Seagate 2010 Annual Report Download - page 172

certificate of the Guarantor executed under its common seal in respect of the Share Consideration.
2.3
VAT; Withholding Taxes .
(a)
The Purchase Price is meant to be a net amount that does not include any VAT. To the extent that the consummation
of the transactions contemplated by this Agreement is subject to VAT, such VAT shall be paid (i) if and to the extent such VAT is owed
by the Seller under the Laws of the relevant jurisdictions, by the Purchaser and/or a Purchaser Designee, as the case may be, to the
Seller at the Closing in addition to the Purchase Price, and (ii) if such VAT is owed by the Purchaser under the Laws of the relevant
jurisdictions, by the Purchaser to the competent Taxing Authority. The determination of (i) to what extent the execution of this
Agreement is subject to VAT, and (ii) to what extent such VAT is owed by the Seller or by the Purchaser shall be agreed, in accordance
with applicable Laws regarding VAT, by the parties at least fifteen (15) days prior to the Closing; provided, however , that if the parties
fail to reach such an agreement, the opinion of the Purchaser on the applicable VAT treatment of this Agreement shall prevail and such
treatment shall be applied at the Closing. For purposes of making this determination, the Purchaser and/or Purchaser Designee shall be
entitled to seek rulings from the relevant Taxing Authority, and upon the request of the Purchaser and/or Purchaser Designee, the Seller
shall cooperate and provide all reasonable assistance in connection therewith. On the Closing Date, the Seller shall issue an invoice or
the equivalent thereof in the relevant jurisdiction in accordance with applicable Laws regarding VAT. The parties hereto shall cooperate
with each other to the extent reasonably requested and legally permitted to minimize any VAT.
(b)
If the VAT amount actually payable is higher or lower than the amount shown on the relevant invoice (including
cases where no VAT has been invoiced at all) based on a determination of the parties (in accordance with applicable Laws regarding
VAT) made after the Closing or due to an assessment after the Closing of a Taxing Authority, the parties shall make appropriate
declarations and filings with the relevant Taxing Authorities, amend any invoices (to the extent required by applicable Laws regarding
VAT), provide to the respective other party any requested information and copies of relevant documents and make any required
payments to each other and the Taxing Authorities, respectively, in each case without unreasonable delay. In particular, if according to a
final determination made by a Taxing Authority the VAT payable by the Seller is higher than shown on the relevant invoice (including
cases where no VAT has been invoiced at all), the Purchaser and/or Purchaser Designee shall pay the corresponding shortfall amount to
the Seller within ten (10) Business Days after receipt from the Seller of notification of the shortfall amount and a copy of the
notification from the relevant Taxing Authority. Any interest and/or penalty due to be paid to a Taxing Authority shall be borne by the
Purchaser and/or Purchaser Designee as the case may be, unless to the extent such interest and/or penalty is triggered by a default of the
Seller to timely pay the VAT in accordance with the determination under Section 2.3(a), in which case the Seller shall solely bear such
interest/penalty. If the VAT assessed by such Taxing Authority is lower than that shown on the relevant invoice (including cases where
no VAT has to be invoiced), the Seller shall pay such excess amount to the Purchaser
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