New Zealand GST Sample Clauses

New Zealand GST. (a) In this Section 8.3, a word or expression defined in the GST Act has the meaning given to it in the GST Act, unless the context otherwise requires. (b) Without limiting any other Section in this Agreement, the Parties acknowledge for GST purposes that, at the date this Agreement is entered into (i) the Purchase Price is payable in accordance with this Agreement for the supply of the Purchased Assets plus GST (if any), (ii) to the extent that the Purchased Assets are Business Intellectual Property that is supplied to Buyer or an Affiliate of the Buyer designated in accordance with Section 2.1 and 2.5 that (within the meaning of the GST Act) is not resident in New Zealand and is outside New Zealand at Closing, the supply of such assets will be zero-rated in accordance with section 11A(1) of the GST Act, subject to Sections 8.3(i) and (j), (iii) to the extent that the supply of the Purchased Assets is (in whole or in part) not a supply zero-rated in accordance with Section 8.3(b)(ii), such supply (the “Standard Rated Supply”) is a taxable supply on which GST is charged at the rate of 15%, and (iv) the amount of GST chargeable with respect to the Standard Rated Supply, being an amount equal to the GST Component, will be payable by Buyer or its relevant Affiliate to the relevant Seller Subsidiary in addition to that amount of the GST exclusive Purchase Price attributable to the Purchased Assets included in the Standard Rated Supply. (c) Buyer, on behalf of itself and its Affiliates, and any relevant Seller Subsidiary each warrant to the other that they will be a registered person under the GST Act on the Closing Date. (d) The relevant Seller Subsidiary will issue a tax invoice to Buyer or its relevant Affiliate in respect of the Standard Rated Supply on the Closing Date (all monetary amounts in such tax invoice to be expressed in New Zealand dollars in accordance with section 77 of the GST Act, with the Purchase Price converted to New Zealand dollars at the Exchange Rate). (e) Buyer or its relevant Affiliate will pay the GST Component by procuring that the benefit of its GST Refund in respect of the tax invoice issued under Section 8.3(d) is transferred by the Commissioner to the GST account of the relevant Seller Subsidiary as evidenced by written confirmation from the Commissioner that the transfer has occurred, such written confirmation to be received by the relevant Seller Subsidiary no later than the GST Date (the “GST Transfer”). Seller and each relev...
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Related to New Zealand GST

  • New Zealand Notifications

  • Norway There are no country-specific provisions.

  • Australia If you acquired the software in Australia, contact Microsoft to make a claim at

  • Malaysia Notifications

  • South Africa Terms and Conditions Notifications

  • Singapore The prospectus supplement and the attached Base Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement, the attached Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA ) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”). Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

  • in Ireland (i) in respect of income tax and capital gains tax, for any year of assessment beginning on or after the 1st January in the calendar year next following that in which this Agreement enters into force; (ii) in respect of corporation tax, for any financial year beginning on or after 1st January in the calendar year next following that in which this Agreement enters into force.

  • Belgium NOTIFICATIONS

  • Canada A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

  • India No country-specific provisions apply.

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