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UK VAT Sample Clauses

UK VAT. 7.1 The UK Asset Sellers and the UK Purchaser shall use all reasonable endeavours to procure that the sale of the UK Asset Seller Business Assets by the UK Asset Sellers under this Agreement is treated by HMRC as a transfer of a business (or of part of a business) as a going concern for the purposes of both section 49(1) of the VATA 1994 and article 5 of the Value Added Tax (Special Provisions) Order 1995, except that neither of the UK Asset Sellers shall be required by virtue of this sub-clause 7.1 to make any appeal to any court against any determination of HMRC that the sale does not fall to be so treated. 7.2 The UK Purchaser represents and undertakes that it is duly registered for VAT purposes or it has submitted an application for registration for VAT purposes which requested an effective date prior to the date of Completion, and that it shall, upon and immediately after Completion, use the UK Asset Seller Business Assets sold to it by the UK Asset Sellers to carry on the same kind of business (whether or not as part of any existing business of the UK Purchaser) as that carried on by the UK Asset Sellers in relation to the UK Asset Seller Business Assets before Completion. The UK Purchaser further represents and undertakes that: (A) it will prior to Completion exercise the option to tax under Part 1 of Schedule 10 of the VATA 1994 in relation to the Asset Sellers Business Property at X0 Xxxxxxxx Xxxx, Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxx Xxxxxxxxx XX00 0XX and give written notification of that option to HMRC in accordance with Part 1 of Schedule 10 to the VATA 1994; (B) it will not revoke the option to tax described in sub-clause 7.2(A) above; and (C) paragraph (2B) of article 5 of the Value Added Tax (Special Provisions) Order 1995 does not apply to the UK Purchaser. 7.3 The UK Asset Sellers and UK Purchaser do not intend to make a joint application to HMRC for the UK Purchaser to be registered for VAT under the VAT registration number of the UK Asset Sellers pursuant to regulation 6(1)(d) of the VAT Regulations 1995. Accordingly, the UK Asset Sellers shall retain the records of the UK Asset Seller Business which under paragraph 6 of Schedule 11 to the VATA 1994 are required to be preserved after Completion (the “VAT Records”). 7.4 The UK Asset Sellers shall, for a period of not less than six years from Completion (or for such longer period as may be required by law), preserve the VAT Records and, so far as is necessary to enable the UK Purchaser to ...
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UK VAT. (a) All sums payable, or consideration given, by Buyers to DSI Limited under this Agreement are exclusive of UK VAT. (b) DSI Limited and Buyers intend (and shall take all practicable steps to procure) that article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the sale of the UK Business and UK Purchased Assets under this Agreement, so that the sale is treated as neither a supply of goods nor a supply of services for UK VAT purposes. (c) Heidrick UK warrants to DSI Limited that Heidrick UK: (i) is registered for UK VAT purposes, or has applied for registration for UK VAT purposes with an effective date on or before the Closing Date; and (ii) intends to use the UK Purchased Assets to carry on the UK Business as a going concern and as the same kind of business as carried on by DSI Limited before Closing. (d) If HM Revenue & Customs determines that UK VAT is chargeable in respect of any supply by DSI Limited under this Agreement, including the supply of all or any part of the UK Business and UK Purchased Assets: (i) DSI Limited shall deliver to Heidrick UK a valid UK VAT invoice in respect of the UK VAT payable; and (ii) Heidrick UK shall pay to DSI Limited, within five Business Days of receipt of such UK VAT invoice, a sum equal to: (A) 100% of the amount of any UK VAT, interest and penalties payable by DSI Limited to the extent that the liability for UK VAT relates to a breach by Heidrick UK of its obligations or warranties under Section 9.6(c). (B) 50% of the amount of UK VAT, interest and penalties payable by DSI Limited in relation to the UK Purchased Assets, to the extent that the liability for UK VAT is not related to a breach of this Section 9.6; and (e) DSI Limited and Heidrick UK do not intend to make a joint application to HM Revenue & Customs under regulation 6(1)(d) of the VAT Regulations 1995 for Heidrick UK to be registered for UK VAT under DSI Limited’s UK VAT registration number. (f) This Section 9.6 shall apply in priority to any provision of this Agreement to the contrary.
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UK VAT. (a) As soon as reasonably practicable after the date of this Agreement, MLIM Parent shall procure that (if one has not already been made) an application shall be made to H.M. Revenue & Customs in the UK pursuant to Section 43B of the VATA 1994 for the exclusion of each MLIM Business Entity from the bodies treated as members of the same VAT group as MLIM Parent or any retained Affiliate of MLIM Parent for the purposes of Section 43 VATA 1996 (the “MLIM VAT Group”) and for such exclusion to take effect on Closing or, if H.M. Revenue & Customs do not permit this, at the earliest date following Closing permitted by Section 43B. (b) Pending the taking effect of such application and for so long thereafter as may be necessary, MLIM Parent and each BlackRock Party shall procure that such information is provided to the other as may be required to enable the continuing representative member of the MLIM VAT Group to make all the returns required of it in respect of the MLIM VAT Group. (c) When the exclusion takes effect after Closing, MLIM Parent and each BlackRock Party shall procure that such payments shall be made between such representative member and the MLIM Business Entities as may be appropriate to ensure that the resulting position of each of the companies concerned is as close as possible to the position which would have been obtained if such application or applications had taken effect on Closing. Table of Contents
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UK VAT. (a) As soon as reasonably practicable after the date of this Agreement, MLIM Parent shall procure that (if one has not already been made) an application shall be made to H.M. Revenue & Customs in the UK pursuant to Section 43B of the VATA 1994 for the exclusion of each MLIM Business Entity from the bodies treated as members of the same VAT group as MLIM Parent or any retained Affiliate of MLIM Parent for the purposes of Section 43 VATA 1996 (the “MLIM VAT Group”) and for such exclusion to take effect on Closing or, if H.M. Revenue & Customs do not permit this, at the earliest date following Closing permitted by Section 43B. (b) Pending the taking effect of such application and for so long thereafter as may be necessary, MLIM Parent and each BlackRock Party shall procure that such information is provided to the other as may be required to enable the continuing representative member of the MLIM VAT Group to make all the returns required of it in respect of the MLIM VAT Group.
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UK VAT. Any consideration in money or money’s worth due or which becomes due from Buyer to Seller under this Agreement in relation to the UK Purchased Assets is exclusive of any applicable UK value added tax (“UK VAT”). If any UK VAT is payable on the sale of the UK Purchased Assets under this Agreement Buyer shall pay to Seller the amount of that UK VAT within 10 Business Days following delivery by Seller to Buyer of a UK VAT invoice in respect of it.
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UK VAT 
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Related to UK VAT

