Australian GST Sample Clauses

Australian GST. (a) All consideration, relating to TFA’s participation hereunder, to be paid or provided under or in connection with this Agreement has been calculated without regard to GST. If all or part of any such consideration is the consideration for a taxable supply or chargeable with GST then, when the recipient of the taxable supply provides the consideration (or first part of it): (i) it must pay to the supplier an additional amount equal to that consideration (or part) multiplied by the appropriate rate of GST as provided for under the relevant GST Law; and (ii) the supplier will promptly provide to the recipient a tax invoice complying with the relevant law relating to GST. (b) However, if an adjustment event (for the purposes of the relevant GST Law) arises in respect of any consideration provided by a recipient for a taxable supply which is chargeable with GST then the additional amount paid pursuant to Section 9.16(a) must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment. (c) This Section 9.16 does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the GST Act. (d) A term which has a defined meaning in the GST Law has the same meaning when used in this Section 9.16. For the purposes of this Section 9.16: (i) “GST” has the same meaning as given to the term “GST” under the GST Act; (ii) “GST Act” means the Australian A New Tax System (Goods and Services Tax) Axx 0000 of Australia; and “GST Law” has the same meaning as given to the term “GST law” under the GST Act.

Australian GST. Except where the context suggests otherwise, terms used in this paragraph (g) have the meaning given to those terms by the A New Tax System (Goods and Services Tax) Axx 0000 (Cth) (as amended from time to time). All payments (including the provision of any non-monetary consideration) to be made by a Loan Party under or in connection with any Loan Document (other than under this paragraph (g)) are exclusive of GST. (i) If all or part of that payment is the consideration for a taxable supply made by a Recipient for GST purposes then, when the Loan Party makes the payment: (A) it must pay to the Recipient an additional amount equal to that payment (or part) multiplied by the appropriate rate of GST (as at the date of this Agreement, 10%) (a “GST Amount”); (B) the GST Amount is to be paid at the same time as the other consideration is to be first provided for that taxable supply; and (C) as a precondition to the payment of the GST Amount under this paragraph (g), the Recipient will provide to the Loan Party a tax invoice complying with the relevant law. (ii) Where the amount of GST charged on a taxable supply made under or in connection with a Loan Document differs from the amount shown on the tax invoice issued by the Recipient, the Recipient will issue a credit note or debit note (as applicable) and the parties will make such payment between them as necessary to reflect the adjustment to the amount of GST charged. (iii) Where under any Loan Document a Loan Party is required to reimburse or indemnify for an amount, that Loan Party will pay the relevant amount (including any sum in respect of GST) less any GST input tax credit to which the relevant Recipient is entitled to claim in respect of that amount.

Australian GST. (a) Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement are exclusive of Australian GST. (b) The Acquiring Parties and the Transferor Parties acknowledge and agree that the supply of the Transferred Assets under this Agreement is the supply of a going concern for the purposes of section 38-325 of the GST Act. (c) The Transferor Parties warrant that: (i) the Transferred Assets are all of the things that are necessary for the continued operation of the Business; and (ii) the Transferor Parties will carry on the Business until the day of the supply of the Transferred Assets under this Agreement. (d) The Acquiror warrants that it will be registered for Australian GST at the time the Transferred Assets are supplied to it pursuant to this Agreement. (e) If, despite the agreement contained in Section 5.16(b), Australian GST is payable on any supply made under or in connection with this Agreement, for which the consideration is not expressly stated to include Australian GST, the recipient agrees to pay to the supplier an additional amount equal to the Australian GST payable at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. However: (i) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; (ii) if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) this Section 5.16(e) does not apply to the extent that the Australian GST on the supply is payable by the recipient under Division 84 of the GST Act. (f) If a Party is required under this Agreement to indemnify another Party, or pay or reimburse costs of another Party, that Party agrees to pay the relevant amount less any input tax credits to which the other Party (or to which the representative member for a GST group of which the other Party is a member) is entitled. (g) For the purposes of this Section 5.16, a term which has a defined meaning in the GST Act has the same meaning when used in this Section 5.16.

