Common use of Goods and Services Tax Clause in Contracts

Goods and Services Tax. 23.1 Any sums payable by either Party (“Paying Party”) under this Agreement shall, as between the Parties, be exclusive of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) by the tax Authorities on or calculated by reference to the amount of such sums payable by the Paying Party (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 (“GST”) a) for the acquisition of such goods or services; or b) had the compensation been used to acquire such goods or services. AIG Malaysia will apply the Limits of Liability shown in this Policy or the Schedule before any reduction on account of the input tax credit amount you or Insured are/is, or would be entitled to. Where the Limit of Liability shown in this Policy or in the Schedule is not sufficient to cover your Loss, AIG Malaysia will only pay an amount for GST that relates to AIG Malaysia’s proportion of the Loss. Any sums fines or penalties imposed by the relevant authorities upon AIG Malaysia arising from your or Insured failure to inform or the provision of wrong GST status or information relating to you or Insured, shall be payable by either Party (“Paying Party”the Insured, and AIG Malaysia shall have the right to recover from you or Insured. The Company will indemnify the Insured Member for loss incurred which the Insured Member is entitled to indemnity for: a) under this Agreement shall, as between loss of Waivable Charges due to the Parties, be exclusive Insured or for which they are legally responsible caused by any act of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) Theft committed by the tax Authorities on or calculated Insured Person; and b) Loss of Waivable Charges due to the Insured for which they are legally responsible caused by reference any of the unauthorized transactions carried out by employees of the Insured Members utilizing the Payment Card issued by the Insured. For the avoidance of doubt”unauthorized transactions” in this clause would mean that any transactions which are not authorised by the Insured Member and was used by the employees of the Insured Members for their personal gain. c) auditor’s fees incurred to substantiate the amount of such sums payable claim, provided that: i) the Waivable Charges are billed up to 75 days preceeding the Waiver Date and notified by the Paying Party Insured Member to the Insured by means of Waiver Request Letter on or within 14 days of the Waiver Date; ii) are incurred but are not yet billed as of the Waiver Date or up to 14 days after the date on which the Insured received a request to cancel the Insured Person’s Payment Cards whichever occurs first; iii) are discovered not later than 75 days after the termination of this policy or termination of the insurance in respect of the Insured Member employing the Insured person concerned with the loss, whichever occurs first; iv) The total amount of benefits, under (or any part thereofa) (b) and (c) inclusive of the Paying Party auditors’ fees shall pay all such GST or reimburse not exceed the other Party (“Receiving Party”) for coverage limits shown in the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice Limits table below. subject to the Paying Party for such GST payableterms and conditions of this Master Policy. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums (a) Unless otherwise indicated, all amounts payable by either Party (“Paying Party”) one party to the other party in relation to a supply under this Agreement shall, as between the Parties, be have been calculated exclusive of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) by the tax Authorities on or calculated by reference to the amount of such sums payable by the Paying Party (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be imposed on the supply. (b) If any supply made under this Agreement is, or becomes, subject to GST, the party to whom the supply is made (“Recipient”) must pay to the party making the supply (“Supplier”), as consideration, in addition to any consideration payable or to be paid or borne provided elsewhere in this Agreement, subject to issuing a Valid Tax Invoice, an additional amount on account of GST, such amount to be calculated by multiplying the consideration by the Lessor. The Lessee shall applicable rate of GST. (c) Any amount in respect of GST payable under clause 25.2 must be paid to the Supplier immediately on receipt of the Valid Tax Invoice. (d) If any party is required to reimburse or indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered other party for a cost or expense (“Cost”) incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GSTother party, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such that Cost for the purpose of this Agreement is the amount of the Cost incurred, less the amount of any credit for, or refund of, GST, which the party incurring the Cost is entitled to claim in respect of the Cost. (e) If GST which may be is linked with the abolition or is to be paid or borne reduction of other taxes and charges, all amounts payable by the Lessee. The Lessor shall indemnify and hold harmless Recipient to the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred Supplier under this Agreement (excluding GST) must be reduced by the Lessee resulting from any failure or delay on same proportion as the part actual total costs of the Lessor in Supplier (excluding GST) are reduced either directly as a result of the payment abolition or reduction of other taxes and discharge charges payable by the Supplier or indirectly by way of any such reduction in prices (excluding GST, provided that the Lessee has furnished ) charged to the Lessor Supplier. Both parties must also comply with relevant provisions of the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight Trade Practices Act 1974 (28Cth). Signature of witness Signature of delegated officer Name of officer (print) days for payment Name of such GST.witness (print) Position of officer Signature of witness Signature of delegated officer Name of officer (print) Name of witness (print) Position of officer

Goods and Services Tax. 23.1 Any sums (a) Unless otherwise stated, all amounts payable by either Party (“Paying Party”) or the value of other consideration provided in respect of the supplies made under this Agreement shall, as between the Parties, be Contract are exclusive of GST. (b) If a supply under this Contract is subject to GST then the recipient of the supply must pay, in addition to the other consideration payable or to be provided for the supply, an additional amount equal to the GST.‌ (c) Where any applicable GST which may from time amount is payable to time be imposed a Party as a reimbursement, indemnification or charged (including any subsequent revisions thereto) by the tax Authorities on or similar payment calculated by reference to a loss, cost, expense or any other amount incurred by that Party, then such amount must be reduced by any part of that loss, cost expense or other amount which is attributable to GST for which that Party, or the representative member of any GST group of which that Party is a member, is entitled to an input tax credit. (d) The additional amount payable under clause 16.6(b) is payable at the same time as the payment to which it relates is payable. Where any GST payable is not referable to an actual payment then it is payable within 10 days of a Tax Invoice being issued by the Party making the supply. (e) Where in relation to this Contract a Party makes a taxable supply, that Party must provide a Tax Invoice in respect of that supply at or before the time the payment to which the supply relates is payable. (f) If a Party becomes aware of an adjustment event, that party agrees to notify the other Party as soon as practicable after becoming so aware, and the Parties agree to take whatever steps are necessary, including the issue of an adjustment note, and to make whatever adjustments are required, to ensure that any GST or additional GST on that supply or any refund of any GST (or part thereof) is paid as soon as is practicable but no later than 14 days after the Supplier has satisfied itself that the adjustment event has occurred.‌ (g) If an amount is paid by a Party under this Contract as an additional amount under clause 16.6(b) and the amount of such sums GST is not payable or the amount of GST is less than or greater than the additional amount paid, the payer must pay the difference to the supplier or shall be entitled to recover the amount paid from the supplier by serving notice on the Paying Party supplier (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payablerequire). 