OR INCURRED BY THE SELLER GROUP ARISING OUT OF THE
IMPLEMENTATION OF ANY ACTION TAKEN IN ACCORDANCE WITH THE PROXY REFERRED TO IN
CLAUSE 9.1(A).
9.2
ACCESS TO RECORDS BY SELLER
(A)
THE BUYER MUST TAKE REASONABLE STEPS TO
PROCURE THAT ALL BUSINESS RECORDS DELIVERED TO THE BUYER AT COMPLETION ARE
PRESERVED IN RESPECT OF THE PERIOD ENDING ON THE COMPLETION DATE UNTIL THE
EARLIER OF:
(1)
6 YEARS FROM THE COMPLETION DATE; AND
(2)
ANY DATE REQUIRED BY AN APPLICABLE LAW.
(B)
AFTER COMPLETION THE BUYER MUST, ON
REASONABLE NOTICE FROM THE SELLER:
(1)
PROVIDE THE SELLER AND ITS ADVISERS WITH
REASONABLE ACCESS TO THE BUSINESS RECORDS REFERRED TO IN CLAUSE 9.2(A) AND ALLOW
THE SELLER TO INSPECT AND OBTAIN COPIES OR CERTIFIED COPIES OF THE BUSINESS
RECORDS AT THE SELLER'S EXPENSE; AND
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(2)
PROVIDE THE SELLER AND ITS ADVISERS WITH
REASONABLE ACCESS TO THE PERSONNEL AND PREMISES OF THE BUYER GROUP MEMBERS AND
THE SALE ENTITY,
for the purpose of assisting the Seller Group Members to prepare tax returns,
accounts and other financial statements, discharge statutory obligations or
comply with Tax, Duty or other legal requirements or to conduct legal or
arbitration proceedings with third parties.
(C)
THE SELLER MUST REIMBURSE THE BUYER FOR ITS
REASONABLE COSTS IN RETRIEVING ANY BUSINESS RECORDS AND MAKING PERSONNEL AND
PREMISES AVAILABLE UNDER THIS CLAUSE 9.2.
(D)
THE BUYER IS NOT OBLIGED TO WAIVE LEGAL
PROFESSIONAL PRIVILEGE. THE SELLER MUST COMPLY WITH ANY REASONABLE STEPS
REQUESTED BY THE BUYER TO PRESERVE CONFIDENTIALITY.
(E)
THE BUYER AGREES THAT THE SELLER MAY RETAIN
COPIES OF ANY BUSINESS RECORDS WHICH IT MAY REQUIRE TO ENABLE IT TO COMPLY WITH
ANY APPLICABLE LAW AFTER THE COMPLETION DATE.
10
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.
(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.
11
GUARANTEE BY SELLER'S GUARANTOR
11.1
GUARANTEE AND INDEMNITY
The Seller's Guarantor:
(A)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEES
TO THE BUYER ON DEMAND, THE DUE AND PUNCTUAL PERFORMANCE OF THE SELLER'S
OBLIGATIONS UNDER THIS AGREEMENT; AND
(B)
AS A SEPARATE AND ADDITIONAL LIABILITY,
INDEMNIFIES THE BUYER AGAINST ALL LOSS, ACTIONS, PROCEEDINGS AND JUDGMENTS OF
ANY NATURE, INCURRED BY, BROUGHT, MADE OR RECOVERED AGAINST THE BUYER ARISING
FROM ANY DEFAULT OR DELAY IN THE DUE AND PUNCTUAL PERFORMANCE OF THE SELLER'S
OBLIGATIONS UNDER THIS AGREEMENT.
11.2
EXTENT OF GUARANTEE AND INDEMNITY
The liability of the Seller's Guarantor under this clause 11 is not affected by
anything which, but for this clause 11 might operate to release or exonerate the
12
Seller's Guarantor in whole or in part from its obligations including any of the
following, whether with