Australian GST. Unless expressly stated otherwise in the relevant Loan Document, the consideration payable for any supply made by or through a Lender or Issuing Bank under or in connection with any Loan Document does not include Australian GST.

Australian GST. (a) The Australian Subsidiary and the ACE Australian Subsidiary agree that the Agreement, and the sale and purchase of the Australian Acquired Assets contemplated hereby is the supply of a going concern by the Australian Subsidiary to the ACE Australian Subsidiary, which is Australian GST -free under subdivision 38-J of the Australian GST Act, and Sellers agree that they will conduct the subject matter of the Agreement as such up to and including the Closing Date. The ACE Australian Subsidiary has delivered to Sellers evidence that it is registered for Australian GST. The Australian Subsidiary has delivered to the ACE Australian Subsidiary evidence to that it is registered for Australian GST. Any amount that Sellers pay or are liable to pay to Buyer or the ACE Australian Subsidiary under any indemnity under this Agreement, or for breach of this Agreement is to be treated as a reduction of the purchase price in Section 2.7 for the purposes of the Australian GST Act. Any amount that Buyer or the ACE Australian Subsidiary pays or is liable to pay to Sellers under any indemnity under this Agreement, or for breach of this Agreement by Buyer or the ACE Australian Subsidiary is to be treated as an accretion to the purchase price in Section 2.7 for the purposes of the Australian GST Act. If the Australian Subsidiary or the ACE Australian Subsidiary is entitled to be reimbursed for an expense or outgoing incurred in connection with the Agreement, then the amount of the reimbursement will be net of any input tax credits which may be claimed by the party being reimbursed in relation to that expense or outgoing. Terms defined in the Australian GST Act have the same meaning in this Section 8.3 unless provided otherwise. (b) Unless expressly included, the consideration for any supply under or in connection with this Agreement does not include Australian GST. Subject to Section 8.2(a), to the extent that any supply made by Australian Subsidiary or the ACE Australian Subsidiary under or in connection with this Agreement is a taxable supply, the relevant supplier may increase the consideration for that supply by an amount not exceeding the amount of the consideration multiplied by the rate at which Australian GST is imposed in respect of the supply. The right of Australian Subsidiary or the ACE Australian Subsidiary to recover any amount in respect of Australian GST under this Agreement on a supply is subject to the issuing of the relevant tax invoice or adjustment note to...

Australian GST. (a) For the purposes of this Section 8.7, the terms “GST” and “Input Tax Credit” have the meanings given to them in section 195-1 of A New Tax System (Goods and Services Tax) Xxx 0000 (Cth) of Australia, as amended. Also, for the purposes of this Section 8.7, “Taxable Supply” means any supply made by any Bank or the Facility Agent under or in connection with the Credit Documents to which GST applies.

Australian GST. (a) For the purposes of this Section 11.8: (i) words and phrases which have a defined meaning in the GST Act have the same meaning when used in this Section 11.8, unless the contrary intention appears; and (ii) each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies is to be treated as if it were a separate supply. (b) Unless expressly stated otherwise, all consideration to be provided under this document is exclusive of GST. (c) If GST is payable, or notionally payable, on a supply made in connection with this document, the party providing the consideration for the supply agrees to pay to the supplier an additional amount equal to the amount of GST payable on that supply (the “GST Amount”). (d) Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time as the GST-exclusive consideration for the supply, or the first part of the GST-exclusive consideration for the supply (as the case may be), is payable or is to be provided. (e) This Section 11.8 does not apply to the extent that the consideration for the supply is expressly stated to include GST or the supply is subject to a reverse-charge. (f) If an adjustment event arises for a supply made in connection with this document, the GST Amount (or the GST component of any consideration expressed to be inclusive of GST) must be recalculated to reflect that adjustment. The supplier or the party providing the consideration for the supply (as the case may be) agrees to make any payments necessary to reflect the adjustment and the supplier agrees to issue an adjustment note. (g) Unless expressly stated otherwise in this document, any payment, indemnity, reimbursement or similar obligation that is required to be made in connection with this document which is calculated by reference to an amount paid by another party must be reduced by the amount of any Input Tax Credits which the other party (or the representative member of any GST group of which the other party is a member) is entitled. If the reduced payment is consideration for a taxable supply, clauses Sections 11.8(c)-(e) apply to the reduced payment. This Section 11.8 will not merge upon Closing and will continue to apply after expiration of this Agreement.

