Supply of a going concern Sample Clauses

Supply of a going concern. 15.1 If there is a supply under this agreement to which section 11(1)(mb) of the GST Act does not apply but which comprises the supply of a taxable activity that is a going concern at the time of the supply, then, unless otherwise expressly stated herein: (1) Each party warrants that it is a registered person or will be so by the date of the supply; (2) Each party agrees to provide the other party by the date of the supply with proof of its registration for GST purposes; (3) The parties agree that they intend that the supply is of a taxable activity that is capable of being carried on as a going concern by the purchaser; and (4) The parties agree that the supply made pursuant to this agreement is the supply of a going concern on which GST is chargeable at zero per cent. 15.2 If it subsequently transpires that GST is payable in respect of the supply and if this agreement provides for the purchaser to pay (in addition to the purchase price without GST) any GST which is payable in respect of the supply made under this agreement, then the provisions of clause 13.0 of this agreement shall apply.

Supply of a going concern. (a) The parties agree that the supply of the Assets pursuant to this Agreement is the supply of a going concern for the purposes of sub-division 38-J of the GST Act. (b) The Purchaser warrants that it is Registered. (c) If, despite clause 21.1(a), the Vendor or the Purchaser (acting reasonably and at any time before Completion) or any relevant competent authority determines that the supply of all or any part of the Assets is not the supply of a going concern for GST purposes and is a Taxable Supply: (i) the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration; (ii) in addition to any amount payable under clause 21.1(c)(i) the Purchaser must pay to the Vendor all interest, fines, penalties, charges, and additional amounts payable as a result of the supply being incorrectly treated in whole or in part as the supply of a going concern or as a result of the GST payable on the supply being paid late or as a result of the GST Amount being paid late; Business Sale Agreement (iii) the Purchaser must pay to the Vendor the amounts payable by the Purchaser pursuant to this clause upon demand; and (iv) it will not be a defence to any claim against the Purchaser pursuant to this clause that a Vendor has failed to mitigate the Vendor’s damages by paying an amount of GST when it fell due under the GST Law.

Supply of a going concern. If in Item 16 the Sale is agreed to be the supply of a going concern, and so GST-free, then: 25.1 the Purchaser warrants that the Purchaser will, at Settlement, be registered or required to be registered under the GST Act; and 25.2 the Vendor warrants that the Vendor, on the Execution Date, carries on, and will at all times until Settlement carry on, the relevant enterprise and will, pursuant to this contract and any other agreement which exists between the Vendor and the Purchaser, supply to the Purchaser at Settlement all of the things which are necessary to carry on the relevant enterprise.

Supply of a going concern. The Vendor and the Purchaser each warrant that, at Completion, they will be registered or required to be registered by the GST Act. The Vendor must carry on the Business until Completion. The parties agree that this Agreement provides for the supply of the Business, inclusive of the Assets as a going concern. If GST is payable in connection with the supply of the Business inclusive of the Assets under this Agreement, the parties agree that the consideration paid under this Agreement is exclusive of GST and the Purchaser must pay the Vendor an additional amount on account of GST under clauses 4.6(c) to 4.6(e). Further, the Purchaser indemnifies the Vendor from and against any liability or obligation to pay GST in connection with this Agreement subject to the receipt of a valid Tax Invoice.

Supply of a going concern. (a) Any reference in this clause 15 to a term defined or used in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) is, unless the context indicates otherwise, a reference to that term as defined or used in the GST Act. (b) Any amount referred to in this deed which is relevant in determining a payment to be made by one party to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (c) The Parties agree that the sale of the Xxxxx Shoal Interests constitutes the supply of a going concern and to the understanding of the Parties is accordingly GST-free.

Supply of a going concern. If any transfer is a transfer of a tenanted property or of the Station Areas (as defined in clause 9.1) then, unless otherwise expressly stated, the parties agree that the supply is the supply of a going concern under section 11(1 )(c) of the Goods and Services Tax Xxx 0000 on which GST is chargeable at zero per cent. If however, it subsequently transpires that GST is payable in respect of the supply then the provisions of clauses 19.6.2 to 19.6.4 shall apply.

Supply of a going concern. Raytheon Australia and L-3 Australian Subsidiary acknowledge and agree that: (a) the sale of the Australian AIS Business is a supply of a going concern for the purposes of the A New Tax System (Goods and Services Tax) Xxx 0000 (Cwlth); (b) Raytheon Australia will supply to L-3 Australian Subsidiary all of the things that are necessary for the continued operation of the Australian AIS Business as provided by Article 1.1 of the Asset Purchase Agreement; (c) L-3 Australian Subsidiary warrants that it is Registered or is Required to be Registered at the date of Closing; and (d) Raytheon Australia will carry on the Australian AIS Business until the date of the supply of the Australian AIS Business to L-3

Supply of a going concern. (a) The parties acknowledge and agree that the Seller’s supply of all things in connection with this Agreement constitutes the supply of a going concern for the purposes of the GST Law, and is intended to be GST-free. (b) The Seller shall continue to carry on the Business until Completion.

Supply of a going concern. (a) The Parties agree that the supplies of the respective Sale Interests under and in accordance with this Agreement each constitute supplies of a going concern for the purpose of the GST Law; (b) The Seller Parties covenant that they carry on and will continue to carry on until Completion the enterprises to which this clause 19.2 relates; (c) The Parties warrant that they are registered for GST under the GST Law and covenant that is will continue to be so registered as at Completion; (d) Notwithstanding the agreement of the Parties in clause 19.2(a), if for any reason and to any extent the supply of the Sale Interests by any Party is not accepted by the Commissioner as a GST-free supply of a going concern: (i) subject to clause 19.2(d)(ii), the Buyer Party must pay to the Seller Party an amount equal to the amount of the GST payable by the Buyer Party in respect of the sale within 14 days after the Commissioner confirms the Seller Party’s liability to GST in an assessment or correspondence; and (ii) the Buyer Party is not required to pay to the Seller Party an amount under clause 19.2(d)(i) unless and until the Seller Party issues a tax invoice.

Supply of a going concern. (a) The parties agree that the Supply made by the Seller to the Buyer under this agreement (Business Supply) is a Supply of a Going Concern for the purposes of section 38‑325 of the GST Act and will be treated as being a GST-free Supply such that clause 23.2 does not apply to it. (b) The Seller warrants and represents that it: (i) will supply to the Buyer all of the things that are necessary for the continued operation of an Enterprise; and (ii) will continue to carry on the Enterprise without interruption until and including the Completion Date. (c) The Buyer warrants that it is registered or required to be registered for GST under the GST Law as at the Completion Date. (d) If there is an assessment by the Commissioner of Taxation that GST is payable on the Business Supply, then clause 23.2 applies to the Business Supply such that an additional amount will be payable on account of GST (Additional Amount), except that: (i) any Additional Amount payable under clause 23.2 is payable by the Buyer within 10 Business Days of receipt of a Tax Invoice for the Business Supply; and (ii) the Additional Amount must be refunded to the Buyer if the assessment is overturned by the Commissioner of Taxation, a Court or tribunal.