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 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
Appears in 1 contract
UK VAT. (a) The parties shall use reasonable endeavors to procure Sellers and the Purchaser consider that the sale transfer 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 Business should for VAT in value added tax purposes constitute 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 transfer to the UK Assets with effect from Closing as that carried on by Purchaser of all or part of the business of the UK Seller prior to Closing as a going concern and does not intend to liquidate such business.
(c) Buyer hereby notifies Parent that paragraph (2B) of article should accordingly fall within Article 5 of the Value Added Tax (Special Provisions) Order 1995 does not apply (SI 1995/1268) (“Article 5”) so as to Buyerbe treated as neither a supply of goods nor a supply of services for the purposes of VAT.
(db) If, notwithstanding 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 Sections 8.9(a) Article 5 then the Sellers shall notify the Purchaser of such ruling immediately upon its being so advised by H.M. Revenue and (b) aboveCustoms, any relevant Tax authority determines that the UK Purchaser shall promptly pay to UK Seller 50% of the VAT which is chargeable in respect of the supply of all or any part transfer 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 Business and the UK Seller 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) promptly 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 appropriate Taxing Authority the amount of any 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 which is chargeable 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 part, as anything other than Business and shall provide UK Purchaser with a TOGCvalid VAT invoice and a certified copy of the ruling.
(fc) In If the event 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 Purchase Price is adjusted in accordance with Section 1.6(c), and/or UK Seller or the allocation UK Purchasers being advised by the Commissioners of H.M. Revenue and Customs of their decision arising out of the Purchase Price review referred to any in subclause (c) above, it shall notify UK Assets is amendedPurchaser, in the parties agree case of UK Seller and UK Seller, in the case of UK Purchaser of that decision and UK Seller may appeal to co-operate in good faith to correct the respective invoices and VAT returns, and in particular:Value Added Tax Tribunal against that decision.
(ie) where If the purchase price for review referred to in subclause (c) or the contest referred to in subclause (d) is successful the UK Assets is increased, Buyer 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 Parent an amount equal 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 any additional VAT that becomes due as a result UK Purchaser from receiving such portion 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 byamounts).
Appears in 1 contract
UK VAT. (a) 7.1 The parties UK Asset Sellers and the UK Purchaser shall use all reasonable endeavors 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 TOGC 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 HMRCvirtue 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.
(b) Buyer hereby 7.2 The UK Purchaser represents and warrants to Parent that:
(i) prior to Closing Buyer shall be undertakes that it is duly registered for VAT in 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 and on or before Closing Buyer shall provide Parent with a copy of its Asset Seller Business Assets sold to it by the UK certificate of registration for VAT; and
(ii) Buyer intends Asset Sellers to carry on the same kind of business in relation to (whether or not as part of any existing business of the UK Assets with effect from Closing 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 Closing 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 does not intend give written notification of that option to liquidate such business.HMRC in accordance with Part 1 of Schedule 10 to the VATA 1994;
(cB) Buyer hereby notifies Parent that 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 Buyerthe 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 (dthe “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 Sections 8.9(a) and (b) abovesub-clause 7.1, any relevant Tax authority determines 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 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 the UK Asset Sellers shall notify Buyer in writing the UK Purchaser of that determination within five (5) Business Days seven days of its being so advised by such Tax authority HMRC and Buyer shall:
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) 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, HMRC to be so chargeable, on the later of Closing or receipt of an appropriate VAT invoice; or
(ii) where (if the liability for VAT 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 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 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 invoicethereof; 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
Appears in 1 contract
UK VAT. (a) The parties shall use reasonable endeavors to procure Sellers and the Purchaser consider that the sale transfer 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 Business should for VAT in value added tax purposes constitute 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 transfer to the UK Assets with effect from Closing as that carried on by Purchaser of all or part of the business of the UK Seller prior to Closing as a going concern and does not intend to liquidate such business.
(c) Buyer hereby notifies Parent that paragraph (2B) of article should accordingly fall within Article 5 of the Value Added Tax (Special Provisions) Order 1995 does not apply (SI 1995/1268) (“Article 5”) so as to Buyerbe treated as neither a supply of goods nor a supply of services for the purposes of VAT.
(db) If, notwithstanding 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 Sections 8.9(a) Article 5 then the Sellers shall notify the Purchaser of such ruling immediately upon its being so advised by H.M. Revenue and (b) aboveCustoms, any relevant Tax authority determines that the UK Purchaser shall promptly pay to UK Seller 50% of the VAT which is chargeable in respect of the supply of all or any part transfer 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 Business and the UK Seller 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) promptly 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 appropriate Taxing Authority the amount of any 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 which is chargeable 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 part, as anything other than Business and shall provide UK Purchaser with a TOGCvalid VAT invoice and a certified copy of the ruling.
(fc) In If the event 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 Purchase Price is adjusted in accordance with Section 1.6(c), and/or UK Seller or the allocation UK Purchasers being advised by the Commissioners of H.M. Revenue and Customs of their decision arising out of the Purchase Price review referred to any in subclause (c) above, it shall notify UK Assets is amendedPurchaser, in the parties agree case of UK Seller and UK Seller, in the case of UK Purchaser of that decision and UK Seller may appeal to co-operate in good faith to correct the respective invoices and VAT returns, and in particular:Value Added Tax Tribunal against that decision.
(ie) where If the purchase price for review referred to in subclause (c) or the contest referred to in subclause (d) is successful the UK Assets is increased, Buyer 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 remaining 50% over to Parent an amount equal 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 any additional VAT that becomes due as a result UK Purchaser from receiving such portion 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 byamounts).
Appears in 1 contract
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 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 byby 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 Assets at all times reflected the relevant adjustment or amendment in allocation provided that no payment shall be due under this Section 8.10(f)(ii) from Parent or such appropriate Seller where any part 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
