Common use of Following Completion Clause in Contracts

Following Completion. the Buyer shall (and shall procure that its Related Persons shall): (a) allow the Seller Parent and its representatives full control of the NHC Mobilisation, including direct consultation with representatives of Qatargas, all suppliers, contractors, workers and employees providing services to the NHC Rig during the NHC Mobilisation; (b) promptly provide the Seller Parent all information in its possession reasonably required by the Seller Parent in connection with the NHC Mobilisation; (c) promptly provide the Seller Parent details of any communication received from Qatargas in connection with the NHC Mobilisation; (d) promptly notify the Seller Parent in writing of any proposed meeting with representatives of Qatargas in connection with the NHC Mobilisation and allow any person nominated by the Seller Parent to attend such meeting (whether in person, by telephone or by other means); (e) to the extent within its power to do so, take any action reasonably required by the Seller Parent in connection with the NHC Mobilisation; (f) not amend the terms of the NHC Drilling Agreement, including the time of delivery of the NHC Rig; (g) use all reasonable endeavours to procure that each of its employees, workers, contractors or representative on board the NHC Rig during the NHC Mobilisation to take all instructions of the Seller Parent or its representatives (provided that such instructions are in accordance with applicable law and the safety manuals relating to the NHC Rig); (h) ensure that during the NHC Mobilisation, employees and other workers (in seniority and number) as reasonably requested by the Seller Parent shall be available on the NHC Rig; and (i) be responsible for all fees, costs and expenses of operating the NHC Rig during the period of mobilisation, including the fees, costs and expenses relating to its workers, provided that the Buyer shall not be responsible for: (i) the fees, costs and expenses set out in clause 15.1; or (ii) the cost of any outstanding part forming part of the NHC Mobilisation which has been ordered but not yet delivered at the NHC Acceptance Time.

Following Completion. (i) Nyrstar shall be responsible for, and will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Buyer shall Company for all periods ending on or prior to the Closing Date. Nyrstar will permit the Purchaser to review and comment on each such Tax Return (to the extent not filed as of Completion) described in the preceding sentence prior to filing. Notwithstanding any other provision of this Agreement except paragraph (vi), Nyrstar will pay the cost of all such filings and shall procure will pay any Taxes, penalties and interest arising from such filing or arising from any failure to file or that its Related Persons shall): are otherwise a Liability relating to Taxes with respect to a period ending on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (a) allow the Seller Parent including reasonable access to employees and its representatives full control records of the NHC Mobilisation, including direct consultation Company) in connection with representatives the preparation of Qatargas, all suppliers, contractors, workers and employees providing services to the NHC Rig during the NHC Mobilisationsuch Tax Returns; (bii) promptly without limiting the Purchaser’s obligations under clause 3(c), each party shall be responsible for the payment of the Taxes for which it is liable as taxpayer (contribuyente) under Applicable Law as a consequence of the execution and performance of this Agreement, except to the extent this Agreement provides otherwise; (iii) if the Company or the Purchaser, at any time after Completion, is required by any Governmental Body to pay any Taxes owing by Nyrstar in respect of Nyrstar’s sale of the Purchased Shares to the Purchaser, including amounts payable to Nyrstar under a Transaction Document, in all cases beyond those Taxes for which the Purchaser has already withheld taxes under clause 3(c) then the Company shall have the right to pay the Taxes on Nyrstar’s behalf and Nyrstar shall reimburse the Company for such payment; (iv) the Purchaser will be responsible for and will prepare or cause to be prepared and file or caused to be filed all Tax Returns for the Company for all periods ending after the Closing Date. In relation to all Tax Returns relating to the period in which Completion occurs, the Purchaser will permit Nyrstar to review and comment on each such Tax Return. Notwithstanding any other provision of this Agreement, the Purchaser will pay the cost of all such filings and will pay any taxes, penalties and interest arising from such filing or arising from any failure to file