Common use of UK Value Added Tax Clause in Contracts

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.

UK Value Added Tax. (a) Seller and The Parties agree that the sale of the Purchased Assets by Highland UK to Purchaser consider that --------------- section 49 (1) 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 Act 1994 of England and Wxxxx Xxx 0000 ("XATAVATA") and Article 5 of the Value Added Tax (Special Provisions) Order 1995 SI 1995/1268, and that such portion of England and Wales will 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 purchase of the Calumet Coach Assets, so that the transaction is treated as a transfer of a going concernCustoms ("HMRC"). Accordingly: (i) Seller shall at Closing (unless HMRC permits Highland UK (or any associated company) to retain such records) deliver to the Purchaser all records relating to the Calumet Coach Assets required portion of the Business owned by section 49(1)(b) 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 be preserved by Purchaserretain such records. Seller shall not apply for a direction pursuant to section 49(1)(b) The Parties agree that the Purchase Price is exclusive 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 such that if VAT is due in respect of Seller's VAT registration number to any part of the Purchase Price, Purchaser shall be applied forpay 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) Seller warrants and undertakes Highland UK represents that it has exercised an election to Purchaser that: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) neither represents 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 made a VAT Election under paragraph 2 of schedule Schedule 10 of VATA in respect of the Calumet Coach UK Leased Real Property which has effect and that the Calumet Coach Leased Property is not a new or incomplete building or civil engineering work for the purposes written notification of item 1(awhich has been provided to HMRC as required by paragraph 3(6) of Group 1 of schedule 9 Schedule 10 of VATA; and , (ii) neither the Calumet Coach Assets nor any part of them is agrees not to revoke its VAT Election referred to in clause (i) on or will at Closing be before Closing, (iii) agrees to provide to Seller a capital item for the purposes of part XV copy of the VAT Regulations 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 England and Walessuch Order does not apply to Purchaser.

UK Value Added Tax. (ai) All amounts in money or money's worth due or which become due from the UK Purchaser to the UK Seller under this Agreement are exclusive of any applicable UK value added tax ("UK VAT") and the UK Purchaser consider that --------------- section 49shall pay to the UK Seller in addition to such amounts an amount equal to any output UK VAT for which the UK Seller is liable to account to H M Customs & Excise ("Customs") in respect of any supply made by the UK Seller to the UK Purchaser under or in connection with this Agreement. (1ii) of the The parties believe that it is considered that section 49(1) Value Added Tax Act 1994 of England and Wxxxx Xxx 0000 ("XATAVATA") 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 AssetsUK Business, so that the transaction is treated as a transfer of a going concern. Accordingly: (iA) the UK Seller shall at as soon as reasonably practicable following the Closing deliver to the UK Purchaser (by making the same available for collection by the UK Purchaser) copies of all records relating to of the Calumet Coach Assets UK Business required by section 49(1)(b) of VATA to be preserved by the UK Purchaser. Seller shall not apply for a direction pursuant to section 49(1)(b) of VATA permitting the retention by Seller of those records.; (iiB) the UK Seller and the UK Purchaser shall use all reasonable endeavors to secure that, that pursuant to the provisions referred to above, above the sale of Calumet Coach Assets the UK Business hereunder is treated as neither a supply of goods nor a supply of services for Value Added Tax UK VAT purposes; ("C) if, the UK Purchaser is not duly registered under the VATA at the date of this Agreement and within 30 days of Closing the UK Purchaser shall not have provided written confirmation to the UK Seller that it was duly registered under VATA with effect no later than Closing or if Customs notify the UK Seller in writing (after full disclosure of all material facts) that, notwithstanding the provisions referred to above, any UK VAT shall be payable on any supply under or in connection with this Agreement, then, in the second case, the UK Seller shall immediately deliver a copy of such notification to the UK Purchaser and, in either case, the UK Purchaser shall pay to the UK Seller such UK VAT and any penalty, surcharge, fine or interest incurred by the UK Seller for late payment thereof within five (5) Business Days of delivery by the UK Seller to the UK Purchaser of a valid UK VAT invoice in respect of such UK VAT". (iii) purposesIf the UK Purchaser pays the UK Seller an amount in respect of UK VAT under Section 6.5(b)(ii)(C) and Customs rule in writing (by means of an internal review of any decision which was notified under Section 6.5(b)(ii)(C)), that all or part of it was not properly chargeable, the UK Seller shall repay the amount or the relevant part of it to the UK Purchaser. The UK Seller shall make the repayment promptly after the ruling, unless it has already accounted to Customs for the UK VAT. In that case, the UK Seller shall apply for a refund of the UK VAT (plus any interest payable by Customs as appropriate), use its reasonable endeavors to obtain it as soon as possible and pay to the UK Purchaser the amount of the refund and any interest immediately when and to the extent received from Customs. (iv) All UK VAT payable in respect of goods and services supplied or deemed to be supplied by the UK Seller in connection with the UK Business prior to Closing, and all interest payable thereon and penalties attributable thereto shall be paid to Customs by the UK Seller, and the UK Seller shall be entitled to receive and to retain for its own benefit all reimbursements or credits from Customs, for UK VAT borne by the UK Seller on goods and services supplied to the UK Seller prior to Closing and payments received in respect of UK VAT overpaid to Customs prior thereto. (v) The UK Purchaser represents and warrants to the Sellers: (A) that it intends to use the UK Assets to carry on the same kind of business as the UK Business with effect from the Closing Date; and (iiiB) no re-allocation of Seller's VAT registration number that it is currently duly registered under the VATA or that it has made an application to Purchaser shall be applied forduly registered under the VATA. (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.

UK Value Added Tax. (a) Seller and The Parties agree that the sale of the Purchased Assets by Highland UK to Purchaser consider that --------------- section 49 (1) 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 Act 1994 of England and Wxxxx Xxx 0000 ("XATA"“VATA”) and Article 5 of the Value Added Tax (Special Provisions) Order 1995 SI 1995/1268, and that such portion of England and Wales will 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 purchase of the Calumet Coach Assets, so that the transaction is treated as a transfer of a going concernCustoms (“HMRC”). Accordingly: (i) Seller shall at Closing (unless HMRC permits Highland UK (or any associated company) to retain such records) deliver to the Purchaser all records relating to the Calumet Coach Assets required portion of the Business owned by section 49(1)(b) 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 be preserved by Purchaserretain such records. Seller shall not apply for a direction pursuant to section 49(1)(b) The Parties agree that the Purchase Price is exclusive 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 such that if VAT is due in respect of Seller's VAT registration number to any part of the Purchase Price, Purchaser shall be applied forpay 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) Seller warrants and undertakes 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 that: (i) neither represents 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 made a VAT Election under paragraph 2 of schedule Schedule 10 of VATA in respect of the Calumet Coach UK Leased Real Property which has effect and that the Calumet Coach Leased Property is not a new or incomplete building or civil engineering work for the purposes written notification of item 1(awhich has been provided to HMRC as required by paragraph 3(6) of Group 1 of schedule 9 Schedule 10 of VATA; and , (ii) neither the Calumet Coach Assets nor any part of them is agrees not to revoke its VAT Election referred to in clause (i) on or will at Closing be before Closing, (iii) agrees to provide to Seller a capital item for the purposes of part XV copy of the VAT Regulations 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 England and Walessuch Order does not apply to Purchaser.