Australian GST. Unless otherwise expressly stated, all amounts payable under this document are expressed to be exclusive of GST. If GST is payable on a supply made under or in connection with this document, for which the consideration is not expressly stated to be GST inclusive, the party providing the consideration for that supply must pay to the supplier as additional consideration an amount equal to the amount of GST payable on that supply (the “GST Amount”). The GST Amount is payable at the same time that the other consideration for the supply is provided, except that the GST Amount need not be paid until the supplier gives a tax invoice to the recipient of the supply. Where any indemnity, reimbursement or similar payment under this document is based on any cost, expense or other liability incurred, it will be reduced by an amount equal to any input tax credit entitlement which the party being reimbursed or indemnified is entitled to in relation to the relevant cost, expense or other liability. Whenever an adjustment event occurs in relation to any supply made under or in connection with this document, the GST Amount will be recalculated to reflect that adjustment and the amount of the difference from the GST Amount must be paid by, refunded to or credited to the recipient of the supply, as applicable. This clause survives the termination of this document. Unless the context requires otherwise, words and expressions that have a defined meaning in A New Tax System (Goods and Services Tax) Axx 0000 (Cth) will have the same meaning when used in this Section 8.02.

Australian GST. (a) This clause 10.2 applies if and to the extent GST is payable. (b) In this clause 10.2, the expressions 'consideration', 'GST', 'input tax credit', 'recipient', 'supplier', 'supply', and 'tax invoice' have the same meaning given by the GST Law. (c) GST Law has the same meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999.

Australian GST. (a) Notwithstanding any other provision of this Agreement: (i) in the event that GST has application to any supply made under or in connection with this Agreement by a Lender, that Lender may, in addition to any amount or consideration payable under this Agreement, recover from South Pacific an additional amount on account of GST, such amount to be calculated by multiplying the relevant amount or consideration payable by South Pacific for the relevant supply by the prevailing GST rate; and /or (ii) without limiting the generality of the foregoing, in the event that a Lender is not entitled to an input tax credit in respect of the amount of any GST charged to or recovered from that Lender by any person, or payable by that Lender, or in respect of any amount which is recovered from that Lender by way of reimbursement of GST referable directly or indirectly to any supply made under or in connection with this Agreement, that Lender shall be entitled to increase any amount or consideration payable by South Pacific on account of such input tax and recover from South Pacific the amount of any such increase. (b) Any additional amount on account of GST, or on account of an amount for which a Lender is not entitled to an input tax credit, recoverable from South Pacific pursuant to Section 2.10(a) shall be calculated without any deduction or set-off of any other amount and is payable by South Pacific upon demand by the party whether such demand is by means of an invoice or otherwise. (c) Each Lender will use its best endeavors to determine reasonably the extent (if any) to which any amount payable by South Pacific to that party for any supply made under this Agreement may be reduced as a direct consequence of the abolition of or reduction in any taxes, duties, or statutory charges paid or payable by that Lender (as part of the imposition of GST) that directly relate to the supply by that Lender, and the amount payable by South Pacific to that Lender shall be reduced only to the extent of the reduction (if any) so determined by the Australian Lender. (d) Without limiting sub-paragraph 2.10(a), if requested by South Pacific in writing, the relevant Lender will provide an invoice in relation to any supply to which sub-paragraph 2.10 (a) has been applied no later than 28 days after the request is made.