or that are otherwise a Liability relating to Taxes with respect to a period ending after the Closing Date. Nyrstar must provide to the Seller Parent Purchaser all information in its possession and assistance reasonably required by the Seller Parent Purchaser (including reasonable access to employees and records of the Company) in connection with the NHC Mobilisationpreparation of such Tax Returns for a period of two years after Completion; (cv) promptly provide the Seller Parent details of any communication received from Qatargas each party will cooperate reasonably with each other party in connection with the NHC Mobilisation; filing of Tax Returns pursuant to clause 5(h)(i) and 5(h)(iv) and any audit, litigation or other proceeding with respect to Taxes relating to the period before Completion. Such cooperation will include the retention and (dupon a party’s request) promptly notify the Seller Parent in writing provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any proposed meeting with representatives of Qatargas in connection with the NHC Mobilisation and allow any person nominated by the Seller Parent to attend such meeting material provided hereunder. Each party will: (whether in person, by telephone or by other means); (ei) to the extent within its power not provided to do soanother party under this Agreement, retain all Books and Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by another party, any extensions thereof) of the respective taxable periods (without limiting a party’s obligations to deliver Books and Records under this Agreement), and will provide another party with copies of those Books and Records upon request by that other party, and will abide by all record retention agreements entered into with any Governmental Body; (ii) give each other party reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if another party so requests, it will allow the other party to take any action reasonably required by the Seller Parent in connection with the NHC Mobilisationpossession of such Books and Records; (fvi) not the Company will not, without first reasonably consulting with Nyrstar and otherwise without Nyrstar’s prior written consent, re- file or amend any Tax Returns for the terms of Company for any periods ending on or prior to the NHC Drilling AgreementClosing Date, including the time of delivery of the NHC Rig; (g) use all reasonable endeavours to procure that each of its employees, workers, contractors or representative on board the NHC Rig during the NHC Mobilisation to take all instructions of the Seller Parent or its representatives (provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such instructions are a Tax Return needs to be re-filed or amended because of an error which occurred in accordance with applicable law a filing before Completion. Nyrstar will only be responsible for the costs of any re-filing or amendment or any Taxes, penalties and interest arising from such re-filing or amendment, if the safety manuals relating re-filing or amendment is necessary to correct an error in the NHC Rig); (h) original filing. The Purchaser will ensure that during the NHC Mobilisation, employees and other workers Company complies with this paragraph (in seniority and number) as reasonably requested by the Seller Parent shall be available on the NHC Rigb)(vi); and (vii) without limiting the obligations of Nyrstar in paragraph (i), Nyrstar will pay to and indemnify and save harmless the Company from any Taxes assessed against or payable by the Company that relate to the Reorganization Plan, whether or not such Taxes relate to a period ending prior to or after Completion; and (viii) be responsible for all feesNyrstar will pay to and indemnify and save harmless the Purchaser from any Taxes assessed against or payable by the Purchaser that relate to the Reorganization Plan, costs and expenses of operating whether or not such Taxes relate to a period ending prior to or after the NHC Rig during the period of mobilisation, including the fees, costs and expenses relating to its workersCompletion, provided that the Buyer shall Purchaser agrees that the indemnification will not be responsible forapply to any Taxes attributable to: (iA) any actions taken by the feesPurchaser that are outside the scope of the Reorganization Plan, costs and expenses set out in clause 15.1otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or (iiB) any repatriation of funds from the cost Company to the Purchaser or to any Related Body Corporate of any outstanding part forming the Purchaser that is completed subsequent to the Completion of and that is not part of the NHC Mobilisation which has been ordered but not yet delivered at the NHC Acceptance TimeReorganization Plan.

