Common use of VAT Group Clause in Contracts

VAT Group. 9.1 The Seller confirms that the Representative Member (and for the purposes of this paragraph 9 the definitions of "Representative Member" and “VAT Group” shall be the same as that set out in paragraph 10.1 of Part 2 of this Schedule) shall as soon as reasonably practicable apply to HM Revenue & Customs to exclude the Target from the VAT Group and the Seller shall procure that the Representative Member shall use its reasonable endeavours to ensure the exclusion of the Target from the VAT Group with effect from Completion and in any event from the earliest date on which HM Revenue & Customs shall allow. 9.2 The Buyer undertakes to procure that the Target; (a) provides to the Representative Member after Completion such documents, information and assistance as it may reasonably require in writing to enable it to comply with its obligations in the making of VAT returns and accounting for VAT to HM Revenue & Customs in respect of supplies or acquisitions made by the Target for VAT purposes in the prescribed accounting period (as defined in section 25(1) VATA) current at Completion and in the event that the Target's exclusion from the VAT Group takes effect after the end of that prescribed accounting period in respect of supplies or acquisitions made by the Target in the next and any subsequent prescribed accounting period ("Relevant PAPs") in each case where they are, for the purposes of section 43 VATA (groups of companies), treated as made by the Representative Member; and (b) pays the Representative Member not less than two Business Days before the same is required to be paid to HM Revenue & Customs an amount equal to any VAT for which the Representative Member has to account (or would have to account but for any input tax credit or repayment of VAT due from HM Revenue & Customs in respect of actual supplies made to the members of the VAT Group other than the Target) to HM Revenue & Customs in respect of the Relevant PAPs and which results from supplies, deemed supplies, importations or acquisitions made by the Target in the Relevant PAPs but treated as made by the Representative Member under section 43(1) VATA (groups of companies) and, in computing such amount of VAT, credit shall be given to the Target for any input tax to which it is entitled under VATA on supplies, deemed supplies made to or importations or acquisitions made by the Target in the Relevant PAP, but treated as made to or by the Representative Member. 9.3 The Seller shall procure that the Representative Member shall properly and promptly comply with its obligations referred to in paragraph 9.2(a) of this Part and account to HM Revenue & Customs for any amount in respect of VAT paid by the Target pursuant to paragraph 9.2(b) of this Part and provide to the Buyer as soon as possible copies of the VAT returns referred to in paragraph 9.2(a) of this Part and any relevant correspondence or documentation sent to or received from HM Revenue & Customs in connection with any matter referred to in that paragraph. 9.4 The Seller undertakes to procure the Representative Member to claim as soon as possible and to pay to the Target an amount equal to any VAT which the Representative Member recovers (or would recover but for any payment due to HM Revenue & Customs in respect of actual supplies made by the members of the VAT Group other than the Target) from HM Revenue & Customs in respect of Relevant PAPs and which results from supplies or deemed supplies made to or importations or acquisitions made by the Target in the Relevant PAPs but treated as made to the Representative Member under section 43(1) VATA (groups of companies).

