GST SALE OF A GOING CONCERN Clause Samples

GST SALE OF A GOING CONCERN. 17.1 The Vendor and the Purchaser mutually agree that the sale of the Business Assets under or in connection with this Agreement is the supply by the Vendor to the Purchaser of a going concern within the meaning of A New Tax System (Goods and Services Tax) A▇▇ ▇▇▇▇ (the GST law) and the sale is therefore GST free. 17.2 The Purchaser warrants to the Vendor that it is registered under the GST law (or will be so registered prior to Settlement). 17.3 If for any reason the sale of the Business Assets under this agreement is not GST free as contemplated in this clause 17, then the Purchaser must on written demand from the Vendor, pay to the Vendor (by way of further consideration for the sale of the Business Assets) an amount calculated under the GST law as being the GST payable on the sale of the Business Assets. 17.4 If the Vendor incurs any penalties under the GST law because the sale of the Business Assets under this agreement has been treated by the parties as being GST free then: (a) If the reason for the sale not being GST free is solely because of some act, default or omission on behalf of the Vendor, the Vendor must bear those penalties without any recourse to the Purchaser; (b) If the reason for the sale not being GST free is solely because of some act, default or omission on the part of the Purchaser, the Purchaser must pay or reimburse the Vendor (as the case may be) those penalties on demand; and (c) In any other case, the penalties must be borne by the parties equally, and any amount of penalty that is to be borne by the Purchaser is payable to the Vendor on demand. Asset Sale & Purchase AgreementKartKraft