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums payable Notwithstanding anything contained in this contract, the following clauses shall come into effect on the introduction of Goods and Services Tax (‘GST’) in India and shall supersede all other clauses to the extent covered in this clause: ‘Indirect Taxes’ shall include Central Goods and Services Tax (‘CGST’) , Integrated Goods and Services Tax (‘IGST’), State Goods and Services Tax (‘SGST’) levied by either Party the States, Union Territory Goods and Services Tax (“Paying Party”‘UTGST’) levied by the Union Territories, allied cesses, duties and taxes (hereinafter collectively referred to as ‘GST Laws’) In respect of the ‘Price’ for the scope under this Agreement shall, as between the Parties, Contract: ‘Price’ shall in principle be exclusive of all Indirect Taxes applicable on the Scope of this contract, whether the statutory liability to discharge such Indirect Taxes is on Shell or Buyer. Only in cases advised by Shell will prices be inclusive of GST. Shell shall intimate the Buyer regarding the change in Indirect Taxes applicable on the Scope of the contract Buyer shall be liable to reimburse Shell for any applicable increase in any non-creditable taxes on account of introduction of GST which Laws for any procurements made by Shell for the Scope under this Contract Buyer shall deduct/ withhold any Indirect Taxes, in the manner as may be prescribed under GST Laws, from time the Price payable to time be imposed Shell and shall furnish appropriate documentation for the same Shell and Buyer to mutually agree upon the Place of Supply for the Scope under this Contract in accordance with the GST Laws In respect of input tax credits: Parties shall mutually agree the timelines and mechanism for reconciling the mismatches between Shell’s and Xxxxx’s disclosures in the statutory returns In the event of discrepancy between invoice or charged (including any subsequent revisions thereto) other document reported by the tax Authorities on or calculated by reference to Shell in the amount of such sums payable by the Paying Party (or any part thereofstatutory return(s) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights electronic credit register of the Lessor under this Clause 23 Buyer, Shell shall be in addition and without prejudice responsible to any other rights or powers rectify such discrepancy within 30 days of identification the same by either of the Lessor under any applicable order or directive of the Authorities or any Law, parties Shell shall be entitled to recover from the Lessee Buyer any additional Indirect Taxes in relation to the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part Scope of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished Contract with respect to the Lessee transition stock or during the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTtransition period. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums payable 9.1 Notwithstanding any other provision of this Agreement, if any Supply to the Corporation in consideration for granting of the Funds is deemed to be a Taxable Supply for the purposes of the GST Law and the KSC is or becomes liable to pay GST; (a) The Funds will, subject to clauses 9.1(b), or 9.1(c), 9.4, 9.5 or 9.6, be increased by either Party any such GST liability of the KSC, provided that the Supply is deemed to be a Creditable Acquisition so that the Corporation will be entitled to receive an Input Tax Credit; (“Paying Party”b) Where the KSC is a member of the Recipient Created Tax Invoice Scheme the Corporation will issue a receipt credit tax invoice in respect of such Taxable Supply; (c) Where the KSC is not a member of the Recipient Created tax Invoice Scheme the KSC will issue to the Corporation a Tax Invoice in respect of such Taxable Supply; (d) The Corporation will in respect of the Taxable Supply pay to the KSC the amount shown on such tax invoice at the time and in the manner payment is otherwise due under this Agreement for the Supply. 9.2 PROVIDED HOWEVER that if as a result of the abolition or reduction in the rate of any tax, duty, excise or other Government impost associated with the introduction of a GST (excluding income tax) whether or not such abolition or reduction takes place at the same time as the commencement of the GST, the KSC’s costs of making the Supply are reduced (“Cost Reduction”), the KSC shall reduce the amount payable by the Corporation in respect of the Supply by the amount of Cost Reduction. 9.3 Any invoice rendered by the KSC in connection with a Taxable Supply under this Agreement which seeks to recover an amount of GST payable by the KSC must conform to the requirements for Tax Invoice. If the Corporation so requests, the KSC shall, as between notwithstanding anything to the Partiescontrary in the GST Law, and in accordance with clause 9.1(c), issue the relevant tax invoice within 14 days of such request. 9.4 The KSC warrants and undertakes that at the time any Supply on which GST is imposed is made by it to the Corporation under this Agreement it is or will be exclusive registered under the GST Law. If the Corporation requests written evidence of registration the Council will promptly produce evidence satisfactory to the Corporation. 9.5 The KSC agrees and acknowledges that in the event it is not registered under the GST Law it will not under any applicable circumstances be entitled to receive the increase in the Funds in accordance with clause 9.1 by any amount of GST which may from time to time be imposed or charged (including liability. 9.6 It is agreed that if any subsequent revisions thereto) assistance provided by the tax Authorities on or calculated by reference Corporation under this Agreement is subject to GST, the amount of such sums payable by the Paying Party (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover assistance from the Lessee Corporation will be reduced by the amount of such the Corporation’s GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTliability. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums (a) Seller has represented, and Purchaser acknowledges, that the Purchased Assets, together with the technology licensed under the Technology License Agreement, constitutes a business of Seller and comprise all or substantially all of the property reasonably necessary for Purchaser to be capable of carrying on the Business as a business. If the purchaser of the Purchased Assets and the licensee under the Technology License Agreement are the same person, Seller and Purchaser (or its permitted assignee) shall jointly elect under subsection 167(1) of Part IX of the Excise Tax Act (Canada) (“GST”), Section 75 of the Quebec Sales Tax Act (“QST”), and any equivalent or corresponding provision under any applicable provincial or territorial legislation, that no tax be payable with respect to the purchase and sale of the Purchased Assets under this Agreement. Each of the parties shall cooperate in good faith with each other and each party agrees to and shall make such election(s) on a timely basis in prescribed form containing prescribed information. Purchaser shall file such election(s) in compliance with the requirements of Applicable Law. (b) The Purchaser (or its permitted assignee) and Seller are duly registered (or will be effectively registered on or prior to Closing) under the GST and QST (and under any other sales tax act, if applicable). The Purchaser and Seller agree and acknowledge that the purchase price payable by either Party the Purchaser for the Purchased Assets is exclusive of any GST or QST or any other applicable Tax. (“Paying Party”c) The Seller shall charge and the Purchaser (or its permitted assignee) shall pay GST and QST and any other applicable Tax on the amount of the purchase price allocated to the Seller’s covenants under this Agreement shall, as between set forth on Schedule 1.10. (d) The Seller shall charge and the Parties, be exclusive of Purchaser (or its permitted Assignee) shall pay GST and QST and any other applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) by the tax Authorities Tax on or calculated by reference to the amount of such sums the purchase price allocated to the Technology License Agreement under this Agreement, unless the licensee under the Technology License Agreement represents to Seller that it is not a resident of Canada and is not registered for GST and QST purposes. (e) Purchaser agrees to indemnify and hold harmless Seller in respect of any Tax, penalties and interest (excluding the Tax referred to in Section 1.11(f)) that may be assessed against Seller in the event and to the extent that any applicable Governmental