THE BUYER OR ANY TRANSACTION
ENTITY;
(C)
CONSULT WITH THE BUYER ON ALL MATTERS OF
SIGNIFICANCE IN RELATION TO THE CONDUCT, NEGOTIATION AND SETTLEMENT OF THE
DISPUTING ACTION;
(D)
AT REASONABLE AND REGULAR INTERVALS PROVIDE THE
BUYER WITH WRITTEN REPORTS CONCERNING THE CONDUCT, NEGOTIATION, CONTROL, DEFENCE
AND/OR OUTCOME OR SETTLEMENT OF THE DISPUTING ACTION AND MUST NOT SETTLE THE
DISPUTING ACTION WITHOUT THE BUYER'S WRITTEN APPROVAL (WHICH APPROVAL MAY NOT BE
UNREASONABLY WITHHELD OR DELAYED); AND
(E)
PROVIDE THE BUYER WITH REASONABLE ACCESS TO A
COPY OF ANY NOTICE, CORRESPONDENCE OF OTHER DOCUMENT RELATING TO THAT DISPUTING
ACTION.
(C)
(SELLER NOT ASSUMING CONDUCT OF A TAX
DEMAND): IF THE SELLER DOES NOT ADVISE THE BUYER THAT IT WISHES TO ASSUME THE
CONDUCT OF THE TAX DEMAND BY WRITTEN NOTICE TO THE BUYER WITHIN 10 BUSINESS DAYS
OF RECEIPT OF THE NOTICE UNDER CLAUSE 10.1, THEN THE BUYER MAY TAKE SUCH ACTIONS
AS THE BUYER AT ITS SOLE DISCRETION MAY DECIDE ABOUT THE TAX DEMAND, INCLUDING
THE RIGHT TO NEGOTIATE, DEFEND AND/OR SETTLE THE TAX DEMAND AND TO RECOVER COSTS
INCURRED AS A CONSEQUENCE OF THE TAX DEMAND FROM ANY PERSON, AND THE SELLER MUST
PAY IN IMMEDIATELY AVAILABLE FUNDS AND AS A REDUCTION IN THE PURCHASE PRICE THE
AMOUNT NOTIFIED BY THE BUYER BY THE LATER OF:
(A)
2 BUSINESS DAYS BEFORE THE DUE DATE FOR PAYMENT
TO THE GOVERNMENTAL AGENCY; OR
31
(B)
10 BUSINESS DAYS AFTER RECEIPT OF THE NOTICE
GIVEN BY THE BUYER UNDER CLAUSE 10.1.
(D)
(ACCESS): THE BUYER MUST PROVIDE, AND MUST
PROCURE THAT EACH BUYER GROUP MEMBER AND TRANSACTION ENTITY PROVIDES, THE SELLER
WITH ALL REASONABLE ASSISTANCE REQUESTED BY IT IN RELATION TO THE TAX DEMAND AND
THE DISPUTING ACTION CONTEMPLATED BY CLAUSE 10.4(B) INCLUDING PROVIDING ACCESS
TO WITNESSES AND DOCUMENTARY OR OTHER EVIDENCE RELEVANT TO THE TAX DEMAND OR THE
DISPUTING ACTION, ALLOWING IT AND ITS LEGAL ADVISERS TO INSPECT AND TAKE COPIES
OF ALL RELEVANT BOOKS, RECORDS, FILES AND DOCUMENTS, AND PROVIDING IT WITH
REASONABLE ACCESS TO THE PERSONNEL, PREMISES AND CHATTELS OF THE BUYER GROUP
MEMBERS AND THE TRANSACTION ENTITIES.
(e)
(reimbursement for costs): The Seller must
indemnify the Buyer or any Transaction Entity (as applicable) for all costs and
expenses incurred in taking any action required or requested by the Seller under
this clause 10.4 (with costs and expenses to be paid or reimbursed within 10
Business Days of receipt by the Buyer or a Transaction Entity of an invoice).
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BUYER WARRANTIES
11.1
BUYER WARRANTIES
The Buyer gives the Buyer Warranties in favour of the Seller on the date of this
agreement and the Buyer Warranties will be deemed to be repeated immediately
before Completion.
11.2
INDEPENDENT WARRANTIES
Each of the Buyer Warranties is to be construed independently of the others and
is not limited by reference to any other Buyer Warranty.
11.3
RELIANCE
The Buyer acknowledges that the Seller has entered into this agreement and will
complete this agreement in reliance on the Buyer Warranties.
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PERIOD