CONFORMED COPY
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STRONTIAN HOLDINGS LIMITED
as Vendor
ARMOR HOLDINGS, INC.
as Purchaser
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TAXATION INDEMNITY
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EVRIPIDOU, XXXXXXXXXX & CO
16 Xxxxxxxx Xxxxxx Avenue
Eagle House, 10th Floor
Ayioi Omoloyites
Nicosia
THIS DEED is made the 9th day of June, 1997 BETWEEN:-
(1) STRONTIAN HOLDINGS LIMITED, a company incorporated and registered in
Cyprus (Registration No. 56709) whose registered office is at Mnasiadou Street,
Xxxx Building, Nicosia, Cyprus (the "Vendor"); and
(2) ARMOR HOLDINGS, INC. a corporation established under the laws of the
state of Delaware, USA, whose address for the purposes of this Agreement is
13386 International Parkway, Jacksonville, Xxxxxxx 00000 XXX (the "Purchaser").
WHEREAS:-
(A) By an agreement dated with even date herewith between, inter
alios, the Vendor and the Purchaser (the "Share Purchase Agreement") the Vendor
has agreed to sell to the Purchaser 500 ordinary shares of c(pound)1 each in
Gordandel Trading Limited (the "Company").
(B) It is a condition precedent of the Share Purchase Agreement that
this Deed be entered into upon the terms and subject to the conditions hereof.
NOW THIS DEED WITNESSETH as follows:-
1. Definitions
In this Deed:-
1.1 All defined expressions and provisions for definition used or
contained in the Agreement shall have the same meanings and effect
wheresoever used in this Deed where the context so admits.
1.2 "Claim for Tax" means a liability to make a payment of Tax, any
assessment, notice, demand, letters or other document issued, or
action taken, by or on behalf of any taxing or other competent
authority in Cyprus from which it appears that the Company is liable
to make any payment of, or is deprived or is sought to be deprived of
any Relief or right to repayment of Tax.
1.3 The expression "Event" means any event, act, omission, default,
occurrence or transaction, dealing or arrangement of any kind
whatsoever, whether or not the Company is a party thereto and includes
completion of the sale of the Shares to the Purchaser.
1.4 The expression "Relief" means any relief, allowances, credit,
exemption, set-off or deduction in computing, or against profits,
income or gains of any description or from any source, or credit
against Tax or any right to the repayment of Tax.
1.5 The expression "Liability for Tax" means:-
1.5.1 the loss of, reduction in the amount of, or setting off
against profits or a Taxation liability of, any Relief in
respect of any Taxation which would (were it not for the said
loss, reduction or setting off) have been available
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to the Company or the non-availability of a Relief which has
been assumed to be available in computing the Company's
accounts.
1.5.2 the loss of, reduction in the amount of, or setting off
against any Taxation liability of, a right to repayment of
Taxation or the non-availability of a right to repayment of
Taxation which has been assumed to be available in computing
the Company's accounts.
1.5.3 the setting off against profits or against a Taxation
liability (in either case in respect of which but for such
setting off the Company would have had a liability to pay
Taxation in respect of which a claim could have been made
under this Deed) of any Relief which is not available before
Completion but arises in respect of any Event or Events
occurring after Completion;
and the amount of the Taxation shall in such cases be deemed to be
equal to (a)(in the case of a repayment) the amount of the repayment
which would otherwise have been obtained or (b)(in the case of a
Relief) the amount of Taxation which would have been saved by the
Relief but for such loss, non-availability, reduction or set-off,
assuming such Taxation to be payable at the average rate (weighted on
a time basis) appropriate to the earliest period in respect of which
Taxation becomes payable which would not have been payable if the said
Relief had not been lost, reduced or set-off, as the case may be, had
been available.
1.6 "Tax" and "Taxation" means any charge, tax, duty, levy, liability,
withholding, impost or sum of whatever nature and any penalty, fine or
interest payable pursuant to the Taxation Statutes.
