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 comply with its duties under the VATA 1994 and upon being give reasonable notice by the UK Purchaser or its agents, the UK Asset Sellers shall make those records available to the Purchaser or its agents for inspection (during Working Hours) or copying (at the Purchaser’s expense) and shall give to the UK Purchaser, in such form as the UK Purchaser may reasonably require, such information contained in the VAT Records as the Purchaser may reasonably specify. 7.5 If, notwithstanding the provisions of sub-clause 7.1, HMRC shall determine that VAT is chargeable in respect of the supply of all or any part of the UK Asset Seller Business Assets sold by the UK Asset Sellers under this Agreement, the UK Asset Sellers shall notify the UK Purchaser of that determination within seven days of its being so advised by HMRC and the UK Purchaser shall pay to the UK Asset Sellers by way of additional consideration for the UK Asset Seller Business in accordance with clause 6 (Consideration) a sum which is equal to the aggregate of: (i) the amount of VAT determined by HMRC to be so chargeable; (ii) (if the representation made by the UK Purchaser in sub-clause 7.2 is untrue or the UK Purchaser has breached any other obligations on its part under this clause 7) any interest charged in respect thereof; and
Appears in 1 contract
UK VAT. 7.1 (a) The UK Asset Sellers and the UK Purchaser parties shall use all reasonable endeavours endeavors 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 TOGC by HMRC.
(or of part of a businessb) as a going concern for the purposes of both section 49(1Buyer hereby represents and warrants to Parent that:
(i) of the VATA 1994 and article 5 of the Value Added Tax (Special Provisions) Order 1995, except that neither of the UK Asset Sellers prior to Closing Buyer 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 in the UK and on or it has submitted an application for before Closing Buyer shall provide Parent with a copy of its UK certificate of 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 VAT; and
(ii) Buyer intends to carry on the same kind of business (whether or not as part of any existing business of in relation to the UK Purchaser) Assets with effect from Closing as that carried on by the UK Asset Sellers in relation Seller prior to the UK Asset Seller Business Assets before Completion. The UK Purchaser further represents Closing and undertakes that:does not intend to liquidate such business.
(Ac) 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 Buyer hereby notifies Parent 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 PurchaserBuyer.
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(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 comply with its duties under the VATA 1994 and upon being give reasonable notice by the UK Purchaser or its agents, the UK Asset Sellers shall make those records available to the Purchaser or its agents for inspection (during Working Hours) or copying (at the Purchaser’s expense) and shall give to the UK Purchaser, in such form as the UK Purchaser may reasonably require, such information contained in the VAT Records as the Purchaser may reasonably specify.
7.5 If, notwithstanding the provisions of sub-clause 7.1Sections 8.9(a) and (b) above, HMRC shall determine any relevant Tax authority determines that VAT is chargeable in respect of the supply of all or any part of the UK Asset Seller Business Assets sold under this Agreement or in respect of any other payment made by the UK Asset Sellers under Buyer or any other supplies made to Buyer, in each case pursuant to this Agreement, the UK Asset Sellers then Parent shall notify the UK Purchaser Buyer in writing of that determination within seven days five (5) Business Days of its being so advised by HMRC such Tax authority and Buyer shall:
(i) pay to Parent in addition to the UK Purchaser shall pay Purchase Price allocated to the UK Asset Sellers by way of additional consideration for the UK Asset Seller Business Assets in accordance with clause 6 (ConsiderationSection 1.7(a) or any other relevant payment made by Buyer, a sum which is equal to the aggregate of: (i) 50% of the amount of VAT nonrecoverable by Buyer and 100% of the amount of VAT recoverable by Buyer as determined by HMRC 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 (if whether under section 8 UKVATA or similar or equivalent provisions in any other jurisdiction), Buyer shall promptly pay all applicable VAT to the representation 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 part, as anything other than a TOGC.
(f) In the event that the Purchase Price is adjusted in accordance with Section 1.6(c), and/or the allocation of the Purchase Price to any UK Assets is amended, the parties agree to co-operate in good faith to correct the respective invoices and VAT returns, and in particular:
(i) where the purchase price for the UK Assets is increased, Buyer shall pay to Parent an amount equal to any additional VAT that becomes due as a result of such increase, with payment to be made by Buyer on receipt of an appropriate VAT invoice; and
(ii) where the purchase price for any UK Assets is decreased, Parent or the appropriate Seller shall issue a VAT credit note or equivalent to Buyer and shall, to the extent the Excess VAT is actually recovered and retained by it or is creditable by Parent or such appropriate Seller against any VAT liability of Parent or such appropriate Seller, pay such Excess VAT to Buyer, and for the purposes of this Section 8.10(f)(ii) “Excess VAT” means the VAT actually paid (after deducting any previous refund under this Section 8.10(f)(ii)) by Buyer that would not have been payable had the purchase price for the UK Purchaser Assets at all times reflected the relevant adjustment or amendment in sub-clause 7.2 is untrue or the UK Purchaser has breached any other obligations on its part allocation provided that no payment shall be due under this clause 7Section 8.10(f)(ii) from Parent or such appropriate Seller where any interest charged in respect thereof; andpart of the consideration (inclusive of VAT) payable pursuant to this Agreement which is subject to adjustment under this Section 8.10(f)(ii) remains outstanding.