Following Completion. (i) Nyrstar shall be responsible for, and will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Buyer shall Company for all periods ending on or prior to the Closing Date. Nyrstar will permit the Purchaser to review and comment on each such Tax Return (to the extent not filed as of Completion) described in the preceding sentence prior to filing. Notwithstanding any other provision of this Agreement except paragraph (vi), Nyrstar will pay the cost of all such filings and shall procure will pay any Taxes, penalties and interest arising from such filing or arising from any failure to file or that its Related Persons shall): are otherwise a Liability relating to Taxes with respect to a period ending on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (a) allow the Seller Parent including reasonable access to employees and its representatives full control records of the NHC Mobilisation, including direct consultation Company) in connection with representatives the preparation of Qatargas, all suppliers, contractors, workers and employees providing services to the NHC Rig during the NHC Mobilisationsuch Tax Returns; (bii) promptly without limiting the Purchaser’s obligations under clause 3(c), each party shall be responsible for the payment of the Taxes for which it is liable as taxpayer (contribuyente) under Applicable Law as a consequence of the execution and performance of this Agreement, except to the extent this Agreement provides otherwise; (iii) if the Company or the Purchaser, at any time after Completion, is required by any Governmental Body to pay any Taxes owing by Nyrstar in respect of Nyrstar’s sale of the Purchased Shares to the Purchaser, including amounts payable to Nyrstar under a Transaction Document, in all cases beyond those Taxes for which the Purchaser has already withheld taxes under clause 3(c) then the Company shall have the right to pay the Taxes on Nyrstar’s behalf and Nyrstar shall reimburse the Company for such payment; (iv) the Purchaser will be responsible for and will prepare or cause to be prepared and file or caused to be filed all Tax Returns for the Company for all periods ending after the Closing Date. In relation to all Tax Returns relating to the period in which Completion occurs, the Purchaser will permit Nyrstar to review and comment on each such Tax Return. Notwithstanding any other provision of this Agreement, the Purchaser will pay the cost of all such filings and will pay any taxes, penalties and interest arising from such filing or arising from any failure to file or that are otherwise a Liability relating to Taxes with respect to a period ending after the Closing Date. Nyrstar must provide to the Seller Parent Purchaser all information in its possession and assistance reasonably required by the Seller Parent Purchaser (including reasonable access to employees and records of the Company) in connection with the NHC Mobilisationpreparation of such Tax Returns for a period of two years after Completion; (cv) promptly provide the Seller Parent details of any communication received from Qatargas each party will cooperate reasonably with each other party in connection with the NHC Mobilisation; filing of Tax Returns pursuant to clause 5(h)(i) and 5(h)(iv) and any audit, litigation or other proceeding with respect to Taxes relating to the period before Completion. Such cooperation will include the retention and (dupon a party’s request) promptly notify the Seller Parent in writing provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any proposed meeting with representatives of Qatargas in connection with the NHC Mobilisation and allow any person nominated by the Seller Parent to attend such meeting material provided hereunder. Each party will: (whether in person, by telephone or by other means); (ei) to the extent within its power not provided to do soanother party under this Agreement, retain all Books and Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by another party, any extensions thereof) of the respective taxable periods (without limiting a party’s obligations to deliver Books and Records under this Agreement), and will provide another party with copies of those Books and Records upon request by that other party, and will abide by all record retention agreements entered into with any Governmental Body; (ii) give each other party reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if another party so requests, it will allow the other party to take any action reasonably required by the Seller Parent in connection with the NHC Mobilisationpossession of such Books and Records; (fvi) not the Company will not, without first reasonably consulting with Nyrstar and otherwise without Nyrstar’s prior written consent, re- file or amend any Tax Returns for the terms of Company for any periods ending on or prior to the NHC Drilling AgreementClosing Date, including the time of delivery of the NHC Rig; (g) use all reasonable endeavours to procure that each of its employees, workers, contractors or representative on board the NHC Rig during the NHC Mobilisation to take all instructions of the Seller Parent or its representatives (provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such instructions are a Tax Return needs to be re-filed or amended because of an error which occurred in accordance with applicable law a filing before Completion. Nyrstar will only be responsible for the costs of any re-filing or amendment or any Taxes, penalties and interest arising from such re-filing or amendment, if the safety manuals relating re-filing or amendment is necessary to correct an error in the NHC Rig); (h) original filing. The Purchaser will ensure that during the NHC Mobilisation, employees and other workers Company complies with this paragraph (in seniority and number) as reasonably requested by the Seller Parent shall be available on the NHC Rigb)(vi); and (vii) without limiting the obligations of Nyrstar in paragraph (i), Nyrstar will pay to the Company and indemnify and save the Company harmless from any Taxes assessed against or payable by the Company that relate to the Reorganization Plan, whether or not such Taxes relate to a period ending prior to or after the Completion; and (viii) be responsible for all feesNyrstar will pay to and indemnify and save harmless the Purchaser from any Taxes assessed against or payable by the Purchaser that relate to the Reorganization Plan, costs and expenses of operating whether or not such Taxes relate to a period ending prior to or after the NHC Rig during the period of mobilisation, including the fees, costs and expenses relating to its workersCompletion, provided that the Buyer shall Purchaser agrees that the indemnification will not be responsible forapply to any Taxes attributable to: (iA) any actions taken by the feesPurchaser that are outside the scope of the Reorganization Plan, costs and expenses set out in clause 15.1otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or (iiB) any repatriation of funds from the cost Company to the Purchaser or to any Related Body Corporate of any outstanding part forming the Purchaser that is completed subsequent to the Completion of and that is not part of the NHC Mobilisation which has been ordered but not yet delivered at the NHC Acceptance TimeReorganization Plan.