Common use of Value Added Taxes Clause in Contracts

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such Party). (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party 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 from the relevant tax authority in respect of the VAT.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance DocumentDocument and the Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to the Finance Party (in addition to and at the same time as paying the considerationconsideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), such ): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (in addition to and at the same time as paying such that amount) an additional amount equal to the amount of such the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which it the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time pay reimburse and indemnify (as the case may be) the Finance Party against all VAT incurred by the Finance Party in respect of the such costs or expenses but only to the extent that the Finance Party reasonably (reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Subclause to any Party will, at any time when that Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by a member state of the European Union). (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Guarantee Document by any Party the Company to a Finance Party the Guarantor which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party the Guarantor to any Party the Company under a Finance DocumentGuarantee Document and the Guarantor is required to account to the relevant tax authority for the VAT, that Party the Company must pay to the Finance Party Guarantor (in addition to and at the same time as paying the considerationany other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party the Guarantor must promptly provide an appropriate VAT invoice to such Partythe Company). (b) If VAT is chargeable on any supply made by any Finance Party (Where a Guarantee Document requires the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required Company to reimburse or indemnify the Recipient in respect of that consideration)Guarantor for any cost or expense, such Party must also pay to the Supplier Company shall reimburse or indemnify (in addition to and at as the same time as paying such amountcase may be) an amount equal to the Guarantor for the full amount of such cost or expense, including such part thereof as represents VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses save to the extent that the Finance Party Guarantor 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 such VAT from the relevant tax authority authority. (c) Any reference in respect this clause 12.4 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994). (d) In relation to any supply made by the Guarantor to the Company under a Guarantee Document, if reasonably requested by the Guarantor, the Company must promptly provide the Guarantor with details of the VATCompany's VAT registration and such other information as is reasonably requested in connection with the Guarantor's VAT reporting requirements in relation to such supply.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Bridge Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supplythat supply and, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Bridge Finance DocumentDocument and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to the such Finance Party (in addition to and at the same time as paying the considerationany other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), such ): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (in addition to and at the same time as paying such that amount) an additional amount equal to the amount of such the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which it the Recipient reasonably determines relates to the VAT chargeable on that supply.; and (cii) Where a Finance Document requires any Party (where the Recipient is the person required to reimburse a Finance Party account to the relevant tax authority for any costs or expenses, that the VAT) the Relevant Party must also at promptly, following demand from the same time Recipient, pay and indemnify to the Finance Party against all Recipient an amount equal to the VAT incurred by the Finance Party in respect of the costs or expenses chargeable on that supply but only to the extent that the Finance Party Recipient reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the that VAT. (c) Where a Bridge Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Value Added Taxes. (a) All amounts set out, or expressed to be Any amount payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be an Obligor is exclusive of any VAT which might be chargeable in connection with that amount. If any such Tax is chargeable on such supplychargeable, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party the Obligor must pay to the Finance Party (in addition to and at the same time as paying the considerationthat amount) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such Party)that Tax. (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the those costs or expenses but only to the extent that the Finance Party reasonably (acting reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VATXxx.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance DocumentDocument and the Finance Party is required to account for the VAT, that Party must pay to the Finance Party (in addition to and at the same time as paying the considerationconsideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), such the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the VAT) or the Recipient (if the Recipient is required to account for the VAT) (in addition to and at the same time as paying such that amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it the Recipient reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time pay reimburse and indemnify (as the case may be) the Finance Party against all VAT incurred by the Finance Party in respect of the such costs or expenses but only to the extent that the Finance Party reasonably (reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Subclause to any Party will, at any time when that Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by a member state of the European Union). (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (bc) below, if (i) VAT is chargeable on any supply made by any Finance Party to any Party under a Finance DocumentDocument and (ii) the reverse charge mechanism is not applicable, that Party must shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide upon the provision of an appropriate invoice within the meaning of the applicable VAT invoice regulations to such Party). (b) If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. Each Recipient will promptly notify the relevant Party on any such credit or repayment possibility. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party 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 from the relevant tax authority in respect of the VAT, or where any such cost or expense constitutes a disbursement incurred by the Finance Party as agent on behalf of the Party, such Party shall pay to the Finance Party the VAT actually charged thereon. (d) Where a Finance Party has an option available to it under applicable VAT law whether or not to subject a supply or service under a Finance Document to VAT, it shall not exercise that option to subject that supply or service to VAT, unless the relevant Borrower agrees to such exercise.