Authority takes the position that the election(s) referred to in Section 1.11(a) above may not be made in respect of the transactions contemplated by this Agreement or otherwise determines that a Tax is payable by Purchaser in respect of the Paying Party transactions contemplated by this Agreement or the Technology License Agreement. (f) In the event that the Canada Revenue Agency assesses either the Seller or the Purchaser for any part thereofTax under Part XIII of the Income Tax Act (Canada) in connection with Purchaser’s covenant contained in Section 4.9(a), Purchaser will indemnify Seller for 50% of the amount of any such Tax assessed against the Seller and Seller shall indemnify Purchaser for 50% of the Paying Party shall pay all amount of any such GST Tax assessed against the Purchaser on the first US $200,000 of any such Tax (with Seller or reimburse the other Party (“Receiving Party”) for the payment of such GSTPurchaser, as the case may be, responsible for the other 50%), and the Purchaser shall be solely responsible for 100% of any amounts of such Tax above such figure and shall indemnify Seller accordingly. Any indemnity amount paid by Purchaser under this Section 1.11(f) shall not be subject to the Maximum Amount. (g) Purchaser’s obligation to indemnify Seller for certain Taxes as contemplated under Section 1.11(f) is conditioned upon Seller not taking any action (other than an action Seller is required to take under any Applicable Law) that would directly result in such manner a Governmental Authority imposing or increasing the applicable Tax. (h) With respect to any Purchased Assets situated outside of Canada at Closing, Seller shall charge and within such period as to comply Purchaser (or enable the Receiving Party to comply with its permitted assignee) shall pay any applicable orders sales or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee value-added taxes on the amount of such the purchase price allocated to the Purchased Assets under this Agreement to the extent the same is required under any Applicable Law. (i) In the event that any Governmental Authority takes any action that may affect any QST/GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part Tax owed as a result of the Lessee in the payment and discharge transactions contemplated herein, Seller will promptly notify Purchaser as soon as it learns of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTaction an act in accordance with reasonable instructions received from Purchaser with respect thereto. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums 16.1 In this clause: (1) a word or expression defined in the A New Tax System (Goods and Services Tax) Xxx 0000 (GST Act) and not otherwise defined in this agreement has the same meaning given to it in that Act; (2) any reference to GST payable by either Party a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member, and any reference to a party's entitlement to an input tax credit includes any entitlement to an input tax credit of the representative member of any GST group of which that party is a member; and (“Paying Party”3) if the GST Law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply. 16.2 When any consideration (whether expressed in money or otherwise) becomes due in respect of a Taxable Supply by the Contractor, the Contractor will provide the HNCL with a Tax Invoice for the Supply to which the payment relates and any other documentation required under the GST Law. 16.3 If GST is applicable to a Supply made under this Agreement shallagreement, as between then, to the Partiesextent that the consideration for that Supply is not already stated to include an amount in respect of GST, be exclusive of any applicable GST which the Contractor may from time to time be imposed or charged (including any subsequent revisions thereto) increase the consideration by the tax Authorities on or calculated applicable amount of GST and the HNCL must pay that increased amount. 16.4 Where any out-of-pocket expenses incurred by reference the Contractor are to be reimbursed by HNCL under this agreement, the reimbursable amount will be determined as follows: (1) first, any amount that the Contractor is entitled to claim as an Input Tax Credit shall be deducted from the cost to the Contractor of the expense item to arrive at an “Actual Cost”; and (2) second, the Actual Cost shall be increased by the amount of such sums payable by GST applicable to the Paying Party (Supply of the expense item to HNCL. 16.5 Each party agrees to do all things, including providing Tax Invoices and other documentation, that may be necessary or any part thereof) and the Paying Party shall pay all such GST desirable to enable or reimburse assist the other Party (“Receiving Party”) party to claim any Input Tax Credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any Supply made under or in connection with this agreement but the supplier need not provide a Tax Invoice for a Supply until the supplier has received payment for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payableSupply. 23.2 The rights 16.6 If the GST on a Taxable Supply is varied pursuant to any change in legislation, the consideration payable under this agreement must be increased or decreased to reflect that variation of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 The Institute and the HSP each warrant that they are registered under GST Law. Tax invoices must identify the services and supplies for which GST is payable. At the time of payments made in respect of clauses 11.1 and 11.2 the Institute must also pay to the HSP any amount of GST that the HSP is required to pay in accordance with GST Law. Any sums amount of GST payable will be payable at the same time as the payment(s) of the Facility Fee or services to which it relates. A written statement given to the Institute by either Party (“Paying Party”) under this Agreement shall, the HSP of the amount of GST that the HSP pays or is liable to pay is conclusive as between the PartiesParties except in the case of an obvious error. If there is a dispute over the payment of a valid tax invoice, be exclusive the HSP will reissue an invoice for the undisputed amount which the Institute will pay within 30 days of receiving, while the disputed amount is being finalised. Subject to clause 12.2, the Parties must not, and must ensure their Personnel do not use or disclose any Confidential Information, other than where and only to the extent such use or disclosure is necessary for the performance of the Research. Provided that it is otherwise lawful, the Parties may access, use or disclose Confidential Information in any of the following circumstances: for the purposes of complying with internal complaint procedures, accident reporting procedures, quality assurance activities, disciplinary procedures or any applicable policy in relation to patient safety, Adverse Events and/or reportable incidents; for the purposes of complying with the requirements of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) Regulatory Authority; for the purposes of the monitoring of the Research by the tax Authorities on or calculated by reference to Reviewing HREC, the amount of such sums payable by the Paying Party (or any part thereof) Institute and the Paying Party shall pay all such GST or reimburse HSP; where the other Party (“Receiving Party”) for the payment of such GST, as the case may be, consents in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice writing to the Paying Party for such GST payable. 23.2 The rights disclosure; where the Confidential Information has been independently received from a third party who is free to disclose it; where the Confidential Information has entered the public domain other than as a result of a breach of this Agreement; where release of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any LawConfidential Information is required by law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable with notice as soon as reasonably practicable to the other Party; as part of a publication released in accordance with clause 14; for the purposes of obtaining legal advice or representation; to the Party’s insurer; and to Parliament (including committees of it), the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights Auditor General, and Ministers of the Lessee under this Clause 23 shall Crown if legally directed to do so. Where Confidential Information is disclosed in accordance with clause 12.2, the Confidential Information must only be in addition and without prejudice to used for the rights purposes for which it was accessed, used or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GSTdisclosed.

