Common use of Value Added Tax (VAT Clause in Contracts

Value Added Tax (VAT. 6.1 The parties agree that the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms of the VAT Act at the date of signature of this agreement. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree that the consideration agreed upon is inclusive of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy in respect of the sale of the business; 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner; 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied in respect of the sale of the business should be paid to him immediately, the Purchaser shall pay such VAT to the Seller in accordance with 6.2.2 above; and 6.2.5 if the Purchaser pays the VAT in question to the Commissioner and if the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (two) business days after the Seller so recovered the VAT or the relevant portion thereof.

Value Added Tax (VAT. 6.1 The parties agree that the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms of the VAT Act at the date of signature of this agreement. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree that the consideration agreed upon is inclusive of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy xxx xxxx in respect of the sale of the business; 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner; 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied in respect of the sale of the business should be paid to him immediately, the Purchaser shall pay such VAT to the Seller in accordance with 6.2.2 above; and 6.2.5 if the Purchaser pays the VAT in question to the Commissioner and if the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (two) business days after the Seller so recovered the VAT or the relevant portion thereof.

Value Added Tax (VAT. 6.1 The parties agree that 5.1 In accordance with the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) provisions of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms Act, Chapter 331 of the VAT Act Laws of Zambia 1995, goods and services produced by the facilities are taxable at the date of signature of this agreementa standard rate and zero rated if exported. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree 5.2 GRZ confirms that the consideration agreed upon is inclusive input VAT in excess of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy payable in respect of the sale supply of the business; 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as goods and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner; 6.2.3 the Purchaser services shall be entitled, credited to KCM within a reasonable period of time (and in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require event within 30 days) from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissionerdate of submission of KCM’s ruling and if the Commissioner nevertheless requires that the monthly VAT which he has levied return in respect of each prescribed accounting period. 5.3 For the sale purposes of the this Clause, "input VAT" shall mean VAT claimable in respect of allowable business should purchases of goods and services supplied by a registered supplier during a prescribed accounting period. SOLE EXPERT 1. Where so provided under this Agreement any Dispute shall be paid referred to him immediately, the Purchaser shall pay such VAT to the Seller a Sole Expert for determination in accordance with 6.2.2 above; andthe provisions of this Schedule. 6.2.5 if 2. The Party wishing the Purchaser pays appointment to be made shall serve written notice to that effect on the VAT other Party ("Notice to Appoint") and with such Notice to Appoint shall give details of the matter which it is proposed shall be resolved by the Sole Expert. 3. If within ten (10) Business Days from the service of the Notice to Appoint the Parties have failed to agree upon the selection of a Sole Expert, either Party may then submit a request in question writing ("Request for Proposal") to the Commissioner ICC International Centre for Expertise (the "ICC Centre") for the proposal of a Sole Expert as quickly as possible. The Request for Proposal shall set out the names, description and if the Seller thereafter recover that VAT or a portion thereof as a result addresses of the steps taken Parties, shall attach a copy of this Agreement, shall set out any relevant indications concerning the choice of the Sole Expert (including a reference to the provisions of this Schedule) and shall set out a descriptive summary of the Sole Expert's brief. The Parties agree to accept the expert proposed by the Purchaser in contesting ICC Centre as the Commissioner’s rulingSole Expert selected under this Schedule. 4. Upon a Sole Expert being selected under the foregoing provisions of this Schedule, the Seller Parties or either of them shall refund forthwith notify the amount recovered by it Sole Expert of his selection and request him to confirm within five (5) Business Days after such notification whether or not he is willing and able to (and does in fact) accept appointment as Sole Expert and to confirm that the requirements of paragraphs 8.2, 8.3 and 8.4 of this Schedule are all satisfied in his case. 5. If the Sole Expert shall be either unwilling or unable to accept such appointment or shall not have given the confirmation in response to the Purchaser request to be made under paragraph 3 (the "Confirmation") within the said period of five (5) Business Days, then (unless the Parties are able to agree upon the selection of another Sole Expert) either Party may submit a Request for Proposal in the manner provided in paragraph 2 to the ICC Centre which shall be requested to make a proposal or (twoas the case may be) business days after a further proposal and the Seller so recovered the VAT or the relevant portion thereofprocess shall be repeated until a Sole Expert is selected who accepts appointment.