  • XxxXxxxx Principles - Northern Ireland The provisions of San Francisco Administrative Code §12F are incorporated herein by this reference and made part of this Agreement. By signing this Agreement, Contractor confirms that Contractor has read and understood that the City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the XxxXxxxx Principles, and urges San Francisco companies to do business with corporations that abide by the XxxXxxxx Principles.

  • the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

  • 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.

  • citizens abroad Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

  • 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.

  • TFEU The Board of Governors shall approve the application for accession of the new ESM Member and the detailed technical terms related thereto, as well as the adaptations to be made to this Treaty as a direct consequence of the accession. Following the approval of the application for membership by the Board of Governors, new ESM Members shall accede upon the deposit of the instruments of accession with the Depositary, who shall notify other ESM Members thereof.

  • Indigenous Peoples The Borrower shall ensure that the Project does not have any indigenous peoples impacts within the meaning of Safeguard Policy Statement. In the event that the Project does have any such impact, the Borrower shall take all steps required to ensure that the Project complies with the applicable laws and regulations of the Borrower, the Safeguard Policy Statement and any corrective or preventative actions set forth in the Safeguards Monitoring Report.

  • 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 Protection, Trauma and Journey Insurance The Employer is, and will remain during the life of this Agreement, a participating employer in the Nominated Redundancy Fund and an employer member of IPT Agency Co Ltd. IPT Agency Co Ltd administers the insurance schemes covering income protection, trauma and journey accidents (Income Protection, Trauma and Journey Accidents Insurance Schemes).

  • Xxxxxx Act Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.

Most Referenced Clauses

Most Referenced Definitions