR BEFORE
COMPLETION
AND FOR THE PURPOSES OF THIS AGREEMENT, THE BUYER SHALL ONLY BE
REGARDED AS HAVING ACTUAL KNOWLEDGE OF ANY SUCH MATTER IF DETAILS OF THE MATTER
(IN SUFFICIENT DETAIL TO ENABLE THE BUYER TO UNDERSTAND THE NATURE AND EXTENT OF
THE MATTER) ARE CONTAINED IN THE DUE DILIGENCE REPORT DATED 25 AUGUST 2006
PREPARED BY HAWSONS CHARTERED ACCOUNTANTS;
8.10.2
IT WOULD NOT HAVE ARISEN OR WOULD HAVE BEEN REDUCED OR
ELIMINATED BUT FOR:
A FAILURE OR OMISSION ON THE PART OF THE COMPANY TO
MAKE ANY CLAIM, ELECTION,