IS PRIMARILY THE LIABILITY OF ANOTHER
PERSON (THE "PRIMARY PERSON") FOR WHICH A GROUP COMPANY IS LIABLE IN CONSEQUENCE
OF:
A)
THE PRIMARY PERSON FAILING TO DISCHARGE SUCH LIABILITY FOR TAX;
AND
B)
THE GROUP COMPANY AT ANY TIME BEFORE COMPLETION;
I
BEING A MEMBER OF THE SAME GROUP OF COMPANIES AS THE PRIMARY
PERSON; OR
II
HAVING CONTROL OF, BEING CONTROLLED BY, OR BEING OTHERWISE
CONNECTED WITH, THE PRIMARY PERSON OR BEING CONTROLLED BY THE SAME PERSON AS THE
PRIMARY PERSON, FOR ANY TAX PURPOSE;
2.1.3
ANY STAMP DUTY WHICH IS CHARGEABLE ON ANY INSTRUMENT (OTHER THAN
THE HIVE-DOWN AGREEMENT AND EXCLUDING ANY STAMP DUTY PAYABLE BY REASON OF THE
TRANSFER OF THE SHARES TO THE PURCHASER) OR, IN THE CASE OF AN INSTRUMENT WHICH
IS OUTSIDE THE UNITED KINGDOM, ANY STAMP DUTY WHICH WOULD BE CHARGEABLE ON THE
INSTRUMENT IF IT WERE BROUGHT INTO THE UNITED KINGDOM, IN EITHER CASE WHICH
CONFERS ANY RIGHT OR TITLE ON THE GROUP COMPANY OR IN THE ENFORCEMENT OR
PRODUCTION OF WHICH THE GROUP COMPANY IS INTERESTED AND ANY INTEREST, FINES OR
PENALTIES RELATING TO SUCH STAMP DUTY SHALL BE TREATED AS A LIABILITY FOR TAX OF
THE GROUP COMPANY WHETHER OR NOT SUCH INSTRUMENT IS SUBMITTED FOR STAMPING;
2.1.4
ANY STAMP DUTY WHICH IS CHARGEABLE ON THE HIVE-DOWN AGREEMENT AND
ANY INTEREST, FINES OR PENALTIES RELATING TO SUCH STAMP DUTY PROVIDED THAT THE
COVENANTOR SHALL HAVE NO LIABILITY UNDER THIS PARAGRAPH IF THE PURCHASER OR ANY
GROUP COMPANY SUBMITS THE HIVE-DOWN AGREEMENT FOR STAMPING FOR ANY REASON OTHER
THAN FOR THE PURPOSES OF COURT PROCEEDINGS, TO PROVE TITLE TO AN ASSET WHERE THE
PROOF OF SUCH TITLE IS, IN THE PURCHASER'S REASONABLE OPINION REQUIRED AND A
COPY OF THE HIVE-DOWN AGREEMENT IS NOT SUFFICIENT, OR WHERE THE ORIGINAL
HIVE-DOWN AGREEMENT IS REQUIRED BY THE INLAND REVENUE OR HM CUSTOMS & EXCISE;
2.1.5
ANY LIABILITY FOR TAX RESULTING FROM ANY SHARES ISSUED OR SHARE
OPTIONS GRANTED ON OR BEFORE COMPLETION TO THE OPTION HOLDERS WHETHER THE SHARES
ARE OR WILL BE ISSUED AT A DISCOUNT TO THEIR MARKET VALUE AT THE DATE OF ISSUE
OR OTHERWISE AND WHETHER OR NOT THE TAX PAID, BORNE OR PAYABLE BY THE COMPANY IS
OR WILL BE PRIMARILY CHARGEABLE TO THE COMPANY;
2.1.6
ALL REASONABLE COSTS AND EXPENSES PROPERLY INCURRED BY ANY GROUP
COMPANY OR THE PURCHASER IN CONNECTION WITH ANY LIABILITY FOR TAX;
2.2
EACH OF THE COVENANTS CONTAINED IN PARAGRAPH 2.1.1 TO 2.1.6 SHALL
BE CONSTRUED AS GIVING RISE TO SEPARATE AND INDEPENDENT OBLIGATIONS AND SHALL
NOT BE RESTRICTED BY THE OTHER SAVE THAT (FOR THE AVOIDANCE OF DOUBT) ANY
PAYMENT BY THE COVENANTOR IN RESPECT OF A LIABILITY UNDER ONE COVENANT SHALL
DISCHARGE ANY LIABILITY UNDER THE OTHER TO THE EXTENT OF SUCH PAYMENT AND
INSOFAR AS IT ARISES FROM THE SAME SUBJECT MATTER.
2.3
WITHOUT LIMITING THIS CLAUSE 2, ANY PAYMENT UNDER THIS SCHEDULE
SHALL, SO FAR AS IT IS POSSIBLE, BE TREATED AS AN ADJUSTMENT TO THE
CONSIDERATION PAID BY THE