UK Value Added Tax Sample Clauses

UK Value Added Tax. (a) The Parties agree that the sale of the Purchased Assets by Highland UK to Purchaser pursuant to this Agreement does not constitute a supply for VAT purposes, being a sale together with the transfer of the portion of the Business owned by Highland UK to Purchaser as a going concern for the purposes of Section 49 of the Value Added Tax Xxx 0000 (“VATA”) and Article 5 of the Value Added Tax (Special Provisions) Order 1995 SI 1995/1268, and that such portion of the Business being transferred to Purchaser is capable of separate operation. The Parties agree to cooperate with each other to use all reasonable efforts to secure that such Article 5 shall apply to the sale and, if appropriate, to agree the same in writing with Her Majesty’s Revenue and Customs (“HMRC”). Seller shall (unless HMRC permits Highland UK (or any associated company) to retain such records) deliver to Purchaser all records relating to the portion of the Business owned by Highland UK referred to in Section 49 of VATA within 30 days of HMRC finally refusing (taking account of any appeal or objection) Highland UK (or any associated company) permission to retain such records. The Parties agree that the Purchase Price is exclusive of Value Added Tax (“VAT“) such that if VAT is due in respect of any part of the Purchase Price, Purchaser shall pay to Highland UK the amount of VAT (together with any interest and penalties) due against the issue of a VAT invoice in respect thereof. Purchaser represents that it is registered for VAT. (b) Highland UK represents that it has exercised an election to waive exemption in respect of the Leased Real Property listed in Item 3 of Schedule 4.9(b) (the “UK Leased Real Property”) pursuant to the provisions of paragraph 2 of Schedule 10 of VATA (“VAT Election”). Purchaser (i) represents it has made a VAT Election under paragraph 2 of Schedule 10 of VATA in respect of the UK Leased Real Property which has effect and written notification of which has been provided to HMRC as required by paragraph 3(6) of Schedule 10 of VATA, (ii) agrees not to revoke its VAT Election referred to in clause (i) on or before Closing, (iii) agrees to provide to Seller a copy of the VAT Election and written notification referred to in clause (i) above, together with any acknowledgement or acceptance thereof received from HMRC, and (iv) hereby provides formal notice to Seller pursuant to Article 5(2A)(b) of the Value Added Tax (Special Provisions) Order 1995 that Article 5(2B) of such ...
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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.
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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.
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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.
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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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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
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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.
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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 6.1 The parties agree that the following circumstances are present and applicable to the sale: 6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) of the VAT Act 89 of 1991. 6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms of the VAT Act at the date of signature of this agreement. 6.1.3 The business hereby sold will be an income earning activity on the date of transfer. 6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree that the consideration agreed upon is inclusive of VAT at the rate of 0% (zero percent). 6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- rated for VAT purposes (“the Commissioner’s ruling”) – 6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy in respect of the sale of the business; 6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner; 6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard; 6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied in respect of the sale of the business should be paid to him immediately, the Purchaser shall pay such VAT to the Seller in accordance with 6.2.2 above; and 6.2.5 if the Purchaser pays the VAT in question to the Commissioner and if the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (two) business days after the Seller so recovered the VAT or the relevant portion thereof.

  • 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 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 any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, 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 and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such 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 the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes 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 other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that 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 15.6 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). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

  • 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 The Seller shall bear and pay, and shall reimburse the Purchaser and the Purchaser’s affiliates for, any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to the Purchaser or in connection with any of the other Transactions.

  • 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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