Goods and Services Tax. 23.1 Any sums (a) If, under another provision of this Lease, the Lessor is entitled to be reimbursed by the Lessee for an amount paid by the Lessor to a third party, the amount payable by either Party the Lessee shall be the amount paid by the Lessor less any amounts for which the Lessor is entitled to an input tax credit for the consideration provided by the Lessor to such third party. This paragraph is subject to paragraph (“Paying Party”b). (b) The amounts which are required to be paid by the Lessee under other provisions of this Agreement shall, as between the Parties, Lease (including paragraph (a)) are calculated to be exclusive of GST. If the Lessor becomes liable for any applicable amount of GST (without having regard to any input tax credits to which the Lessor may from be entitled) in respect of any supply it makes to the Lessee under this Lease (GST liability), the amount otherwise payable to the Lessor under this Lease shall be increased by the amount of the Lessor's GST liability. The increased amount shall be payable by the Lessee in the same manner and at the same time as Rent is required to time be imposed paid by the other provisions of this Lease. (c) Where the Lessor has become subject to any penalties or charged interest as a result of the late payment of GST where that late payment is a result of the failure of the Lessee to comply with the terms of this Lease (including any subsequent revisions theretothis clause) by or through some other failure of the tax Authorities Lessee to comply with its obligations under GST law with regard to this Lease, then the Lessee shall pay to the Lessor an additional amount on or calculated by reference demand equal to the amount of such sums payable by the Paying Party those penalties and interest. (or any part thereofd) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GSTIf, as a result of any change in taxation associated with the case may beGST (other than income tax and excluding the impacts of the introduction of a GST) the cost to the Lessor of performing its obligations under this Lease are reduced, in that reduction shall be offset against the Lessor's GST liability, such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished effect of this paragraph is that the relevant Lessee must pay to the Lessor only the additional cost (if any) of performing the Lessor's obligations under this Lease. (e) The Lessor must issue a tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the respect of each payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of by the Lessee under this Clause 23 shall be in addition and without prejudice clause 3.4(b) prior to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne payment by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums payable (a) It is acknowledged and agreed by either Party the parties hereto that the Purchase Price already includes a component equivalent to both the federal portion and, if applicable, the provincial portion of the harmonized goods and services tax or single sales tax exigible with respect to this purchase and sale transaction less the Rebate as defined below (hereinbefore and hereinafter referred to as the “HST”), and that the Vendor shall remit the HST to Canada Revenue Agency (“Paying PartyCRA”) under on behalf of the Purchaser forthwith following the completion of this Agreement shalltransaction. The Purchaser hereby warrants and represents to the Vendor that with respect to this transaction, the Purchaser qualifies for the new housing rebate applicable pursuant to Section 254 of the Excise Tax Act (Canada), as between may be amended, and the Partiesnew housing rebate announced by the Ontario Ministry of Revenue (collectively, be exclusive the “Rebate”), in its Information Notice dated June 2009 – No. 2 (the “Ontario Circular”) and further warrants and represents that the Purchaser is a natural person who is acquiring the Real Property with the intention of being the sole beneficial owner thereof on the Closing Date (and not as the agent or trustee for or on behalf of any other party or parties), and covenants that upon the Closing Date, the Purchaser or one or more of the Purchaser’s relations (as such term is defined in the Excise Tax Act) shall personally occupy the Dwelling as his primary place of residence, for such period of time as shall be required by the Excise Tax Act, and any other applicable GST which legislation, in order to entitle the Purchaser to the Rebate (and the ultimate assignment thereof to and in favour of the Vendor) in respect of the Purchaser’s acquisition of the Real Property. The Purchaser further warrants and represents that he has not claimed (and hereby covenants that the Purchaser shall not hereafter claim), for the Purchaser’s own account, any part of the Rebate or the RST transitional housing rebate referred to in the Ontario Circular (the “Transitional Rebate”) in connection with the Purchaser’s acquisition of the Real Property, save as otherwise hereinafter expressly provided or contemplated. The Purchaser hereby irrevocably assigns to the Vendor all of the Purchaser’s rights, interests and entitlements to the Rebate and the Transitional Rebate (and concomitantly releases all of the Purchaser’s claims or interests in and to the Rebate and the Transitional Rebate, to and in favour of the Vendor), and hereby irrevocably authorizes and directs CRA to pay or credit the Rebate and the Transitional Rebate directly to the Vendor. In addition, the Purchaser shall execute and deliver to the Vendor, forthwith upon the Vendor’s or Vendor’s solicitors request for same (and in any event on or before the Closing Date), all requisite documents and assurances that the Vendor or the Vendor’s solicitor may reasonably require in order to confirm the Purchaser’s entitlement to the Rebate and/or to enable the Vendor to obtain the benefit of the Rebate and the Transitional Rebate (by way of assignment or otherwise), including without limitation, the New Housing Application for Rebate of Goods and Services Tax Form as prescribed from time to time be imposed or charged (the “Rebate Forms”). The Purchaser covenants and agrees to indemnify and save the Vendor harmless from and against any loss, cost, damage and/or liability (including any subsequent revisions thereto) by the tax Authorities on or calculated by reference an amount equivalent to the amount Rebate and the Transitional Rebate, plus penalties and interest thereon) which the Vendor may suffer, incur or be charged with, as a result of such sums payable by the Paying Party Purchaser’s failure to qualify for the Rebate, or as a result of the Purchaser having qualified initially but being subsequently disentitled to the Rebate, or as a result of the inability to assign the benefit of the Rebate or the Transitional Rebate to the Vendor (or any part thereof) and the Paying Party shall pay all such GST ineffectiveness of the documents purporting to assign the benefit of the Rebate or reimburse the other Party (“Receiving Party”) Transitional Rebate to the Vendor). As security for the payment of such GSTamount, the Purchaser does hereby charge and pledge his interest in the Real Property with the intention of creating a lien or charge against same. It is further understood and agreed by the parties hereto that: (i) if the Purchaser does not qualify for the Rebate, or fails to deliver to the Vendor or the Vendor’s solicitors forthwith upon the Vendor’s or the Vendor’s solicitors request for same (and in any event on or before the Closing Date) the Rebate Forms duly executed by the Purchaser, together with all other requisite documents and assurances that the Vendor or the Vendor’s solicitors may reasonably require from the Purchaser or the Purchaser’s solicitor in order to confirm the Purchaser’s eligibility for the Rebate and/or to ensure that the Vendor