VAT Group. 9.1 The Parties are aware that Seller confirms that and Company and certain other Target Companies (the Representative Member Company and each of the other Target Companies a "VAT Group Subsidiary") form part of a VAT group (and for the purposes of this paragraph 9 the definitions of umsatzsteuerliche Organschaft) with Seller as parent (Organträger) (herein "Representative Member" and “VAT Group” shall be the same as that set out in paragraph 10.1 of Part 2 of this Schedule) shall as soon as reasonably practicable apply to HM Revenue & Customs to exclude the Target from the VAT Group and the "). Seller shall procure that the Representative Member shall use its reasonable endeavours to ensure the exclusion of the Target from terminate the VAT Group with effect as of the end of the month preceding the Closing Date, at the latest. 9.1 Any increase of Seller's VAT base which relates to the VAT Group Subsidiary and a period prior to and including the Effective Date (herein "VAT Group Liability") shall be solely borne by Seller. Hence, subject to the completion of Closing, Seller shall not raise any claims for the reimbursement of a VAT Group Liability against the VAT Group Subsidiary or the Purchaser, unless and to the extent that (i) the corresponding liability has been accounted for in the Effective Date Financial Statements or (ii) the VAT Group Subsidiary has cash-effectively recovered an amount in respect of such VAT Group Liability from Completion a third party or failed to use reasonable efforts to recover such amounts from a third party and such claim against a third party has not been accounted for in the Effective Date Financial Statements. Seller shall further not raise any event claims for the reimbursement of a VAT Group Liability against the VAT Group Subsidiary or the Purchaser if and to the extent (i) the amount of the relevant Tax has, Xxxxxx | Tax ScheduleExhibit 14 to SPA despite reasonable efforts having been applied, not been recovered within six months after payment was requested from the earliest date on relevant third party for the first time, and (ii) the relevant claim has been validly assigned to Seller. Conversely, any decrease of Seller's VAT base which HM Revenue & Customs relates to the VAT Group Subsidiary and a period prior to and including the Effective Date (herein "VAT Group Refund") shall allowbe solely for the benefit of Seller. Hence, subject to the completion of Closing, Purchaser shall not, and shall procure (steht dafür ein) that none of the Target Companies nor any of its Affiliates will, raise any claims for the reimbursement of a VAT Group Refund against Seller, unless and to the extent that (i) the corresponding claim or receivable has been accounted for in the Effective Date Financial Statements or (ii) the relevant VAT Group Subsidiary is subject to a claim of a third party in respect of such VAT amount and such claim of a third party has not been accounted for in the Effective Date Financial Statements. 9.2 The Buyer undertakes If and to the extent the VAT Group will not be recognized for any period prior to and including the Effective Date, the Parties shall procure (stehen dafür ein) that Seller on the one hand and the VAT Group Subsidiaries on the other hand do not raise any claims for the repayment of any payments made to each other for the reimbursement of such VAT or refund of VAT under the supposedly existing VAT Group. In such case, compensation shall be solely owed between Seller and Purchaser under Section 2 of this Tax Schedule (whereas any such Tax Payment Claim shall not be limited or excluded pursuant to Section 3 of this Tax Schedule) and Section 7 of this Tax Schedule, provided that any claims under Sections 5 or 6 of this Tax Schedule shall remain unaffected. 9.3 If and to the extent the VAT Group continues to exist after the Effective Date, Seller shall operate, and shall procure that the Target; VAT Group Subsidiary operates, and after the Closing Date Purchaser shall procure (asteht dafür ein) provides to the Representative Member after Completion such documents, information and assistance as it may reasonably require in writing to enable it to comply with its obligations in the making of VAT returns and accounting for VAT to HM Revenue & Customs in respect of supplies or acquisitions made by the Target for VAT purposes in the prescribed accounting period (as defined in section 25(1) VATA) current at Completion and in the event that the Target's exclusion from the VAT Group takes effect after the end Subsidiary operates, a VAT allocation procedure (Umsatzsteuerumlageverfahren) with respect to VAT and/or a Tax Refund of that prescribed accounting period in respect of supplies or acquisitions made by the Target in the next and any subsequent prescribed accounting period ("Relevant PAPs") in each case where they are, for the purposes of section 43 VATA (groups of companies), treated VAT as made by the Representative Member; and (b) pays the Representative Member not less than two Business Days before the same is required follows: The VAT Group Subsidiary shall pay to be paid to HM Revenue & Customs Seller an amount equal to any the VAT for which the Representative Member has to account (or that would have to account but for any input tax credit or repayment of VAT due from HM Revenue & Customs in respect of actual supplies made to the members of become payable by the VAT Group other than the Target) to HM Revenue & Customs in respect of the Relevant PAPs Subsidiary if no VAT Group had existed during this period and which results from supplies, deemed supplies, importations or acquisitions made by the Target in the Relevant PAPs but treated as made by the Representative Member under section 43(1) VATA (groups of companies) and, in computing such amount of VAT, credit shall be given to the Target for any input tax to which it is entitled under VATA on supplies, deemed supplies made to or importations or acquisitions made by the Target in the Relevant PAP, but treated as made to or by the Representative Member. 9.3 The Seller shall procure that the Representative Member shall properly and promptly comply with its obligations referred to in paragraph 9.2(a) of this Part and account to HM Revenue & Customs for any amount in respect of VAT paid by the Target pursuant to paragraph 9.2(b) of this Part and provide to the Buyer as soon as possible copies of the VAT returns referred to in paragraph 9.2(a) of this Part and any relevant correspondence or documentation sent to or received from HM Revenue & Customs in connection with any matter referred to in that paragraph. 9.4 The Seller undertakes to procure the Representative Member to claim as soon as possible and to pay to the Target an amount equal to any VAT which the Representative Member recovers (or would recover but for any payment due to HM Revenue & Customs in respect of actual supplies made by the members of the VAT Group other than Subsidiary thus would have been taxed on a "stand alone" basis, disregarding any intra group services and supplies which are not taxable due to the Target) from HM Revenue & Customs in respect of Relevant PAPs and which results from supplies or deemed supplies made to or importations or acquisitions made VAT group (Innenumsätze), but actually is payable by the Target in the Relevant PAPs but treated as made Seller and/or reduces a Tax Refund of VAT payable to the Representative Member under section 43(1) VATA (groups of companies)Seller due to the VAT Group.