1.7 "Taxation Statutes" means statutes (and all regulations and
arrangements whatsoever made thereunder) enacted within Cyprus
providing for or imposing any charge, tax, duty or levy of a fiscal
nature and any penalty, fine or interest payable in connection with
any such tax, charge, duty or levy.
1.8 The Liability for Tax shall be deemed to be due and payable and
discharged by the Company on the earliest date on which (in the case
of a Liability for Tax falling within Clause 1.5.1(a) the resulting
Tax is due and payable, or would have been due and payable but for any
such Relief, right of set-off or repayment or (in the case of a
Liability falling within Clause 1.5.1.(b)) the resulting repayment
would have been received or (where such repayment was dependent upon
the making of an application or the satisfaction of some other
condition) the earliest date upon which such application could have
been made or such condition satisfied.
1.9 Reference to income or profits or gains earned accrued or received
shall include income or profits or gains deemed to have been or
treated as or regarded as earned, accrued or received for the purposes
of any Tax Statutes.
1.10 Reference to the result of Events on or before the date hereof shall
include the combined result of two or more Events the first of which
shall have taken place on or before the date hereof.
1.11 Taxation Statutes shall be construed as these are respectively amended
or re-
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enacted or as their operation is modified by other provisions on or
before the date hereof and shall include any provisions of which they
are re-enactments (whether with or without modification).
2. Indemnity
2.1 Subject as hereinafter provided the Vendor hereby covenants (on behalf
of itself and its legal personal representatives) with the Purchaser
that the Vendor will at all times hereafter bear one hundred percent
(100%) of any amount or amounts in respect of:-
2.1.1 any Claims for Tax or Liabilities for Tax falling on the
Company; and
2.1.2 all reasonable costs properly incurred by the Purchaser
and/or the Company in relation to any demands, actions
proceedings and claims in respect of any Claims for Tax or
Liabilities for Tax,
which arises, in any case, in connection with, or as a consequence of,
an Event entered into, or deemed to have been entered into, on or
before 31 March 1997 and fifty percent (50%) of any of such amount or
amounts in respect of the period 1 April 1997 until 31 May 1997.
2.2 The indemnity in Clause 2.1 shall not apply to any Claim for Tax or
Liability for Tax to the extent that such amount or amounts has/have
been paid by the Company prior to 31 May 1997.
3. Due Date
3.1 The Vendor shall make payment in cleared funds to the Company or to
the Purchaser as appropriate the business day prior to the date on
which the Company is required to discharge or deemed to discharge a
Claim for Tax or Liability for Tax in respect of which the Purchaser
is entitled to claim from the Vendor under this Deed.
3.2 For the purpose of Clause 3.1 the Company shall be deemed to discharge
a Claim for Tax:-
3.2.1 on the last date on which the Company pays any amount of
Tax; or
3.2.2 on the date on which any Claim for Tax would have fallen due
but for the availability of Reliefs, rights of repayment or
other rights or claims of a similar nature.
4. Notices
4.1 All notices hereunder shall be in writing signed by or on behalf of
the party giving the same and shall be served on the other party by
delivery at or by prepaid registered post, to the addressee's address
as set out herein or to such other address as may have been notified
in writing for this purpose to the party giving the same. Service of
all notices hereunder shall be deemed in the case of registered
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post to be effected ten days after posting.
5. Governing Law
5.1 This Deed shall be construed according to and governed by the laws of
Cyprus and all parties hereto irrevocably submit for the benefit of
the Purchaser to the non-exclusive jurisdiction of the Courts of
Cyprus.
IN WITNESS whereof this document has been executed as a Deed the day and year
first above written.
THE COMMON SEAL OF )
STRONTIAN HOLDINGS LIMITED )
was hereunto affixed in the ) XXXXXXX GOLOVATOV
presence of:- )
EXECUTED as a DEED by )
ARMOR HOLDINGS, INC. ) XXXXXXXX XXXXXXX
by its duly authorised signatory:- )