ultimately acquires (or is otherwise assigned) the benefit of the Rebate and the Transitional Rebate; or (ii) if the Vendor believes, for whatever reason, that the Purchaser does not qualify for the Rebate, regardless of any documentation provided by or on behalf of the Purchaser (including any statutory declaration sworn by the Purchaser) to the contrary, and the Vendor’s belief or position on this matter is communicated to the Purchaser or the Purchaser’s solicitor on or before the Closing Date; then notwithstanding anything hereinbefore or hereinafter provided to the contrary, the Purchaser shall be obliged to pay to the Vendor (or to whomsoever the Vendor may in writing direct), by certified cheque delivered on the Closing Date, an amount equivalent to the Rebate and/or the Transitional Rebate, in addition to the Purchase Price and in those circumstances where the Purchaser maintains that he is eligible for the Rebate despite the Vendor’s belief to the contrary, the Purchaser shall (after payment of the amount equivalent to the Rebate as aforesaid) be fully entitled to pursue the procurement of the Rebate directly from CRA. It is further understood and agreed that in the event that the Purchaser intends to rent out the Dwelling after the Closing Date, the Purchaser shall not be entitled to the Rebate, but may nevertheless be entitled to pursue, on his own after the Closing Date, the federal and provincial new rental housing rebates directly with CRA, pursuant to Section 256.2 of the Excise Tax Act, as may be amended, and other applicable legislation to be enacted relating to the case may beprovincial new rental housing rebate. (b) Notwithstanding any other provision herein contained in this Agreement, the Purchaser acknowledges and agrees that the Purchase Price does not include any HST exigible with respect to any of the adjustments payable by the Purchaser pursuant to this Agreement, or any extras or upgrades or changes purchased, ordered or chosen by the Purchaser from the Vendor which are not specifically set forth in this Agreement, and the Purchaser covenants and agrees to pay such HST to the Vendor in accordance with the Excise Tax Act. In addition, and without limiting the generality of the foregoing, in such manner the event that the Purchase Price is increased by the addition of extras, changes, upgrades or adjustments and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives a result of such Authorities and increase, the Law provided quantum of the Rebate that would otherwise be available is reduced or extinguished (the Receiving Party had furnished quantum of such reduction being hereinafter referred to as the relevant tax invoice “Reduction”), then the Purchaser shall pay to the Paying Party for such GST payable. 23.2 The rights of Vendor on the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee Closing Date the amount of such GST which may be or is to be paid or borne (as determined by the Lessor. The Lessee shall indemnify Vendor in its sole and hold harmless absolute discretion) the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTReduction. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums Notwithstanding any other provision of this Agreement: (a) if GST is payable in relation to a supply made under or in connection with this Agreement the party making the supply may, in addition to any amount or consideration payable under this Agreement, and subject to issuing a valid tax invoice, recover from the recipient of the supply an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable for the relevant supply by the prevailing GST rate; (b) without limiting the generality of the foregoing, in the event that an Indemnified Party is not entitled to an input tax credit in respect of the amount of any GST charged to or recovered from such Indemnified Party, by any person, or payable by either such Indemnified Party, or in respect of any amount which is recovered from an Indemnified Party by way of reimbursement of GST referable directly or indirectly to any supply made under or in connection with this Agreement, the Indemnified Party shall be entitled to increase any amount or consideration payable by the Borrower on account of such input tax and recover from the Borrower the amount of any such increase; (“Paying Party”c) where the Borrower is required under this Agreement shallagreement to indemnify or reimburse an Indemnified Party for any costs, as between expenses or liabilities of the PartiesIndemnified Party, then the amount of the costs, expenses or liabilities is the actual amount incurred by the Indemnified Party, less any input tax credit the Indemnified Party is entitled to receive in relation to those costs, expenses or liabilities. For the purposes of this paragraph (c) the Indemnified Party is entitled to receive those input tax credits that can be exclusive of any applicable GST which may identified and quantified in accordance with the apportionment model used by the Indemnified Party from time to time be imposed or charged (including any subsequent revisions thereto) as approved by the tax Authorities Australian Taxation Office. Any additional amount on or calculated by reference to the amount account of such sums payable by the Paying Party (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as or on account of an amount for which the case may beIndemnified Party is not entitled to an input tax credit, in such manner recoverable BRIDGING FACILITY AGREEMENT Xxxxxx Xxxxxxxx & Hedderwicks -------------------------------------------------------------------------------- from the Borrower pursuant to paragraph (a) or paragraph (b) of this Clause shall be calculated without any deduction or set-off of any other amount In this clause the terms input tax credit and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice have the meanings given in Section 195-1 of the A New Tax System (Goods and Services Tax) Xxx 0000. BRIDGING FACILITY AGREEMENT Xxxxxx Xxxxxxxx & Hedderwicks -------------------------------------------------------------------------------- SCHEDULE 1 PARTICIPANTS -------------------------------------------------------------------------------------------------- 1 2 3 COMMITMENT (US$) US LENDING OFFICE PARTICIPANT --------------------------------------------- ---------------- ----------------------------------- NATIONAL AUSTRALIA BANK LIMITED 135,000,000 NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) of Xxxxx 0, 00xx Xxxxx, Xxxxxxx Xxxxxxxx 000 Xxxxxxx Xxxxxx, Melbourne Victoria 000 Xxxx Xxxxxx Xxxxxxxxx Xxx Xxxx XX 00000 XXX Attention Xx Xxxx Xxxxxx Fax No (0 000) 000 0000 --------------------------------------------- ---------------- ----------------------------------- BANK OF AMERICA NATIONAL ASSOCIATION (ABN 135,000,000 BANK OF AMERICA NATIONAL 51 664 874 531) of 0000 Xxxxxxx Xxxxxxxxx, XXXXXXXXXXX Xxxxxxxx Xxxxxxxxxx 00000-0000, XXX 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxxx 00000-0000, XXX Attention Xxxxxx Xxxxx Fax No (0 000) 000 0000 --------------------------------------------- ----------------------------------- WESTPAC BANKING CORPORATION (ABN 33 007 457 135,000,000 WESTPAC CORPORATE BANKING 141) of 000 Xxxxxxx Xxxxxx, Melbourne Level 39, 000 Xxxxx Xxxxxx, Xxx Xxxxxxxx Xxxxxxxxx Xxxx 00000-00 XXX Attention Ms Xxxx Xxxxx, Vice President, Corporate Relationship Manager Fax No (0 000) 000 0000 --------------------------------------------- ---------------- ----------------------------------- COMMONWEALTH BANK OF AUSTRALIA (ABN 48 123 135,000,000 COMMONWEALTH BANK OF AUSTRALIA 123 124) of 000 Xxxxxx Xxxxxx, Xxxxxxxxx Grand Cayman Xxxxxx Xxxxxxxx Australia C/- Commonwealth Bank of Australia 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 1000 22 USA Attention Executive Vice President and General Manager, Americas Fax No (0 000) 000 0000 --------------------------------------------- ---------------- ----------------------------------- AUSTRALIA