Common use of Following Completion Clause in Contracts

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 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 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 on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns; (ii) 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 Purchaser all information in its possession and assistance reasonably required by the Purchaser (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns for a period of two years after Completion; (v) each party will cooperate reasonably with each other party in connection with the 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 (upon a party’s request) the 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 material provided hereunder. Each party will: (i) to the extent not provided to another 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 possession of such Books and Records; (vi) 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 Company for any periods ending on or prior to the Closing Date, provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such a Tax Return needs to be re-filed or amended because of an error which occurred in 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 re-filing or amendment is necessary to correct an error in the original filing. The Purchaser will ensure that the Company complies with this paragraph (b)(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) Nyrstar 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, whether or not such Taxes relate to a period ending prior to or after the Completion, provided that the Purchaser agrees that the indemnification will not apply to any Taxes attributable to: (A) any actions taken by the Purchaser that are outside the scope of the Reorganization Plan, and otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or (B) any repatriation of funds from the Company to the Purchaser or to any Related Body Corporate of the Purchaser that is completed subsequent to the Completion of and that is not part of the Reorganization Plan.

Following Completion. the Sellers shall keep the Buyer’s Group reasonably informed of the settlement of the Excluded InfraCo Payables and Excluded InfraCo Receivables and shall promptly provide such information in relation thereto as the Buyer may reasonably request in writing (i) Nyrstar shall be responsible forincluding for example details of the amounts settled, the date of settlement and will prepare or cause to be prepared any amounts still outstanding). If and file or cause to be filed all Tax Returns for the 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 that, following Completion) described in , the preceding sentence prior Sellers’ Group fails to filing. Notwithstanding pay when due any other provision of this Agreement except paragraph (vi)Excluded InfraCo Payable, Nyrstar 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 on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (including reasonable access to employees and records member of the Company) Buyer’s Group may notify the Principal Seller in connection with the preparation writing of such Tax Returns; (ii) 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 its intention to pay the Taxes relevant supplier the amount due (the “Buyer’s Direct Payment Notice”). If the Sellers’ Group fails to make such payment within five (5) Business Days after and excluding the date on Nyrstarwhich the Principal Seller receives the Buyer’s behalf Direct Payment Notice, a member of the Buyer’s Group may (at its sole discretion) elect to pay the relevant supplier the amount due (the “Unpaid Excluded InfraCo Payable”) and Nyrstar the Sellers shall (or shall procure that a member of the Sellers’ Group shall) promptly, and in any event within five (5) Business Days following receipt of a written notice from the Buyer of the amount of the Unpaid Excluded InfraCo Payable, reimburse the Company for such payment; Buyer (ivor relevant member of the Buyer’s Group) 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 full amount of the Closing DateUnpaid Excluded InfraCo Payable. In relation The provisions of Schedule 23 shall apply 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 this paragraph 2.4 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 Purchaser all information in its possession and assistance reasonably required by the Purchaser (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns for a period of two years after Completion; (v) each party will cooperate reasonably with each other party in connection with the 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 (upon a party’s request) the 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 material provided hereunder. Each party will: (i) to the extent not provided to another 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 possession of such Books and Records; (vi) 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 Company for any periods ending on or prior to the Closing Date, provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such a Tax Return needs to be re-filed or amended because of an error which occurred in 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 re-filing or amendment is necessary to correct an error in the original filing. The Purchaser will ensure that the Company complies with this paragraph (b)(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) Nyrstar 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, whether or not such Taxes relate to a period ending prior to or after the Completion, provided that the Purchaser agrees that the indemnification will not apply to any Taxes attributable to: (A) any actions taken by the Purchaser that are outside the scope of the Reorganization Plan, and otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or (B) any repatriation of funds from the Company to the Purchaser or to any Related Body Corporate of the Purchaser that is completed subsequent to the Completion of and that is not part of the Reorganization PlanSchedule 27.

