Remediation Framework. At Coles, we believe that if people are harmed as a result of something we caused or to which we contributed, we have a duty of care in addressing these issues and implementing mechanisms for control. The Coles Remediation Framework document (available on the Coles Group website) sets out the core principles Coles adheres to, and expects its suppliers to adhere to, for providing effective remediation of human rights and ethical sourcing issues.
Remediation Framework. The Company and Purchaser (a) intend to make voluntary disclosure to relevant Governmental Authorities in relevant jurisdictions with respect to sales and use Taxes arising prior to the Effective Time and (b) shall use their respective reasonable efforts to develop prior to the Closing Date a mutually acceptable remediation framework (the “Framework”) relating to sales and use Taxes that would guide the direction and conduct of voluntary disclosure and remediation activities after the Closing Date. The Framework shall include, among other things, the relevant jurisdictions and a requirement that the Surviving Corporation seek collection of any Tax liabilities from its customers; provided that such collection efforts shall not include persistent collection efforts that would reasonably be expected to have a material adverse effect on the commercial relationship with the customer at issue or statements that would reasonably be perceived as threats of litigation or arbitration. Purchaser shall allow a reasonable amount of time (not to exceed ninety (90) days from the date the Surviving Corporation identifies a customer as likely to owe the Surviving Corporation amounts in respect of Taxes) for such collection efforts before seeking indemnification from the Company Securityholders for any related Tax liabilities in accordance with Article VII, including and subject to the limitations contained in Section 7.3(h); provided that Purchaser need not defer seeking such indemnification after December 31, 2013, or, if earlier, sixty (60) days after the payment of any Taxes, interest or penalties to any state as part of the voluntary disclosure settlement; and provided further that any amounts actually recovered from the Surviving Corporation’s customers shall reduce the amount due to Purchaser from Adverse Consequences suffered, sustained, incurred or paid by any Purchaser Indemnified Party, whether received before or after any related indemnification payments were made by the Company Securityholders from the Escrow Amount or otherwise, and any such amounts actually recovered and not applied to reduce such amounts due to Purchaser from Adverse Consequences shall be for the account of the Company Securityholders and shall be paid by Purchaser to the Paying Agent for further distribution to the Company Securityholders within fifteen (15) days after the later of the Expiration Date and the date of the last of the final agreements with the relevant Governmental Authoritie...
