Common use of Certain VAT Matters Clause in Contracts

Certain VAT Matters. (a) Buyer and Parent are of the opinion that the transactions contemplated by this Agreement are not subject to VAT and Buyer and Parent agree not to take, or cause to be taken, any action that could reasonably be expected to cause VAT to become due. Parent shall, and shall procure that the other Sellers undertake, not to opt to treat the transactions contemplated hereunder as being subject to VAT (or other Tax of a similar nature in any jurisdiction). To the extent that the transactions contemplated in this Agreement are confirmed by an applicable Governmental Authority to be subject to VAT (or any other Tax of a similar nature in any jurisdiction), Buyer shall pay, and shall indemnify and hold harmless Parent, Sellers and each of their Affiliates from, such VAT (or any other tax of a similar nature in any jurisdiction), in addition to the Purchase Price, except to the extent that such VAT (or any other tax of a similar nature in any jurisdiction) is triggered by actions of Sellers which actions are not contemplated by this Agreement. To the extent so required, VAT (or any other tax of a similar nature in any jurisdiction) shall be payable by Buyer immediately upon receipt from the Sellers an invoice which complies with the respective VAT provisions of the respective VAT Code or other applicable Legal Requirement. (b) With respect to the VAT fiscal unity (umsatzsteuerliche Organschaft) between RSGG as the common parent company (Organträger) and Xxxxxxxx Xxxx Additives as controlled entity (Organgesellschaft) (the (“Controlled VAT Member”), (i) the Controlled VAT Member shall, and the Buyer shall procure that the Controlled VAT Member will, reimburse RSGG for any output VAT (Umsatzsteuer), which relates to supplies rendered or advance payments received by such Controlled VAT Member until and including the Closing Date and is paid or otherwise settled by RSGG in its capacity as the common parent, and (ii) RSGG shall reimburse the Controlled VAT Member for any input VAT (Vorsteuer), which relates to supplies or advanced payments received by the Controlled VAT Member until and including the Closing Date and is credited to RSGG in its capacity as the common parent. (c) The Controlled VAT Member shall not be required to reimburse RSGG pursuant to Section 9.2(b)(i), and RSGG shall not be required to reimburse the Controlled VAT Member pursuant to Section 9.2(b)(ii) if, and to the extent that, the Controlled VAT Member effected payment of the respective output VAT amount to RSGG or received payment of the respective input VAT amount from RSGG, as the case may be, on or prior to the Closing Date. Moreover, the Controlled VAT Member shall not be required to reimburse RSGG, and RSGG shall not be required to compensate the Controlled VAT Member, as the case may be, with respect to any amounts that were not reflected as a liability or asset in the calculation of Closing Working Capital or as Transferred Company Indebtedness. RSGG and the Controlled VAT Member shall, and Buyer shall procure that the Controlled VAT Member will reasonably cooperate to reduce the financial burden from such amounts, in particular if, and to the extent that such reduction does not result in any material cost to Buyer or the Controlled VAT Member. (d) For the avoidance of doubt, this Section 9.2 relates solely to those VAT matters referred to herein and the provisions of Section 9.1 shall control with respect to all other Tax matters.

Certain VAT Matters. (a) Buyer and Parent are of the opinion that the transactions contemplated by this Agreement are not subject to VAT and Buyer and Parent agree not to take, take any action or cause to be taken, any action taken that could reasonably be expected to cause VAT to become due. Parent shall, shall and shall procure that the other Sellers undertake, undertake not to opt to treat the transactions contemplated hereunder as being subject to VAT (or other Tax of a similar nature in any jurisdiction). To the extent that the transactions contemplated in this Agreement are confirmed by an applicable Governmental Authority to be subject to VAT (or any other Tax of a similar nature in any jurisdiction), Buyer shall pay, and shall indemnify and hold harmless Parent, Sellers and each of their Affiliates from, from such VAT (or any other tax of a similar nature in any jurisdiction), in addition to the Purchase Price, except to the extent that such VAT (or any other tax Tax of a similar nature in any jurisdiction) in addition to the Purchase Price, provided Buyer has received a proper invoice which complies with the respective VAT provisions of the respective VAT code or applicable provisions in other jurisdictions, but only to the extent such VAT (or such other Tax) is not triggered by actions of Sellers which actions that are not contemplated by this Agreement. To the extent so required, VAT (or any other tax Tax of a similar nature in any jurisdiction) shall be payable by Buyer immediately upon receipt from the Sellers of an invoice which complies with the respective VAT provisions of the respective VAT Code or applicable provisions in other applicable Legal Requirementjurisdictions. (b) With respect to the VAT fiscal unity (umsatzsteuerliche Organschaft) between RSGG as the common parent company (Organträger) and Xxxxxxxx Xxxx Additives Xxxxxxxxxx Wasserchemie GmbH and Xxxxxxxxxx Wasserchemie Holding GmbH as RSGG’s controlled entity entities (Organgesellschaft) as well as Rockwood Specialties GmbH as common parent company and Silo Pigmente GmbH and Rockwood Pigmente GmbH as Rockwood Specialties GmbH’s controlled entities (the (all controlled entities being “Controlled VAT MemberMembers”), (i) the each common parent company and each of its respective Controlled VAT Member Members shall, and the Buyer shall procure that that, the Controlled VAT Member will, reimburse RSGG Members will closely cooperate to ensure that (i) the Controlled VAT Members will compensate their respective common parent company for any output VAT (Umsatzsteuer), which relates to ) on supplies and services rendered or advance payments received by such Controlled VAT Member until and including the Closing Date and is paid or otherwise settled by RSGG in its capacity as the common parent, and (ii) RSGG shall reimburse the common parent companies will compensate their respective Controlled VAT Member Members for any input VAT (Vorsteuer), which relates to ) on supplies or advanced payments and services received by the Controlled VAT Member until and including the Closing Date and is credited to RSGG in its capacity as the common parent. (c) The Controlled VAT Member shall not be required to reimburse RSGG pursuant to Section 9.2(b)(i), and RSGG shall not be required to reimburse the Controlled VAT Member pursuant to Section 9.2(b)(ii) if, and to the extent that, the Controlled VAT Member effected payment of the respective output VAT amount to RSGG or received payment of the respective input VAT amount from RSGG, as the case may be, on or prior consistent with past practice up to the Closing Date. Moreover, irrespective of whether any of the Controlled VAT Member shall not be required to reimburse RSGG, and RSGG shall not be required to compensate aforementioned supplies or services have been accounted for by the respective common parent company or Controlled VAT Member, as the case may be, with respect to any amounts that were not reflected as a liability before or asset in on the calculation of Closing Working Capital Date or as Transferred Company Indebtedness. RSGG and after the Controlled VAT Member shall, and Buyer shall procure that the Controlled VAT Member will reasonably cooperate to reduce the financial burden from such amounts, in particular if, and to the extent that such reduction does not result in any material cost to Buyer or the Controlled VAT MemberClosing Date. (dc) For the avoidance of doubt, this Section 9.2 relates solely to those VAT matters referred to herein and the provisions of Section 9.1 shall control with respect to all other Tax matters, including any VAT matters other than those referred to herein.