Following Completion. (i) Nyrstar there shall be responsible for, a weekly meeting between the representatives of the Seller and will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the 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 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 on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (including reasonable access to employees and records collection of the Company) in connection with the preparation of such Tax Returns; (ii) without limiting the Purchaser’s obligations under clause 3(c), each party shall be responsible for Collectible Debts and the payment of the Taxes for which it is liable as taxpayer Trade Payables. At the weekly meeting, the following shall take place: (contribuyentea) under Applicable Law as the Purchaser shall present the Seller with a consequence revised Debtors List, showing all Collectible Debts that are outstanding, together with a reconciliation of the execution amounts paid into the Seller's Account with the movements from the previous Debtors List and performance details of this Agreement, except to the extent this Agreement provides otherwiseall Mistaken Payments; (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; (ivb) the Purchaser will Seller shall be responsible for and will prepare or cause entitled 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 approve any other provision adjustment 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 Purchaser all information in its possession and assistance reasonably required over (pound)1,000 by the Purchaser (including reasonable access discounts for early payment) to employees any Collectible Debt (it being acknowledged and records agreed by the Seller that notwithstanding the foregoing no such approval shall be required for any such adjustment which is in accordance with the terms of the Company) in connection contract with the preparation debtor or of such Tax Returns for a period of two years after Completionan amount equal to or less than(pound)1,000); (vc) each party will cooperate reasonably with each other party the Purchaser and the Seller shall agree the allocation of the payments into the Seller's Account referred to in connection with the filing of Tax Returns pursuant to clause 5(h)(isubclauses (4)(c) and 5(h)(iv(d) above and any audit, litigation or other proceeding with respect agree the payment to Taxes relating be made to the period before CompletionPurchaser (the "Payments to Purchaser"). Such cooperation will include The failure to agree on the retention and (upon a party’s request) the 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 allocation of any material provided hereunder. Each party will: (i) particular payment shall not delay the payment to the extent not provided to another 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 Purchaser 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 Payments to transferring, destroying or discarding any such Books and Records and, if another party so requests, it will allow the other party to take possession of such Books and RecordsPurchaser which have been agreed; (vid) the Company will notSeller and the Purchaser shall review what action should be taken in respect of outstanding Collectible Debts. If the Seller (acting in a reasonable and proper manner) wishes to commence legal action in respect of any Collectible Debt, without first reasonably consulting it shall so notify the Purchaser at the weekly meeting and the Purchaser shall have until the next weekly meeting to elect by irrevocable notice to either allow the Seller to pursue what action it considers necessary in respect of the Collectible Debt or to purchase the Collectible Debt from the Seller at its outstanding face value (less any applicable discounts, partial payments or rebates agreed by the Seller with Nyrstar the debtor in writing) against delivery of a legal assignment thereof, and otherwise without Nyrstar’s prior written consentif the Purchaser fails to give such notice within such period the Seller shall be entitled to pursue any such action as it considers necessary. Any Collectible Debt so purchased by the Purchaser is hereinafter referred to as a "Transfer Debt"; (e) the Purchaser shall present the Seller with a revised Creditors List, re- file or amend showing all the Trade Payables that are outstanding together with reconciliation of the Creditors Payment (as defined in subclause (6)(g) below) since the previous Creditors List with the movements from the Creditors List; (f) the Seller shall be entitled to approve any Tax Returns for adjustment of over (pound)1,000 by the Company Purchaser of any Trade Payable (it being acknowledged and agreed by the Seller that notwithstanding the foregoing no such approval shall be required for any periods ending on such adjustment which is in accordance with the terms of the contract with the creditor or prior to the Closing Date, provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such a Tax Return needs to be re-filed or amended because of an error which occurred in a filing before Completion. Nyrstar will only be responsible for the costs of any re-filing amount equal to or amendment or any Taxes, penalties and interest arising from such re-filing or amendment, if the re-filing or amendment is necessary to correct an error in the original filing. The Purchaser will ensure that the Company complies with this paragraph (b)(viless than(pound)1,000); and (viig) without limiting the obligations of Nyrstar in paragraph (i), Nyrstar will pay to the Company Seller 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) Nyrstar will pay to and indemnify and save harmless the Purchaser from any Taxes assessed against or payable by shall agree the amounts falling due for payment in respect of Trade Payables before the next meeting (the "Creditors Payment") and where the Seller and the Purchaser that relate to the Reorganization Plan, whether or cannot such Taxes relate to a period ending prior to or after the Completion, provided that the Purchaser agrees that the indemnification will not apply to reach agreement over any Taxes attributable to: (A) any actions taken by the Purchaser that are outside the scope of the Reorganization Plan, and otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or (B) any repatriation of funds Trade Payables they shall be removed from the Company to Creditors List and the Purchaser or to any Related Body Corporate of the Purchaser that is completed subsequent to the Completion of and that is not part of the Reorganization PlanSeller shall discharge such debt.

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 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 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 on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns; (ii) 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 Purchaser all information in its possession and assistance reasonably required by the Purchaser (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns for a period of two years after Completion; (v) each party will cooperate reasonably with each other party in connection with the 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 (upon a party’s request) the 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 material provided hereunder. Each party will: (i) to the extent not provided to another 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 possession of such Books and Records; (vi) 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 Company for any periods ending on or prior to the Closing Date, provided that Nyrstar may not unreasonably withhold its consent if the Company reasonably believes such a Tax Return needs to be re-filed or amended because of an error which occurred in 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 re-filing or amendment is necessary to correct an error in the original filing. The Purchaser will ensure that the Company complies with this paragraph (b)(vi); and (vii) without limiting the obligations of Nyrstar in paragraph (i), Nyrstar will pay to the Company and indemnify and save harmless 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) Nyrstar 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, whether or not such Taxes relate to a period ending prior to or after the Completion, provided that the Purchaser agrees that the indemnification will not apply to any Taxes attributable to: (A) any actions taken by the Purchaser that are outside the scope of the Reorganization Plan, and otherwise not a necessary consequence of completion of the Reorganization Plan, that gives rise to Taxes assessed against or payable by the Purchaser; or (B) any repatriation of funds from the Company to the Purchaser or to any Related Body Corporate of the Purchaser that is completed subsequent to the Completion of and that is not part of the Reorganization Plan.