Value Added Tax (VAT. 6.1 (a) The parties agree Buyer and Shareholder intend, and shall use their best efforts to ensure, that the following circumstances are present and applicable to completion of the sale: 6.1.1 The parties agree sale of the Purchased Assets under this Agreement shall constitute a sale of a business, or part thereof, such that the business completion of the sale of the Purchased Assets under this Agreement is sold treated as neither a going concern supply of goods nor a supply of services for the purposes of Value Added Tax (“VAT”) in terms of Section 11(1)(eaccordance with Sections 3(5)(b)(iii) and 5(8) of the VAT Act 89 Axx 0000 (as amended) (“VAT Act”) such that no VAT will be chargeable in respect of 1991the sale and purchase herein agreed. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax (b) Notwithstanding Section 2.09(a), if VAT is properly chargeable in terms respect of the sale and purchase of the Purchased Assets the Shareholder shall deliver to the Buyer a VAT Act at invoice prepared in accordance with relevant VAT legislation. On receipt of this VAT invoice the Buyer shall pay to the Shareholder the amount of VAT properly arising in respect of the sale and purchase of the Purchased Assets. If the Buyer disagrees with the determination of the Shareholder it may within ten days of receipt of the invoice from the Shareholder, give written notice to the Shareholder that it requires the Shareholder to obtain a ruling from the Revenue Commissioners. The Shareholder shall immediately request the Revenue Commissioners to undertake that review and issue that ruling subject to the Buyer indemnifying the Shareholder against any reasonable costs and expenses that the Shareholder may incur by taking any action which is requested by the Buyer. In any case where a ruling cannot be obtained from the Revenue Commissioners to the effect that there is no VAT on the transaction, the Buyer shall also pay, three Business Days prior to the date on which the payment of signature of this agreement. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of such VAT by the Seller Shareholder to the Purchaser and Revenue Commissioners falls due, to the parties agree Shareholder an amount equal to that VAT (against delivery by the consideration agreed upon is inclusive Shareholder of an appropriate Tax invoice for VAT at the rate of 0% (zero percentpurposes). 6.2 If, for any reason whatsoever, (c) If the Commissioner rules Revenue Commissioners issue an opinion that the sale of the business VAT is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy chargeable in respect of the sale of the business; 6.2.2 Purchased Assets, the Purchaser Shareholder shall deliver to the Buyer a VAT invoice prepared in accordance with relevant VAT legislation. On receipt of this VAT invoice the Buyer shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for Shareholder the amount of VAT determined by the Revenue Commissioners to be paid to the Commissioner; 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied arising in respect of the sale and purchase of the business should be paid to him immediately, Purchased Assets. (d) If following the Purchaser shall pay payment of any amount of VAT by the Buyer in respect of the sale and purchase of the Purchased Assets it is established that VAT was incorrectly chargeable and the Shareholder has not already accounted for such VAT to the Seller Revenue Commissioners, the Shareholder shall pay to the Buyer the amount of any VAT incorrectly charged and in accordance with 6.2.2 above; anda case where the Shareholder has already accounted for such VAT to the Revenue Commissioners, then the Shareholder shall, subject to being indemnified by the Buyer against any reasonable costs and expenses that may arise, apply to the Revenue Commissioners forthwith for a refund of such VAT and take all reasonable steps to recover such a refund and will then pay to the Buyer any refund recovered from the Revenue Commissioners. 6.2.5 if (e) The Buyer warrants to the Purchaser pays Shareholder that it will be, at the Closing Date, a taxable person as defined in the VAT in question Act and that it will be entitled to deduct all VAT that would have been chargeable on the Commissioner and if transfer but for the Seller thereafter recover that VAT or a portion thereof as a result operation of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (twoSection 2.09(a) business days after the Seller so recovered the VAT or the relevant portion thereofabove.

