UK Value Added Tax Sample Clauses

UK Value Added Tax. (a) Seller and Purchaser consider that --------------- section 49 (1) of the Value Added Tax Act 1994 of England and Wxxxx ("XATA") and Article 5 of the Value Added Tax (Special Provisions) Order 1995 of England and Wales will apply to the sale and purchase of the Calumet Coach Assets, so that the transaction is treated as a transfer of a going concern. Accordingly: (i) Seller shall at Closing deliver to the Purchaser all records relating to the Calumet Coach Assets required by section 49(1)(b) of VATA to be preserved by Purchaser. Seller shall not apply for a direction pursuant to section 49(1)(b) of VATA permitting the retention by Seller of those records. (ii) Seller and Purchaser shall use all reasonable endeavors to secure that, pursuant to the provisions referred to above, the sale of Calumet Coach Assets hereunder is treated as neither a supply of goods nor a supply of services for Value Added Tax ("VAT") purposes; and (iii) no re-allocation of Seller's VAT registration number to Purchaser shall be applied for. (b) Seller warrants and undertakes to Purchaser that: (i) neither it nor any relevant associate (within the meaning of paragraph 3 of schedule 10 of VATA) has made, or will prior to Closing, make any election under paragraph 2 of schedule 10 of VATA in respect of the Calumet Coach Leased Property and that the Calumet Coach Leased Property is not a new or incomplete building or civil engineering work for the purposes of item 1(a) of Group 1 of schedule 9 of VATA; and (ii) neither the Calumet Coach Assets nor any part of them is or will at Closing be a capital item for the purposes of part XV of the VAT Regulations 1995 of England and Wales.
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UK Value Added Tax. The Buyer undertakes to the Seller to supply to the Sellers evidence reasonably satisfactory to the Sellers that it is a registered taxable person for the purposes of VAT.
UK Value Added Tax. It is the intention of all parties to this Agreement that the Business shall be transferred to the Buyer as a going concern on the terms and conditions set forth herein and that the provisions of Article 5 shall apply to such transfer and the sale and purchase of the Acquired Assets as to be treated as neither a supply of goods nor a supply of services for purposes of VAT, and each party shall use its reasonable endeavors to procure that the sale of the Business is treated as neither a supply of goods nor a supply of services under that Article.
UK Value Added Tax. (a) The Affiliate of the Buyer acquiring the United Kingdom Asset Class is or will as a result of the transfer immediately become a taxable person (as defined in section 3(1) of the United Kingdom Value Added Tax Act 1994). (b) The Transferred Assets which are being transferred by the UK Seller pursuant to this Agreement will be used by the Buyer or an Affiliate of the Buyer acquiring the United Kingdom Asset Class in carrying on the same kind of business for which those Transferred Assets are used by the UK Seller.
UK Value Added Tax. (a) Sellers and Buyer shall use all reasonable endeavors to procure that the sale of the UK Business under this Agreement is treated
UK Value Added Tax. (a) The Buyer and ISSUK shall use their reasonable endeavours to procure that section 49(1) of the Value Added Tax Xxx 0000 ("VATA"), and Article 5 of the Value Added Tax (Special Provisions) Order 1995 (SI 1995/1268) shall apply to the sale by ISSUK pursuant to Article II of this Agreement. For this purpose, the Buyer shall give reasonable assistance and co-operation to ISSUK to enable ISSUK as soon as is practicable to prepare and submit a written request for a determination from Customs to that effect. (b) The Buyer and ISSUK shall co-operate in seeking that Customs does not require ISSUK to account for VAT on the sale by it of any of the Acquired Assets pursuant to Article II of this Agreement (the "UK ACQUIRED ASSETS") prior to a determination being obtained in accordance with this Section 7.11(b). If payment of VAT is required by Customs, the Buyer shall pay such VAT upon provision by ISSUK of a valid and proper VAT invoice. (c) ISSUK shall deliver to Buyer in connection with the execution of this Agreement all records required to be kept in relation to the UK Acquired Assets in relation to VAT and shall not make any request to Customs pursuant to section 49(1)(b) of VATA for permission to retain such records.
UK Value Added Tax. (a) The entity which acquires the UK Asset Class, whether the Buyer or an Affiliate to which it has assigned rights hereunder pursuant to Section 13.8, will become registered under the VAT Act by the time of the Closing applicable to the UK Asset Class. (b) The UK Asset Class will be used by the Buyer (or any of its Affiliates to which it has assigned rights hereunder pursuant to Section 13.8 that acquires the UK Asset Class) in carrying on the same kind of business for which the UK Asset Class is used by the Seller of the UK Asset Class. (c) There are no arrangements in existence for the transfer by the Buyer (or any of its Affiliates to which it has assigned rights hereunder pursuant to Section 13.8 that acquires the UK Asset Class) of the legal or the beneficial interest in the UK Asset Class. (d) The provisions of paragraph (2B) of Article 5 of the VAT Order do not apply to the Buyer (or any of its Affiliates to which it has assigned rights hereunder pursuant to Section 13.8 that acquires the UK Asset Class), and the Buyer undertakes to notify the Company promptly in writing if that paragraph becomes applicable at any time on or before the Closing applicable to the UK Asset Class. (e) The Buyer undertakes to the Company that the Buyer (or any of its Affiliates to which it has assigned rights hereunder pursuant to Section 13.8 that acquires the UK Asset Class), if and to the extent that the Seller has notified the Buyer in writing, not later than 15 Business Days prior to the relevant Closing Date, that it (or its applicable Affiliate) has made any election as described in the following sub-paragraphs and provided reasonable evidence of the same: (i) shall make an election (if it has not done so prior to the date of this Agreement) to waive the exemption from VAT pursuant to paragraph 2 of Schedule 10 to the VAT Act in respect of the Leased Real Properties that are part of the UK Asset Class. Such election by the Buyer (or its Affiliate) shall have effect no later than the relevant date (which has the meaning given to it by paragraph (3) of Article 5 of the VAT Order); (ii) will not revoke such election under the provisions of paragraph 23 of Schedule 10 to the VAT Act; (iii) shall give written notification to HMRC of such election as required by paragraph 20 of Schedule 10 to the VAT Act, together with any other information referred to in that paragraph, within the time limit referred to in that paragraph; and (iv) shall supply to the Company at or pri...
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Related to UK Value Added Tax

