UK VAT Sample Clauses

UK VAT. (a) The parties shall use reasonable endeavors to procure that the sale of the UK Assets is treated as a TOGC by HMRC. (b) Buyer hereby represents and warrants to Parent that: (i) prior to Closing Buyer shall be registered for VAT in the UK and on or before Closing Buyer shall provide Parent with a copy of its UK certificate of registration for VAT; and (ii) Buyer intends to carry on the same kind of business in relation to the UK Assets with effect from Closing as that carried on by the UK Seller prior to Closing and does not intend to liquidate such business. (c) Buyer hereby notifies Parent that paragraph (2B) of article 5 of the Value Added Tax (Special Provisions) Order 1995 does not apply to Buyer. (d) If, notwithstanding the provisions of Sections 8.9(a) and (b) above, any relevant Tax authority determines that VAT is chargeable in respect of the supply of all or any part of the UK Assets under this Agreement or in respect of any other payment made by Buyer or any other supplies made to Buyer, in each case pursuant to this Agreement, then Parent shall notify Buyer in writing of that determination within five (5) Business Days of its being so advised by such Tax authority and Buyer shall: (i) pay to Parent in addition to the Purchase Price allocated to the UK Assets in accordance with Section 1.7(a) or any other relevant payment made by Buyer, a sum equal to 50% of the amount of VAT nonrecoverable by Buyer and 100% of the amount of VAT recoverable by Buyer as determined by the relevant Tax authority or Parent, as appropriate, to be so chargeable, on the later of Closing or receipt of an appropriate VAT invoice; or (ii) where the liability for VAT in respect of any supply is a liability of Buyer (whether under section 8 UKVATA or similar or equivalent provisions in any other jurisdiction), Buyer shall promptly pay all applicable VAT to the relevant Tax authority and shall indemnify and hold harmless Parent against any liability for VAT recoverable by Buyer and or any Liability that arises as a result of any failure by Buyer to comply with this Section 8.10(d)(ii). Parent shall pay Buyer a sum equal to 50% of the amount of such VAT nonrecoverable by Buyer on the later of Closing or receipt of an appropriate VAT invoice. (e) Buyer agrees to indemnify and hold harmless Parent against any Liability for VAT, fines, interest or penalties arising to Parent or any member of the Sellers as a result of the transfer of the UK Assets being treated, in whole or in...
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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.
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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.
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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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