Value Added Taxes. (a) All amounts set out, or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject value added tax or any Tax of a similar nature (VAT). Subject to paragraph (b) below, if VAT is properly chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document, that Party must shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and any such Finance Party must shall promptly provide an appropriate VAT invoice to such Partyparty). (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under in connection with a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration)Supplier, such Party must shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly will pay to the Relevant that Party an amount equal to any credit or repayment due to it (or to any other member of any group of which it is a member for VAT purposes) from the relevant tax authority authorities which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably (acting 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 from the relevant tax authority in respect of the VAT.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party the Lender to any Party under a Finance DocumentDocument and the Lender is required to account for the VAT, that Party must pay to the Finance Party Lender (in addition to and at the same time as paying the considerationconsideration for such supply) an amount equal to the amount of the VAT (and such Finance Party the Lender must promptly provide an appropriate VAT invoice to such that Party). (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time pay reimburse and indemnify (as the case may be) that Finance Party against all VAT incurred by the that Finance Party in respect of the costs or expenses but only to the extent that the this Finance Party reasonably (reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (c) Any reference in this Clause to any Party will, at any time when that Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC or as implemented by a member state of the European Union). (d) If VAT is chargeable on any supply made by the Lender to any Party under a Finance Document and if reasonably requested by the Lender, the Party must promptly give the Lender details of its VAT registration number and any other information as is reasonably requested in connection with the Lender’s reporting requirements for the supply.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such Party). (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must will promptly claim the full amount of any credit or repayment to which it is entitled in respect of such VAT and pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the those costs or expenses but only to the extent that the Finance Party reasonably (acting reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party the Company under a Finance DocumentDocument and the Finance Party is required to account for the VAT, that Party the Company must pay to the Finance Party (in addition to and at the same time as paying the considerationconsideration for such supply) an amount equal to the amount of the VAT (and such the Finance Party must shall promptly provide an appropriate VAT invoice to such Party)the Company. (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time pay reimburse and indemnify (as the case may be) that Finance Party against all VAT incurred by the Finance Party in respect of the those costs or expenses but only to the extent that the Finance Party reasonably (acting reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (c) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, that Party must promptly give the Finance Party details of its VAT registration number (if applicable) and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance DocumentDocument and the Finance Party is required to account for the VAT, that Party must pay to the Finance Party (in addition to and at the same time as paying the considerationconsideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to such that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT), such the Relevant Party must also pay to the Supplier (in addition to and at the same time as paying such that amount) an additional amount equal to the amount of such VAT. The Recipient must (where this subparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which it the Recipient reasonably determines relates to the VAT chargeable on that supply.; and (cii) (where the Recipient is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time pay reimburse and indemnify (as the case may be) the Finance Party against all VAT incurred by the Finance Party in respect of the such costs or expenses but only to the extent that the Finance Party reasonably (reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (c) Any reference in this subclause 11.6 to any Party will, at any time when that Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by a member state of the European Union). (d) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Value Added Taxes. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such that supply, and accordingly, subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party the Lender to any Party the Company under a Finance DocumentDocument and the Lender is required to account for the VAT, that Party the Company must pay to the Finance Party Lender (in addition to and at the same time as paying the considerationconsideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must the Lender shall promptly provide an appropriate VAT invoice to such Party)the Company. (b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party must also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse a Finance Party or indemnify the Lender for any costs or expenses, that Party must also at the same time pay reimburse and indemnify (as the Finance Party case may be) the Lender against all VAT incurred by the Finance Party Lender in respect of the those costs or expenses but only to the extent that the Finance Party reasonably Lender (acting reasonably) determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (c) If VAT is chargeable on any supply made by the Lender to any Party under a Finance Document and if reasonably requested by the Lender, that Party must promptly give the Lender details of its VAT registration number (if applicable) and any other information as is reasonably requested in connection with the Lender’s reporting requirements for the supply.