Value Added Tax (VAT. 6.1 2.8.1. The parties agree intend that the following circumstances are present completion of the sale of the Business and applicable Assets under this Agreement shall constitute a sale of a business and shall use their best endeavours to ensure that by virtue of the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms provisions of Section 11(1)(esections 3(5)(b)(iii) and s.5(8) of the VAT Act 89 Axx 0000 (as amended) no VAT will be chargeable in respect of 1991the sale and purchase of the Assets hereby agreed to be made. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax 2.8.2. Notwithstanding clause 2.8.1, if VAT is properly chargeable in terms respect of the VAT Act at the date of signature of this agreement. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation sale and all the assets necessary for the carrying on purchase of the business as a separate income earning activity, are disposed of by Business and Assets the Seller Vendor shall deliver to the Purchaser a VAT invoice prepared in accordance with relevant VAT legislation. On receipt of this VAT invoice the Purchaser shall pay to the Vendor the amount of VAT properly arising in respect of the sale and purchase of the parties agree Business and Assets. If the Purchaser disagrees with the determination of the Vendor it may within 10 days of receipt of the invoice from the Vendor, give written notice to the Vendor that it requires the Vendor to obtain a ruling from the Revenue Commissioners. The Vendor shall immediately request the Revenue Commissioners to undertake that review and issue that ruling subject to the Purchaser indemnifying the Vendor against any reasonable costs and expenses that the consideration agreed upon Vendor may incur by taking any action which is inclusive requested by the Purchaser. In any case where a ruling cannot be obtained from the Revenue Commissioners without the Vendor being obliged by the Revenue Commissioners to account for the VAT referred to in this clause 2.8.2, the Purchaser shall also pay, 3 business days prior to the date on which the payment of such VAT at by the rate Vendor to the Revenue Commissioners falls due, to the Vendor an amount equal to that VAT (against delivery by the Vendor of 0% (zero percentan appropriate Tax invoice for VAT purposes). 6.2 If, for any reason whatsoever, 2.8.3. If the Commissioner rules Revenue Commissioners issue an opinion that the sale of the business VAT is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy chargeable in respect of the sale of the business; 6.2.2 Business and Assets, the Vendor shall deliver to the Purchaser a VAT invoice prepared in accordance with relevant VAT legislation. On receipt of this VAT invoice the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for Vendor the amount of VAT determined by the Revenue Commissioners to be paid to the Commissioner; 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied arising in respect of the sale and purchase of the business should be paid to him immediately, Assets. 2.8.4. If following the payment of any amount of VAT by the Purchaser shall pay in respect of the sale and purchase of the Assets it is established that VAT was incorrectly chargeable and the Vendor has not already accounted for such VAT to the Seller in accordance with 6.2.2 above; and 6.2.5 if Revenue Commissioners, the Vendor shall pay to the Purchaser pays the amount of any VAT incorrectly charged and in question a case where the Vendor has already accounted for such VAT to the Commissioner and if Revenue Commissioners, then the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken Vendor shall, subject to being indemnified by the Purchaser in contesting against any reasonable costs and expenses that may arise, apply to the Commissioner’s ruling, the Seller shall Revenue Commissioners forthwith for a refund the amount recovered by it of such VAT and take all reasonable steps to recover such a refund and will then pay to the Purchaser within 2 (two) business days after any refund recovered from the Seller so recovered Revenue Commissioners. 2.8.5. The Purchaser warrants to the Vendor that it is at the date of this Agreement a taxable person as defined in the VAT or Act, 1972 (as amended) and that it would be entitled to deduct all VAT that would have been chargeable on the relevant portion thereoftransfer but for the operation of clause 2.8.1 above.

Value Added Tax (VAT. 6.1 The parties agree that the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business farming operation is sold as a going concern in terms of Section 11(1)(e) of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are will be registered for Value Added Tax in terms of the VAT Act at the date of signature of this agreementtransfer. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree that the consideration agreed upon is inclusive of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- zero-rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy in respect of the sale of the business; 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner; 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied in respect of the sale of the business should be paid to him immediately, the Purchaser shall pay such VAT to the Seller in accordance with 6.2.2 above; and 6.2.5 if the Purchaser pays the VAT in question to the Commissioner and if the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (two) business days after the Seller so recovered the VAT or the relevant portion thereof.