Appears in 1 contract
UK VAT. 7.1 (a) The UK Asset Sellers and the UK Purchaser shall use all reasonable endeavours to procure consider that the sale transfer of the UK Asset Seller Business Assets by should for value added tax purposes constitute the transfer to the Purchaser of all or part of the business of the UK Asset Sellers under this Agreement is treated by HMRC as a transfer of a business (or of part of a business) Seller 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 should accordingly 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 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 apply to fall within the UK Purchaser.
7.3 The UK Asset 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 UK Purchaser do not intend to make a joint application to HMRC for Customs, the UK Purchaser shall promptly pay to be registered for VAT under the VAT registration number of the UK Asset Sellers pursuant to regulation 6(1)(d) Seller 50% 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 comply with its duties under the VATA 1994 and upon being give reasonable notice by the UK Purchaser or its agents, the UK Asset Sellers shall make those records available to the Purchaser or its agents for inspection (during Working Hours) or copying (at the Purchaser’s expense) and shall give to the UK Purchaser, in such form as the UK Purchaser may reasonably require, such information contained in the VAT Records as the Purchaser may reasonably specify.
7.5 If, notwithstanding the provisions of sub-clause 7.1, HMRC shall determine that VAT is chargeable in respect of the supply of all or any part transfer of the UK Asset 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 Assets sold 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 UK Asset Sellers under this Agreement, Commissioners of H.M. Revenue and Customs of that ruling.
(d) Immediately upon the UK Asset Sellers 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 determination within seven days of its being so advised by HMRC 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 Purchaser shall pay 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 UK Asset Sellers by way of additional consideration for the UK Asset Seller Business in accordance with clause 6 (Consideration) a sum which is equal to the aggregate of: (i) the amount of VAT determined by HMRC previously taken to be so chargeable; (ii) (if the representation made by the UK Purchaser in sub-clause 7.2 is untrue or the UK Purchaser has breached any other obligations on its part under this clause 7) any interest VAT charged in respect thereofof the transfer of the UK Business pursuant to this Agreement; andand shall pay the 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).
Appears in 1 contract
UK VAT. 7.1 (a) The UK Asset Sellers and the UK Purchaser shall use all reasonable endeavours to procure consider that the sale transfer of the UK Asset Seller Business Assets by should for value added tax purposes constitute the transfer to the Purchaser of all or part of the business of the UK Asset Sellers under this Agreement is treated by HMRC as a transfer of a business (or of part of a business) Seller 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 should accordingly 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 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 apply to fall within the UK Purchaser.
7.3 The UK Asset 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 UK Purchaser do not intend to make a joint application to HMRC for Customs, the UK Purchaser shall promptly pay to be registered for VAT under the VAT registration number of the UK Asset Sellers pursuant to regulation 6(1)(d) Seller 50% 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 comply with its duties under the VATA 1994 and upon being give reasonable notice by the UK Purchaser or its agents, the UK Asset Sellers shall make those records available to the Purchaser or its agents for inspection (during Working Hours) or copying (at the Purchaser’s expense) and shall give to the UK Purchaser, in such form as the UK Purchaser may reasonably require, such information contained in the VAT Records as the Purchaser may reasonably specify.
7.5 If, notwithstanding the provisions of sub-clause 7.1, HMRC shall determine that VAT is chargeable in respect of the supply of all or any part transfer of the UK Asset 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 Assets sold 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 UK Asset Sellers under this Agreement, Commissioners of H.M. Revenue and Customs of that ruling.
(d) Immediately upon the UK Asset Sellers 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 determination within seven days of its being so advised by HMRC 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 Purchaser shall pay 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 UK Asset Sellers by way of additional consideration for the UK Asset Seller Business in accordance with clause 6 (Consideration) a sum which is equal to the aggregate of: (i) the amount of VAT determined by HMRC previously taken to be so chargeable; (ii) (if the representation made by the UK Purchaser in sub-clause 7.2 is untrue or the UK Purchaser has breached any other obligations on its part under this clause 7) any interest VAT charged in respect thereofof the transfer of the UK Business pursuant to this Agreement; andand 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).
Appears in 1 contract