UK VAT Sample Clauses
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UK VAT. (i) All amounts payable under this Agreement or any of the Loan Documents by any Obligor to any Agent or Lender shall be deemed to be exclusive of VAT. If any VAT is chargeable on any supply made by any Agent or Lender to any Obligor in connection with this Agreement or any of the Loan Documents, that Obligor shall, subject to receipt of a valid VAT invoice, pay to such Agent or Lender (in addition to and at the same time as paying the amount for such supply) an amount equal to the amount of the VAT.
(ii) Where this Agreement or any Loan Document requires any Obligor to reimburse an Agent or Lender for any costs or expenses, that Obligor shall also at the same time pay and indemnify such Agent or Lender against all VAT incurred by it in respect of such costs and expenses to the extent that such Agent or Lender 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 in respect of the VAT.
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.
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.
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.
UK VAT. (a) The Sellers and the Purchaser consider that the transfer of the UK Business should for value added tax purposes constitute the transfer to the Purchaser of all or part of the business of the UK Seller as a going concern and should accordingly fall within Article 5 of the Value Added Tax (Special Provisions) Order 1995 (SI 1995/1268) (“Article 5”) so as to be treated as neither a supply of goods nor a supply of services for the purposes of VAT.
(b) If H.M. Revenue and Customs rule in writing that the transfer of the UK Business pursuant to this Agreement does not fall within the provisions of Article 5 then the Sellers shall notify the Purchaser of such ruling immediately upon its being so advised by H.M. Revenue and Customs, the UK Purchaser shall promptly pay to UK Seller 50% of the VAT which is chargeable in respect of the transfer of the UK Business and the UK Seller shall promptly pay to the appropriate Taxing Authority the amount of any VAT which is chargeable in respect of the transfer of the UK Business and shall provide UK Purchaser with a valid VAT invoice and a certified copy of the ruling.
(c) If the UK Seller or the UK Purchasers disagrees with the ruling of H.M. Revenue and Customs referred to in subclause (b) above, it may seek a review by the Commissioners of H.M. Revenue and Customs of that ruling.
(d) Immediately upon the UK Seller or the UK Purchasers being advised by the Commissioners of H.M. Revenue and Customs of their decision arising out of the review referred to in subclause (c) above, it shall notify UK Purchaser, in the case of UK Seller and UK Seller, in the case of UK Purchaser of that decision and UK Seller may appeal to the Value Added Tax Tribunal against that decision.
(e) If the review referred to in subclause (c) or the contest referred to in subclause (d) is successful the UK Seller may retain 50% of any previously paid VAT refunded to it (whether through a payment or through crediting against another liability) by H.M. Revenue and Customs and referable to the amount previously taken to be VAT charged in respect of the transfer of the UK Business pursuant to this Agreement; and shall pay the
1- NY/2171027.1 64 remaining 50% over to UK Purchaser along with 50% of any interest received from H.M. Revenue and Customs (in each case net of any net Tax detriment to UK Purchaser from receiving such portion of such amounts).
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.
UK VAT