Value Added Tax (VAT. 6.1 The parties agree that the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms of the VAT Act at the date of signature of this agreement. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree that the consideration agreed upon is inclusive of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner of the South African Revenue Service (‘SARS’) rules that the sale of the business is not zero- zero-rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy in respect of the sale of the business;; and 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the CommissionerSARS, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner;SARS; and 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard;; and 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied in respect of the sale of the business should be paid to him immediately, the Purchaser shall pay such VAT to the Seller in accordance with 6.2.2 above; and 6.2.5 if the Purchaser pays the VAT in question to the Commissioner and if the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (two) business days after the Seller so recovered the VAT or the relevant portion thereof.

Value Added Tax (VAT. 6.1 The parties agree that 5.1 In accordance with the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) provisions of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms Act, Chapter 331 of the VAT Act Laws of Zambia 1995, goods and services produced by the facilities are taxable at the date of signature of this agreementa standard rate and zero rated if exported. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree 5.2 GRZ confirms that the consideration agreed upon is inclusive input VAT in excess of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy payable in respect of the sale supply of the business; 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as goods and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner; 6.2.3 the Purchaser services shall be entitled, credited to KCM within a reasonable period of time (and in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require event within 30 days) from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissionerdate of submission of KCM’s ruling and if the Commissioner nevertheless requires that the monthly VAT which he has levied return in respect of each prescribed accounting period. 5.3 For the sale purposes of the this Clause, "input VAT" shall mean VAT claimable in respect of allowable business should purchases of goods and services supplied by a registered supplier during a prescribed accounting period. 1. Where so provided under this Agreement any Dispute shall be paid referred to him immediately, the Purchaser shall pay such VAT to the Seller a Sole Expert for determination in accordance with 6.2.2 above; andthe provisions of this Schedule. 6.2.5 if 2. The Party wishing the Purchaser pays appointment to be made shall serve written notice to that effect on the VAT other Party ("Notice to Appoint") and with such Notice to Appoint shall give details of the matter which it is proposed shall be resolved by the Sole Expert. 3. If within ten (10) Business Days from the service of the Notice to Appoint the Parties have failed to agree upon the selection of a Sole Expert, either Party may then submit a request in question writing ("Request for Proposal") to the Commissioner ICC International Centre for Expertise (the "ICC Centre") for the proposal of a Sole Expert as quickly as possible. The Request for Proposal shall set out the names, description and if the Seller thereafter recover that VAT or a portion thereof as a result addresses of the steps taken Parties, shall attach a copy of this Agreement, shall set out any relevant indications concerning the choice of the Sole Expert (including a reference to the provisions of this Schedule) and shall set out a descriptive summary of the Sole Expert's brief. The Parties agree to accept the expert proposed by the Purchaser in contesting ICC Centre as the Commissioner’s rulingSole Expert selected under this Schedule. 4. Upon a Sole Expert being selected under the foregoing provisions of this Schedule, the Seller Parties or either of them shall refund forthwith notify the amount recovered by it Sole Expert of his selection and request him to confirm within five (5) Business Days after such notification whether or not he is willing and able to (and does in fact) accept appointment as Sole Expert and to confirm that the requirements of paragraphs 8.2, 8.3 and 8.4 of this Schedule are all satisfied in his case. 5. If the Sole Expert shall be either unwilling or unable to accept such appointment or shall not have given the confirmation in response to the Purchaser request to be made under paragraph 3 (the "Confirmation") within the said period of five (5) Business Days, then (unless the Parties are able to agree upon the selection of another Sole Expert) either Party may submit a Request for Proposal in the manner provided in paragraph 2 to the ICC Centre which shall be requested to make a proposal or (twoas the case may be) business days after a further proposal and the Seller so recovered the VAT or the relevant portion thereofprocess shall be repeated until a Sole Expert is selected who accepts appointment.