Transfer and Value Added Taxes Clause Samples

Transfer and Value Added Taxes. (a) All sales, transfer (including real estate transfer), stamp, consumption, documentary, filing, registration, recordation and other similar Taxes (but not including VAT) together with any notarial and registry fees and recording costs (“Transfer Taxes”) resulting from the transfer by Sellers of the Acquired Assets to Buyers, Olympus France Newco, Olympus Germany Newco and Olympus Japan Newco, including the transfer of any and all transferable Regulatory Registrations, the Target Shares, and the Transferred Intellectual Property, shall be borne equally by Buyers and Sellers. In the event that any Transfer Taxes are paid by a Party, such Party shall deliver written notice of such payment to the other Party and the other Party shall within ten (10) Business Days of the receipt of such notice, pay to the applicable Party by wire transfer of immediately available funds to the account designated by such Party half of all amounts listed on such notice. (b) All VAT shall be handled as follows: (i) For those jurisdictions that have adopted Art. 19 of the Principal VAT Directive (Council Directive 2006/112/EC of 28 November 2006) or, for non-EU countries, a Law to the same effect, it shall be the responsibility of both Parties to determine whether or not the regime of a “Transfer of a business as a Going Concern” applies in the respective jurisdiction to the transfer of the relevant Acquired Assets. In case the Parties cannot agree in good faith within fifteen (15) days after the Closing Date as to whether the transfer of the relevant Acquired Assets is to be treated as a “Transfer of a business as a Going Concern” or in case the respective Governmental Authority renders a tax ruling in this respect, subsection (ii) shall apply accordingly. To the extent the relevant Parties treat the transfer of the Acquired Assets as a “Transfer of a business as a Going Concern” in line with Art. 19 of the Principal VAT Directive (Council Directive 2006/112/EC of 28 November 2006) or, for non-EU countries, a Law to the same effect, no supply of goods or services will take place and the transfer will be out of scope of the relevant VAT Law. However, if the respective Governmental Authority subsequently disagrees with the Parties’ treatment of such transfer as a “Transfer of a Going Concern,” any amounts assessed (“Assessed VAT”) on such transfer in respect of VAT by such Governmental Authority shall be handled in the manner set forth in subsections (ii) and (iii) below. (ii) If ...