VAT Group. 9.1 8.1 The Seller confirms Vendor shall procure that the Representative Member (and for the purposes of this paragraph 9 the definitions of "Representative Member" and “VAT Group” shall be the same as that set out in paragraph 10.1 of Part 2 of this Schedule) shall as soon as reasonably practicable apply to the Commissioners of HM Revenue & Customs and Excise to exclude the any Target Group member from the VAT Group and the Seller shall procure that the Representative Member Vendor shall use its reasonable endeavours to ensure the exclusion of the any Target Group member from the VAT Group with effect from Completion and as soon as reasonably practicable but in any event from no later than the earliest date on which HM Revenue & Customs shall allowCompletion Date. 9.2 8.2 The Buyer Purchaser undertakes to procure that the Target;each Target Group member: (a) 8.2.1 provides to the Representative Member after Completion such documents, information and assistance as it may reasonably require in writing to enable it to comply with its obligations in the making of VAT returns and accounting for VAT to HM Revenue Customs & Customs Excise in respect of supplies or acquisitions made by the Target Group member for VAT purposes in the prescribed accounting period (as defined in section 25(1) VATAof the VATA 1994) current at the Completion Date, and in the event that the Target's any Target Group member’s exclusion from the VAT Group takes effect after the end of that prescribed accounting period period, in respect of supplies or acquisitions made by the any Target Group member in the next and any subsequent prescribed accounting period ("“Relevant PAPs"”) in each case where they which are, for the purposes of section 43 VATA (groups of companies)the VATA, treated as made by the Representative Member; and (b) 8.2.2 pays to the Representative Member not less than two Business Days before the same is required to be paid to HM Revenue & Customs and Excise an amount equal to any VAT for which the Representative Member has to account (or would have to account but for any input tax credit or repayment of VAT due from HM Revenue Customs & Customs Excise in respect of actual supplies made to the members of the VAT Group other than the Targetany Target Group member) to HM Revenue Customs & Customs Excise in respect of the Relevant PAPs and which results from supplies, deemed supplies, importations or acquisitions made by the any Target Group member in the Relevant PAPs but treated as made by the Representative Member under section 43(1) of the VATA (groups of companies) and, and in computing such amount of VAT, credit shall be given to the any Target Group member for any input tax on supplies, deemed supplies made to, or importations or acquisitions made by any Target Group member in the Relevant PAPs to which it is entitled under VATA on supplies, deemed supplies made to or importations or acquisitions made by the Target in the Relevant PAP, but treated as made to or by the Representative MemberVATA. 9.3 8.3 The Seller Vendor shall procure that the Representative Member shall will properly and promptly comply with its obligations referred to in paragraph 9.2(a) of this Part and account to HM Revenue Customs & Customs Excise for any amount in respect of VAT paid by the any Target Group member pursuant to paragraph 9.2(b) of this Part 8.2.2 and provide to the Buyer Purchaser as soon as possible copies of the relevant VAT returns referred to in paragraph 9.2(a) of this Part and any relevant correspondence or documentation document sent to or received from HM Revenue Customs & Customs Excise in connection with any matter referred to in that paragraph. 9.4 8.4 The Seller Vendor undertakes to procure the Representative Member to claim as soon as possible and to pay to the a specified Target Group member an amount equal to any VAT which the Representative Member recovers (or would recover but for any payment due to HM Revenue Customs & Customs Excise in respect of actual supplies made by the members of the VAT Group other than the Targetany Target Group member) from HM Revenue Customs & Customs Excise in respect of Relevant PAPs and which results from supplies or deemed supplies made to to, or importations or acquisitions made by the any Target Group member in the Relevant PAPs PAPS but treated as made to the Representative Member under section 43(1) VATA (groups of companies)the VATA.