AND NEW ZEALAND BANKING GROUP 135,000,000 AUSTRALIA AND NEW ZEALAND BANKING LIMITED (ABN 11 005 357 522) of 000 Xxxxxxx XXXXX XXXXXXX Xxxxxx, Xxxxxxxxx Xxxxxxxx Xxxxxxxxx) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx XX XXX 00000 2798 Attention Xx Xxxxxxx Xxxxx Fax No (0 000) 000 0000 --------------------------------------------- ---------------- ----------------------------------- BRIDGING FACILITY AGREEMENT Xxxxxx Xxxxxxxx & Hedderwicks -------------------------------------------------------------------------------- --------------------------------------------- ---------------- ----------------------------------- 1 2 3 COMMITMENT PARTICIPANT (US$) US LENDING OFFICE --------------------------------------------- ---------------- ----------------------------------- UBS AG, STAMFORD BRANCH of 667 Washington 135,000,000 UBS AG, STAMFORD BRANCH Boulevard 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 XXX Xxxxxxxx XX 00000 XXX Attention Xx Xxxxx Xxxxxx Fax No (0 000) 000 0000 --------------------------------------------- ---------------- ----------------------------------- BRIDGING FACILITY AGREEMENT Xxxxxx Xxxxxxxx & Hedderwicks -------------------------------------------------------------------------------- SCHEDULE 2 CONDITIONS PRECEDENT -------------------------------------------------------------------------------- 1. VERIFICATION CERTIFICATE -------------------------------------------------------------------------------- A certificate in relation to each of the Paying Party for such GST payableBorrower and Xxxxxx'x Brewing Group given by any of its directors, secretaries or assistant secretaries substantially in the form of Annexure C with the attachments referred to and dated not earlier than 14 days before the first Drawdown Date. 23.2 The rights 2. EXECUTED COUNTERPARTS -------------------------------------------------------------------------------- Duly executed counterparts of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTAgreement. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any 15.1 In this clause 15: (a) words and expressions which are not defined in this Deed but which have a defined meaning in GST Law have the same meaning as in the GST Law; and (b) GST Law has the meaning given to that expression in the A New Tax System (Goods and Services Tax) Xxx 0000. 15.2 The Corporation must be registered for GST in accordance with the GST Law prior to the Transfer Date. 15.3 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Deed are inclusive of GST. 15.4 Where the supplier makes a taxable supply under this Deed, the supplier shall provide the recipient with a tax invoice before the time that the recipient is required under this Deed to pay the supplier any consideration for the taxable supply. In respect of any taxable supply made by either Party the Corporation, the Corporation agrees that the ILC may issue a Recipient Created Tax Invoice (in the form of Attachment “Paying PartyA”) on behalf of the Corporation and the Corporation agrees to execute any documents that may be necessary to give effect thereto. 15.5 If an adjustment event arises in respect of a taxable supply made by a supplier under this Agreement shallDeed, as between the Parties, be exclusive of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) by the tax Authorities on or calculated by reference to the amount of such sums payable by the Paying Party (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is consideration to be paid or borne provided will be recalculated to reflect the adjustment event and a payment will be made by the Lessor. The Lessee shall indemnify and hold harmless recipient to the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered supplier or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished supplier to the Lessee recipient as the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTcase requires. 23.3 The rights of the Lessee 15.6 Where a party is required under this Clause 23 shall be in addition and without prejudice Deed to the rights pay or powers reimburse an expense or outgoing of the Lessee under any applicable order or directive of the Authorities or any Lawanother party, to recover from the Lessor the amount of such GST which may be or is to be paid or borne reimbursed by the Lessee. The Lessor shall indemnify and hold harmless first party will be the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by sum of: (a) the Lessee resulting from any failure or delay on the part amount of the Lessor expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled; and (b) if the payment and discharge of any such or reimbursement is subject to GST, provided an amount equal to that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums (a) Notwithstanding any other term or condition set out herein, GGT is entitled to pass on as part of the Transportation Charges, Quantity Variation Charges, Used Gas Charges for the Service and any other charges, and recover from the User the amount of any GST levied upon GGT or payable by either Party GGT in respect of the Service supplied under a Service Agreement; (“Paying Party”b) If, the amount of GST applicable to the Service supplied under this a Service Agreement is subsequently increased or decreased by a GST Rate Change then the amount of any GST charged on the Service supplied will vary proportionately with the movement in the GST Rate Change; (c) Despite any provision of a Service Agreement to the contrary, if the introduction of a GST, or a subsequent GST Rate Change is accompanied by or undertaken in connection with the abolition of or reduction in any existing taxes (including income tax), then the amount (excluding the GST) payable by the User will be reduced by the same proportion as the actual total costs of GGT (including any taxes but excluding any input GST paid or payable by GGT) are reduced as a consequence of the abolition of or reduction in taxes, whether directly by way of the abolition of or a reduction in taxes paid or payable by GGT to its suppliers or to any government, or indirectly by way of a reduction in the prices (excluding GST) charged by the suppliers to GGT; (d) Upon the introduction of a GST, or subsequent GST Rate Change, the User and GGT shall, as between soon as possible thereafter endeavour to agree an adjustment to the PartiesTransportation Charges, be exclusive Quantity Variation Charges, Used Gas Charges, and any other charges to reflect the impact on the net economic benefit derived by GGT from the provision of the Service under a Service Agreement of any applicable contemporaneous or related change in the imposition of any other taxes, imposts or duties levied under legislation of the Commonwealth of Australia or the State of Western Australia which are intended to compensate in whole or in part for the imposition of the GST which or GST Rate Change. If GGT and the User are unable to agree an appropriate adjustment within 90 days, either GGT or the User may from time refer the matter for resolution under clause 22; (e) If the introduction of a GST, or a subsequent GST Rate Change alters the CPI then the parties agree to time be imposed or charged (including any subsequent revisions thereto) adjust the CPI Escalator to reflect the real change in the CPI that would have been calculated by the tax Authorities CPI Escalator but for the introduction of the GST or the subsequent GST Rate Change. If GGT and the User are unable to agree on or calculated by reference an appropriate adjustment to the amount of such sums payable by CPI Escalator within 90 days, either GGT or the Paying Party User may refer the matter for resolution under clause 22; (or any part thereoff) If the Commonwealth Government requires GGT to collect and pay GST on dates that precede the User's obligation to pay for the Service supplied under a Service Agreement then GGT and the Paying Party shall pay all such GST or reimburse User agrees to review the other Party (“Receiving Party”) for the existing payment of such GST, as the case may be, in such manner and within such period arrangements under that Service Agreement so as to comply or enable synchronise the Receiving Party timing of the User’s payments with the timing of GGT' GST payments to comply with any applicable orders or directives of such Authorities the Commonwealth Government. If GGT and the Law provided that User are unable to agree an appropriate payment arrangement within 90 days, either GGT or the Receiving Party had furnished User may refer the relevant tax invoice to matter for resolution under clause 22; (g) For the Paying Party for such GST payable. 23.2 The rights purposes of this clause 9.11, the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of following expressions have the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.meaning shown:

Goods and Services Tax. 23.1 The Institute and the HSP each warrant that they are registered under GST Law. Tax invoices must identify the services and supplies for which GST is payable. At the time of payments made in respect of clauses 11.1 and 11.2 the Institute must also pay to the HSP any amount of GST that the HSP is required to pay in accordance with GST Law. Any sums amount of GST payable will be payable at the same time as the payment(s) of the Facility Fee or services to which it relates. A written statement given to the Institute by either Party (“Paying Party”) under this Agreement shall, the HSP of the amount of GST that the HSP pays or is liable to pay is conclusive as between the PartiesParties except in the case of an obvious error. If there is a dispute over the payment of a valid tax invoice, be exclusive the HSP will reissue an invoice for the undisputed amount which the Institute will pay within 30 days of receiving, while the disputed amount is being finalised. Subject to clause 12.2, the Parties must not, and must ensure their Personnel do not use or disclose any Confidential Information, other than where and only to the extent such use or disclosure is necessary for the performance of the Research. Provided that it is otherwise lawful, the Parties may access, use or disclose Confidential Information in any of the following circumstances: for the purposes of complying with internal complaint procedures, accident reporting procedures, quality assurance activities, disciplinary procedures or any applicable policy in relation to patient safety, Adverse Events and/or reportable incidents; for the purposes of complying with the requirements of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) Regulatory Authority; for the purposes of the monitoring of the Research by the tax Authorities on or calculated by reference to Reviewing HREC, the amount of such sums payable by the Paying Party (or any part thereof) Institute and the Paying Party shall pay all such GST or reimburse HSP; where the other Party (“Receiving Party”) for the payment of such GST, as the case may be, consents in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice writing to the Paying Party for such GST payable. 23.2 The rights disclosure; where the Confidential Information has been independently received from a third party who is free to disclose it; where the Confidential Information has entered the public domain other than as a result of a breach of this Agreement; where release of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any LawConfidential Information is required by law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable with notice as soon as reasonably practicable to the other Party; as part of a publication released in accordance with clause 14 for the purposes of obtaining legal advice or representation; to the Party’s insurer; and to Parliament (including committees of it), the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights Auditor General, and Ministers of the Lessee under this Clause 23 shall Crown if legally directed to do so. Where Confidential Information is disclosed in accordance with clause 12.2, the Confidential Information must only be in addition and without prejudice to used for the rights purposes for which it was accessed, used or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GSTdisclosed.

Goods and Services Tax. 23.1 Any sums The parties acknowledge and agree that the amounts expressed as payable by either Party (“Paying Party”) under this Agreement shallfor or in connection with a Taxable Supply do not include GST unless expressed otherwise. If any supply under this Agreement is a Taxable Supply: the recipient must pay to the supplier, in addition to any consideration payable or to be provided by the recipient for the supply under this Agreement apart from this clause, (“base consideration”) an additional amount of consideration (“GST consideration”) for the supply calculated by multiplying the GST Rate by the base consideration; any invoice for payment under this Agreement must be a Tax Invoice (and any prescribed form of invoice under this Agreement is amended accordingly); and the recipient is not obliged to make any payment under this Agreement unless the supplier has provided a Tax Invoice in respect of that payment. When claiming payment of GST consideration under this clause the supplier must disclose the supply and the base consideration to which the GST consideration is attributable. costs and stamp duty Each party must pay its own costs incurred in respect of the preparation, perusal, negotiation and execution of this Agreement and any amendment or extension of it. You shall pay the stamp duty (if any) assessed or charged in respect of this Agreement. PUBLIC DISCLOSURE We may disclose this Agreement and/or information relating to this Agreement in either printed or electronic form and either generally to the public or to a particular person as between a result of a specific request. Nothing in this clause derogates from your obligations under any provision of this Agreement, or the Parties, provisions of the Freedom of Information Xxx 0000. Publicity You must not make or permit a public announcement or media release to be exclusive made about any aspect of this Agreement without first obtaining our prior written consent. AUDITOR-GENERAL Nothing in this licence derogates from the powers of the Auditor-General under the Public Finance and Audit Xxx 0000 (SA). Representatives The parties appoint the persons named in item 9 of Schedule 1 as their respective authorised Representatives. Each authorised Representative has authority to: exercise all of the powers and functions of his or her party under this Agreement; and bind his or her party in relation to any applicable GST which matter arising out of or in connection with this Agreement. A notice served on an authorised Representative is taken to be notice to that authorised Representative’s party. A party may from time to time be imposed notify change of its authorised Representative by written notice to the other party. superior estate You must permit the owner (if applicable) and any other person or charged persons having any estate or interest in the Licensed Area superior to or concurrent with us to exercise our power under this Agreement. Preservation of Remedies Termination of this Agreement does not affect: any accrued right or liability of a party; or the coming into force of any provision of this Agreement that is expressly or by implication intended to come into force on or to survive or continue its effect after termination (for example, the provisions regarding insurance, indemnities, confidentiality and publicity). NO WARRANTies You acknowledge that we make no express or implied warranty that the Licensed Area is fit or suitable for the activities associated with the Permitted Use under this Agreement. To