VAT purposes (including, but not
limited to, situations where the Purchase Price is adjusted in accordance with
any provision of this Agreement, and/or the allocation of the Purchase Price to
any Assets or Assumed Liabilities is amended, whether pursuant to Section 2.2.4
or otherwise); (2) a Tax Authority determines in writing that a supply by any
EMEA Seller in respect of which the Purchaser has paid VAT should properly be
characterized as a supply on which VAT does not arise; or (3) for any reason the
rate of VAT applicable to the supply in question is changed, then the relevant
EMEA Seller(s) and the Purchaser agree to co-operate in good faith to correct
all relevant VAT invoices and VAT returns and (without prejudice to the
generality of the foregoing):
(i) where the purchase price for any Assets and/or Assumed Liabilities (if
relevant) is increased, or VAT otherwise becomes due, the Purchaser shall pay to
the relevant EMEA Seller (or relevant Tax Authority, where applicable) an amount
equal to any additional VAT that becomes due as a result of such increase with
payment to be made by the Purchaser within five (5) Business Days of receipt of
an appropriate valid VAT invoice or Closing, whichever is the later; and
(ii) where the purchase price for any Assets and/or Assumed Liabilities (if
relevant) is decreased, or to the extent that a relevant Tax Authority
determines in writing that a supply by any EMEA Seller in respect of which the
Purchaser has paid an amount in respect of VAT should properly be characterised
as a supply on which VAT does not arise, or where the rate of VAT applicable to
the supply in question is decreased, or where the Purchaser has otherwise paid
an amount in respect of VAT to an EMEA Seller under Section 6.9(a) that was not
due, the relevant EMEA Seller shall, without unreasonable delay, issue an
appropriate and valid VAT credit note or equivalent to the Purchaser and shall
use its reasonable endeavors to recover the Excess VAT and, to the extent the
Excess VAT is actually recovered and retained by it (or by any member of its VAT
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group) or is creditable by any EMEA Seller against any VAT liability of an EMEA
Seller (or is so creditable by any member of its VAT group), the relevant EMEA
Seller shall, without unreasonable delay, pay such Excess VAT to the Purchaser,
and for the purposes of this Section 6.9(e)(ii), "Excess VAT" means the amount
in respect of VAT actually paid (after deducting any previous refund under this
Section 6.9(e)(ii)) by the Purchaser that should not have been paid, taking into
account the decrease in purchase price, the incorrect characterization of a
supply, the decrease in the VAT rate or the amount in respect of VAT that was
paid to an EMEA Seller that was otherwise not due.
(f) The EMEA Sellers, Joint Administrators, French Liquidator and the Purchaser
agree to act in good faith in accordance with