DUTCH VAT. 21.1. The Transaction has been agreed on the explicit understanding that section 37d of the Value Added Tax Act (Wet op de Omzetbelasting 1968) (“Dutch VAT Act”) and section 8 of the VAT Implementation Decree 1968 (Uitvoeringsbeschikking Omzetbelasting 1968) apply to the transfer of each of the Dutch Assets, the Dutch Lease, the Dutch Contracts and the Dutch Records under the contemplated Transaction, as the Dutch Business qualifies as a separate enterprise which is transferred as a going concern. Sellers shall, prior to Completion, request the competent Dutch Tax authority to confirm this and Buyers shall fully cooperate and provide information, if necessary, in respect of this request.
21.2. If nevertheless Dutch VAT is due on the transfer of any of the transferred Dutch Assets, the Dutch Lease, the Dutch Contracts or the Dutch Records under this Agreement, Buyers shall, upon receipt of a valid tax invoice issued by the relevant Seller, pay the amount of Dutch VAT due in relation to these transferred Dutch Assets, Dutch Lease, Dutch Contracts and Dutch Records. All books, records, administration and other data and documents relating to Dutch VAT due or paid in respect of the Dutch Assets, the Dutch Lease, the Dutch Contracts or the Dutch Records shall be properly stored by Sellers for the minimum statutory term as applicable under the applicable (Dutch) VAT laws. Copies of such books, records, administration and other data and documents will be made available to Buyers upon first request.
DUTCH VAT. (a) Each Dutch Originator shall file with the competent tax authorities all Dutch VAT returns (aangifte omzetbelasting) to be made or filed by it, shall fulfil all other Dutch VAT related duties and obligations which it has vis-à-vis the Dutch tax authorities pursuant to applicable Dutch law (including applicable statements by the Dutch tax authorities) related thereto and shall pay any VAT balance (verschuldigde omzetbelasting) owing and payable when due to the competent Dutch tax authorities in accordance with applicable Dutch law (including applicable statements by the Dutch tax authorities) or in accordance with “best practice” as being accepted by the competent Dutch tax authority.
(b) The Dutch Originators shall indemnify the Purchaser with respect to any VAT owing and payable vis-à-vis the Dutch tax authorities (including, without limitation, secondary liabilities (hoofdelijke aansprakelijkheid).
(c) [reserved]
(d) Upon reasonable request of the Purchaser, each Dutch Originator shall inform the Purchaser of possible VAT claims against it or VAT notices by the Dutch tax authorities received by it without undue delay.
(e) Upon reasonable request (in case of doubt as to whether a Dutch Originator has paid VAT in accordance with its legal obligations) of the Purchaser, the relevant Dutch Originator shall in consultation with its tax department procure that its accountants or, alternatively, a reputable accounting or tax firm, confirms to the Purchaser that (i) such Dutch Originator has made and filed with the competent tax authorities all VAT related tax returns (aangifte omzetbelasting), when due and in the required form and (ii) either no payments in relation to VAT had to be made or the respective VAT has been paid or if not yet paid, the due date and the amount of such payments.
(f) Upon reasonable request (but only in the case that an accountant confirmation was not issued in accordance with Clause 15.15(e) or, if so issued, was not reasonably appropriate to satisfy the Purchaser’s information request), each Dutch Originator shall provide (subject to compliance with the data protection standards) with all tax returns (aangifte omzetbelasting) to be made or filed by it and evidence in relation to settlement of VAT resulting from such VAT tax return in respect of Receivables sold to the Purchaser.
(g) Pursuant to the decree from the Dutch Ministry of Finance of 5 September 2003, DGB2003/4484M, the Dutch Originator shall authorize the Purchaser to req...
