ANY OTHER PERSON;
(5)
THE DISCLOSURE IS REQUIRED FOR USE IN LEGAL
PROCEEDINGS REGARDING THIS AGREEMENT OR THE SALE;
(6)
THE DISCLOSURE, INCLUDING IN ANY PRESS
RELEASE OR COMMUNICATION TO SHAREHOLDERS OF THE BUYER'S GUARANTOR, RELATES TO
THE ACCC INVESTIGATION, INCLUDING THE OPERATION OF THE INDEMNITY IN CLAUSE 8.7
OR THE OPERATION OF THE HIVE OUT AGREEMENT AS THEY APPLY TO THE ACCC
INVESTIGATION BUT ONLY TO THE EXTENT REQUIRED TO PROTECT THE REPUTATION OF THE
BUYER'S GUARANTOR OR TO RESPOND TO QUERIES FROM SHAREHOLDERS OF THE BUYER'S
GUARANTOR PROVIDED HOWEVER THAT THE DISCLOSING PARTY CONSULTS WITH THE SELLER IN
RELATION TO THE FORM OF SUCH DISCLOSURE; OR
(7)
THE PARTY TO WHOM THE INFORMATION RELATES
HAS CONSENTED IN WRITING BEFORE THE DISCLOSURE.
(B)
EACH RECIPIENT MUST ENSURE THAT ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND RELATED BODIES
CORPORATE COMPLY IN ALL RESPECTS WITH THE RECIPIENT'S OBLIGATIONS UNDER THIS
CLAUSE 18.2.
(C)
FROM COMPLETION, THE BUYER MAY DISCLOSE
CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF A TRANSACTION ENTITY EXCEPT
TO THE EXTENT THAT SUCH INFORMATION RELATES TO A SELLER GROUP MEMBER OR ITS
BUSINESS.
19
DUTIES, COSTS AND EXPENSES
19.1
DUTIES
The Buyer must pay all Duty in respect of the execution, delivery and
performance of this agreement and any agreement or document entered into or
signed under this agreement and each Transaction Agreement.
43
19.2
COSTS AND EXPENSES
(A)
UNLESS OTHERWISE PROVIDED FOR IN THIS
AGREEMENT, EACH PARTY MUST PAY ITS OWN COSTS AND EXPENSES IN RESPECT OF THE
NEGOTIATION, PREPARATION, EXECUTION, DELIVERY AND REGISTRATION OF THIS AGREEMENT
AND ANY OTHER AGREEMENT OR DOCUMENT ENTERED INTO OR SIGNED UNDER THIS AGREEMENT
AND EACH TRANSACTION AGREEMENT.
(B)
ANY ACTION TO BE TAKEN BY THE BUYER OR THE
SELLER IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT MUST BE TAKEN AT ITS
OWN COST AND EXPENSE UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT.
20
GST
20.1
DEFINITIONS
Words used in this clause 20 which have a defined meaning in the GST Law have
the same meaning as in the GST Law unless the context indicates otherwise.
20.2
GST
(A)
UNLESS EXPRESSLY INCLUDED, THE CONSIDERATION
FOR ANY SUPPLY UNDER OR IN CONNECTION WITH THIS AGREEMENT DOES NOT INCLUDE GST.
(B)
TO THE EXTENT THAT ANY SUPPLY MADE UNDER OR
IN CONNECTION WITH THIS AGREEMENT IS A TAXABLE SUPPLY (OTHER THAN ANY SUPPLY
MADE UNDER ANOTHER AGREEMENT WHICH CONTAINS A SPECIFIC PROVISION DEALING WITH
GST), THE RECIPIENT MUST PAY, IN ADDITION TO THE CONSIDERATION PROVIDED UNDER
THIS AGREEMENT FOR THAT SUPPLY (UNLESS IT EXPRESSLY INCLUDES GST) AN AMOUNT
(ADDITIONAL AMOUNT) EQUAL TO THE AMOUNT OF THAT CONSIDERATION (OR ITS GST
EXCLUSIVE MARKET VALUE) MULTIPLIED BY THE RATE AT WHICH GST IS IMPOSED IN
RESPECT OF THE SUPPLY. THE RECIPIENT MUST PAY THE ADDITIONAL AMOUNT AT THE SAME
TIME AS THE CONSIDERATION TO WHICH IT IS REFERABLE.
(C)
WHENEVER AN ADJUSTMENT EVENT OCCURS IN
RELATION TO ANY TAXABLE SUPPLY TO WHICH CLAUSE 20.2(B) APPLIES:
(1)
THE SUPPLIER MUST DETERMINE THE AMOUNT OF
THE GST COMPONENT