(WITH THE ASSISTANCE OF OTHER MEMBERS OF THE SELLER GROUP) WILL ASSUME
THE CONDUCT OF THE DEFENCE OF THE IDENTIFIED PROCEEDING.
10.5
TAX DEMANDS
(A)
(CONDUCT OF A TAX DEMAND): FOLLOWING RECEIPT
OF A NOTICE UNDER CLAUSE 10.1 IN RESPECT OF A CLAIM WHICH ARISES FROM OR
INVOLVES A TAX DEMAND, THE SELLER MUST, BY WRITTEN NOTICE TO THE BUYER WITHIN 10
BUSINESS DAYS OF RECEIPT OF THE NOTICE UNDER CLAUSE 10.1 ADVISE THE BUYER
WHETHER THE SELLER WISHES TO ASSUME THE CONDUCT OF THE TAX DEMAND.
(B)
(PROCEDURE FOR SELLER ASSUMING CONDUCT OF A
TAX DEMAND): IF THE SELLER ADVISES THE BUYER THAT IT WISHES TO ASSUME THE
CONDUCT OF A TAX DEMAND THEN:
(1)
(NO ADMISSION): THE BUYER MUST NOT, AND MUST
ENSURE THAT EACH TRANSACTION ENTITY AND BUYER GROUP MEMBER DOES NOT:
(A)
ACCEPT, COMPROMISE OR PAY,
(B)
AGREE TO ARBITRATE, COMPROMISE OR SETTLE; OR
(C)
MAKE ANY ADMISSION OR TAKE ANY ACTION IN
RELATION TO,
a Tax Demand which may lead to liability on the part of the Seller under a Claim
without the Seller's prior written approval (which must not be unreasonably
withheld or delayed). However, the Buyer or a Transaction Entity may pay any Tax
or Duty to a Governmental Agency by the due date for payment without affecting
any of its rights under this agreement.
(2)
(PAYMENT OF TAX) THE SELLER MUST PAY THE
BUYER, IN IMMEDIATELY AVAILABLE FUNDS AND AS A REDUCTION IN THE PURCHASE PRICE,
SO MUCH OF THE TAX AS IS REQUIRED BY THE RELEVANT GOVERNMENTAL AGENCY TO BE PAID
WHILE ANY ACTION IS BEING TAKEN UNDER THIS CLAUSE 10.4 BY THE LATER OF:
(A)
2 BUSINESS DAYS BEFORE THE DUE DATE FOR PAYMENT
TO THE GOVERNMENTAL AGENCY; AND
30
(B)
10 BUSINESS DAYS AFTER RECEIPT OF THE NOTICE
GIVEN BY THE BUYER UNDER CLAUSE 10.1;
(3)
(OBJECTION TO TAX DEMAND OR DISPUTING
ACTION) AT THE SELLER'S WRITTEN REQUEST, THE BUYER MUST TAKE, OR PROCURE THAT
THE PERSON REQUIRED TO PAY THE TAX (TAX PAYOR) TAKES SUCH DISPUTING ACTION IN A
TIMELY MANNER IN RELATION TO THE TAX DEMAND AS THE SELLER MAY REASONABLY
REQUIRE. THE BUYER WILL NOT BE OBLIGED TO TAKE ANY DISPUTING ACTION UNDER THIS
CLAUSE 10.5(B)(3) UNLESS THE SELLER HAS COMPLIED WITH CLAUSE 10.4(B)(2) AND THE
GROUNDS OF OBJECTION ARE CONSIDERED TO HAVE A REASONABLE CHANCE OF SUCCESS, SET
OUT IN AN OPINION FROM A REPUTABLE TAX PRACTITIONER (REASONABLY ACCEPTABLE TO
THE SELLER) PROVIDED TO THE BUYER AS SOON AS IS REASONABLY PRACTICABLE; AND
(4)
(CONDUCT OF PROCEEDINGS): THE BUYER MUST
FOLLOW, AND MUST PROCURE THAT EACH BUYER GROUP MEMBER AND TRANSACTION ENTITY
FOLLOWS, ALL REASONABLE DIRECTIONS OF THE SELLER RELATING TO THE CONDUCT OF ANY
DISPUTING ACTION REFERRED TO IN THIS CLAUSE 10.4(B) INCLUDING USING PROFESSIONAL
ADVISERS NOMINATED BY THE SELLER. IN MAKING ANY DIRECTIONS UNDER THIS CLAUSE
10.4(B)(4), THE SELLER MUST;
(A)
ACT IN GOOD FAITH;
(B)
CONSULT WITH THE BUYER ON ALL MATTERS OF
SIGNIFICANCE FOR THE GOODWILL OF THE BUSINESS OF