Value Added Taxes. (a) Subject to the provisions of this Section 4.15, the parties intend that the provisions of Article 5 of the Value Added Tax (Special Provisions) Order 1995 should apply to the sale hereunder and accordingly that the sale hereby contemplated should be treated as neither a supply of goods nor a supply of services for value added tax purposes. (b) Seller warrants that it is registered for value added tax and Buyer warrants that it is, or will as a result of the sale and purchase hereunder become, a taxable person for value added tax purposes. (c) The Purchase Price is exclusive of any value added tax properly payable in respect thereof. If HM Customs & Excise shall determine in writing after full disclosure of all material facts that value added tax is payable on the whole or any part of the Purchase Price, any such value added tax shall be paid by Buyer to Seller upon receipt of a valid value added tax invoice complying with the provisions of Part III of the Value Added Tax (General) Regulations 1995 and a copy of the determination by HM Customs & Excise and the documents disclosing all material facts. (d) Seller shall, following completion of its value added tax return for the period in which the transfer and the sale and purchase of the Purchased Assets hereunder takes place, deliver to Buyer all the records of the Purchased Assets which for value added tax purposes are required by Section 49(1)(b) VAT Act to be preserved by Buyer.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cadence Design Systems Inc), Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Tality Corp)