the maximum extent permitted by law, you acknowledge and agree that no representation, warranty, guarantee or other statement express or implied, was made or given to you by us prior to entering into this Agreement as to the benefits which you might enjoy as a result of entering into this Agreement (including any subsequent revisions thereto) by the tax Authorities on or calculated by reference but not limited, if applicable, to the amount volume of such sums payable by the Paying Party services you may be able to provide or the level of profit you may be able to make). Retail and Commercial Leases Xxx 0000 You agree that if at any time any use of the Licensed Area under this Agreement gives rise to a retail shop lease under or is subject to the Retail and Commercial Leases Xxx 0000, you must immediately apply for an exemption under section 77 of that Act from all provisions of the Act. special condItions This Licence is subject to the special conditions (or any part thereofif any) set out in Schedule 3 and the Paying Party shall pay all such GST or reimburse special conditions prevail to the other Party (“Receiving Party”) for the payment extent of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply any inconsistency with any applicable orders or directives other terms of such Authorities this Agreement. Definitions and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable. 23.2 The rights of the Lessor under interpretation In this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any LawAgreement, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.unless otherwise provided:

Goods and Services Tax. 23.1 (“GST”) a) for the acquisition of such goods or services; or b) had the compensation been used to acquire such goods or services. AIG Malaysia will apply the Limits of Liability shown in this Policy or the Schedule before any reduction on account of the input tax credit amount you or Insured are/is, or would be entitled to. W here the Limit of Liability shown in this Policy or in the Schedule is not sufficient to cover your Loss, AIG Malaysia will only pay an amount for GST that relates to AIG Malaysia’s proportion of the Loss. Any sums fines or penalties imposed by the relevant authorities upon AIG Malaysia arising from your or Insured failure to inform or the provision of wrong GST status or information relating to you or Insured, shall be payable by either Party (“Paying Party”the Insured, and AIG Malaysia shall have the right to recover from you or Insured. The Company will indemnify the Insured Member for loss incurred which the Insured Member is entitled to indemnity for: a) under this Agreement shall, as between loss of Waivable Charges due to the Parties, be exclusive Insured or for which they are legally responsible caused by any act of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) Theft committed by the tax Authorities on or calculated Insured Person; and b) loss of Waivable Charges due to the Insured for which they are legally responsible caused by reference any of the unauthorized transactions carried out by employees of the Insured Members utilizing the Payment Card issued by the Insured. For the avoidance of doubt ”unauthorized transactions” in this clause would mean that any transactions which are not authorised by the Insured Member and was used by the employees of the Insured Members for their personal gain. c) auditor’s fees incurred to substantiate the amount of such sums payable claim, provided that: i) the Waivable Charges are billed up to 75 days preceeding the Waiver Date and notified by the Paying Party Insured Member to the Insured by means of Waiver Request Letter on or within 14 days of the Waiver Date; ii) are incurred but are not yet billed as of the Waiver Date or up to 14 days after the date on which the Insured received a request to cancel the Insured Person’s Payment Cards whichever occurs first; iii) are discovered not later than 75 days after the termination of this policy or termination of the insurance in respect of the Insured Member employing the Insured person concerned with the loss, whichever occurs first; iv) the total amount of benefits, under (or any part thereofa) (b) and (c) inclusive of the Paying Party auditors’ fees shall pay all such GST or reimburse not exceed the other Party (“Receiving Party”) for coverage limits shown in the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice Limits table below. subject to the Paying Party for such GST payableterms and conditions of this Master Policy. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

Goods and Services Tax. 23.1 Any sums i. The consideration amounts payable by either Party (“Paying Party”) under this Agreement shall, as between the Parties, TIL shall be exclusive of any Goods and Service Tax (“GST”) as applicable which means that that TIL will pay to IMI the consideration amount plus GST. IMI shall be liable to pay the same amount of GST to the concerned government departments. ii. In due compliance of its obligations, the IMI shall raise the Valid Tax Invoice (which may from time to time must be imposed or charged with GST shown as separate line item in that invoice) for the supply of goods/services as prescribed in the GST Rules and file GST returns on a monthly basis, within the statutory timelines, in the returns (including any subsequent revisions thereto) filed by the IMI on the GSTN platform), the IMI shall upload all appropriate and relevant information of the invoice and TIL’s GST registration details accurately, which enables TIL to claim timely GST input tax Authorities credit (“ITC”) (i.e. the ITC related to the invoice raised by the IMI on TIL must be reflected on the appropriate GST registration of TIL and in the online forms like Form 2A or calculated other forms of GSTN portal of TIL). iii. In the event the ITC is not reflected on the online forms (like GST Form 2A or other GST forms) of TIL available on GSTN portal or not granted or denied by reference to the authorities on account of any reason including of non- filing/ non-payment of taxes or incorrect submission of information in the GST returns uploaded on the GSTN Platform by the IMI, then TIL shall not pay the amount of the invoice so incorrectly reported in the GST returns till the time the IMI rectifies the said non- filing/ non- payment/ non- compliances/ errors to ensure that TIL gets the ITC and that the same ITC is reflected in TIL's online GST forms (like Form 2A or other GST forms) available on the TIL’s GSTN portal before processing the invoice for payment. iv. Notwithstanding anything to the contrary, in any case, the IMI’s payments shall not be processed until the time the ITC is not reflected in TIL’s GST online Forms (like Form 2A or other GST forms). v. Further, in a case where the ITC which is correctly reflected in online GST Forms (like Form 2A or other GST forms) of TIL based on which, payment of IMI was processed, however subsequently, such sums payable ITC is reversed/ modified by the Paying Party (or any part thereof) IMI, then TIL shall be entitled to recover such amount of ITC from the IMI with interest and penalty. vi. The IMI shall raise the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant valid tax invoice to TIL on GST registration and address as below: Times Internet Limited Address : ::Plot Xx. 000, Xxxxx Xxxxx, Xxxxx -0, Xxxxxxx – 000000, Xxxxxxx (Xxxxx) GST Registration No. : 00XXXXX0000X0X0 vii. Accordingly, all the Paying Party for such GST payable. 23.2 The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne payment made by the Lessor. The Lessee shall indemnify and hold harmless IMI to the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay Government must be reflected as ITC on the part above GST registration of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GSTTIL. 23.3 The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.