  • Value Added Tax (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party). (b) If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

  • Value Added Tax (VAT Where appropriate, VAT will be added to the fees or charges on your product account.

  • Value Added Taxes The Rent and other amounts payable by LESSEE under this Lease are exclusive of any value added tax, turnover tax or similar tax or duty.

  • VAT (a) All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier Party) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier Party (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier Party (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 14.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

  • DAC TAX The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29, 1992, under Section 848 of the Internal Revenue code of 1986, as amended, whereby: 12.1.1 The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1); and 12.1.2 Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. To achieve this, the Company shall provide the Reinsurer with a schedule of its calculation of the net considerations for all reinsurance agreements in force between them for a taxable year by no later than May 1 of the succeeding year. The Reinsurer shall advise the Company no later than May 31, otherwise the amounts will be presumed correct and shall be reported by both parties in their respective tax returns for such tax year. If the Reinsurer contests the Company's calculation of net consideration, the parties agree to act in good faith to resolve any differences within thirty (30) days of the date the Reinsurer submits its alternative calculation and report the amounts agreed upon in their respective tax returns for such year. The term "net consideration" will refer to the net consideration as defined in Regulation Section 1.848-2(f). The Company and the Reinsurer will report the amount of net consideration in their respective federal income tax returns for the previous calendar year. The Company and the Reinsurer will also attach a schedule to their respective federal income tax returns which identifies the Agreement as a reinsurance agreement for which the DAC Tax Election under Regulation Section 1.848.2 (g) (8) has been made. This DAC Tax Election will be effective for all years for which this Agreement remains in effect. The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

  • GST (a) Words or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

  • Goods and Services Tax (GST (a) For the purposes of clause 9:

  • Sales Taxes Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund of such Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

  • Goods and Services Tax You shall be responsible for all goods and services tax and all other taxes imposed on or payable in respect of any amount required to be paid under this Agreement. We may debit the amount of such tax to your Card Account.

  • Income Tax During each taxation year, the participating employee's income tax liability shall be in accordance with the Income Tax Act and directives from Canada Revenue Agency. Similarly, the withholding tax deducted at source by the College shall be in accordance with the Income Tax Act and directives from Canada Revenue Agency.

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