From and after Completion. (a) the Company shall retain and preserve its Tax records and relevant financial information but shall deliver copies of any such Tax records and relevant financial information in connection with the Transaction to Buyer as soon as reasonably practical. The Company shall permit Buyer and its advisors, on Buyer giving reasonable notice, access during normal office hours to them where reasonably required for Tax purposes;
From and after Completion the Buyer shall indemnify and keep indemnified the Sellers, their respective affiliates and their respective agents from, against and in respect of, the full amount of all Losses incurred by the Sellers, their respective affiliates and their respective agents, in respect of:
From and after Completion the maximum aggregate Liability of the Purchaser in relation to Claims under this agreement and in respect of the warranties contained in the Administration Services Agreement shall not exceed one hundred and ninety-nine million five hundred thousand dollars ($199,500,000).
From and after Completion each Shareholder agrees to defend, indemnify and hold the Buyer and its directors, shareholders, officers, employees and agents (the “Buyer Indemnified Parties”) harmless from and against any and all damages, liabilities, losses, claims, obligations, liens, assessments, judgments, Taxation, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of counsel and costs), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defence or settlement of the foregoing) (“Losses”) which may be sustained or suffered by any Buyer Indemnified Party based upon, arising out of, or by reason of (A) any breach of any representation or warranty made by such Shareholder in this Agreement, and (B) any breach of any covenant or agreement made by such Shareholder in this Agreement.
From and after Completion the Seller shall carry out, perform, complete, discharge and pay all the obligations and liabilities arising under the Retained Commingled Agreements, other than those arising in connection with the provision of IAM Services in the Territory or the Business, as applicable, required to be performed or discharged under the Retained Commingled Agreements in accordance with their respective terms.
From and after Completion. (a) The Seller shall retain and preserve its Tax records and relevant financial information relating to its Pre-Completion Relevant Tax Affairs and Post-Completion Relevant Tax Affairs, but shall deliver copies of any such Tax Records and relevant financial information in connection with the consummation of the Transaction. The Seller shall permit the Purchaser and its advisors, on the Purchaser giving reasonable notice, access during normal office hours to them where required reasonable required for Taxation purposes;
From and after Completion. ISC hereby agrees to provide, or cause to be provided, to AUCS the transitional support services of the finance, human resources and legal departments as further set out in Schedule 4 or, if not set out in Schedule 4, then in accordance with the Personnel Cross-Charging Agreement (as referred to in (iv) under the definition of Terminated Agreements in clause 1.1), (a) for the period of time, and (b) at the prices or as charged in accordance with the principles listed on Schedule 4 or agreed pursuant to the Personnel Cross-Charging Agreement. Such arrangements shall be reviewed between the parties during the first two weeks of April 2003 to determine whether and on what conditions the parties should continue such arrangements.