VAT Group. 9.1 15.1 The Seller confirms will, on or before Completion, give notice to HMRC (copying the notice to the Buyer) that the Representative Member (and for the purposes of this paragraph 9 the definitions of "Representative Member" and “VAT Group” shall EIPRL will cease to be the same as that set out in paragraph 10.1 of Part 2 of this Schedule) shall as soon as reasonably practicable apply to HM Revenue & Customs to exclude the Target from the VAT Group and the Seller shall procure that the Representative Member shall use under its reasonable endeavours to ensure the exclusion of the Target from the VAT Group control with effect from Completion and in any event from the earliest date on which HM Revenue & Customs shall allow. 9.2 The Buyer undertakes will use its best endeavours to procure that the Target;date on which EIPRL ceases to be a member of the Seller’s VAT Group, and the date on which it ceases to be the representative member of that VAT Group, falls on Completion. (a) 15.2 The Buyer will procure that EIPRL provides to the Representative Member after Completion such documents, Seller all information and assistance as it may relating to EIPRL which is reasonably require in writing required to enable it to comply with its obligations in the making of VAT returns and accounting for VAT to HM Revenue & Customs in respect of supplies or acquisitions made by the Target for VAT purposes in the prescribed accounting period (as defined in section 25(1) VATA) current at Completion and in the event that the Target's exclusion from prepare the VAT return of the Seller’s VAT Group takes effect after the end for any period that EIPRL has been a member of that prescribed accounting period in respect of supplies or acquisitions made by the Target in the next and any subsequent prescribed accounting period ("Relevant PAPs") in each case where they are, for the purposes of section 43 VATA (groups of companies), treated as made by the Representative Member; and (b) pays the Representative Member not less than two VAT Group at least ten Business Days before the same last date for submission of that return. 15.3 The Buyer will procure that EIPRL contributes that proportion of any VAT for which the Seller’s VAT Group is required accountable that is properly attributable to supplies, acquisitions and importations (Supplies) made before Completion by EIPRL (less any amount of deductible input tax that is attributable to those Supplies) and for which specific provision is made in the Accounts or that relates to Supplies made or deemed to be paid made in EIPRL’s ordinary course of business after the Accounts Date and up to, and including, Completion. 15.4 The Seller shall pay, or shall procure to HM Revenue & Customs be paid, to EIPRL an amount equivalent to the proportion of any repayment of VAT received by the new representative member from HMRC or of any credit obtained by reference to an excess of deductible input tax over output tax that is attributable to Supplies made, or deemed to be made, by EIPRL while a member of the Seller’s VAT Group (ignoring, for this purpose, the deeming provisions in section 43(1) of VATA 1994) within ten Business Days of receipt by, or offset against a liability of, the new representative member. 15.5 The Buyer shall not procure that EIPRL makes any contribution, under this paragraph 10, to the extent that it relates to an amount for which the Seller is liable to the Buyer under this Agreement (disregarding any financial limitations on claims imposed by Schedule 7 of this agreement) or would have been so liable had EIPRL never been a member of the Seller’s VAT Group and had instead been separately registered for VAT. 15.6 The Seller shall procure that an amount equal to any VAT for which the Representative Member has to account (or would have to account but for any input tax credit or repayment of VAT due from HM Revenue & Customs in respect of actual supplies made to the members of the VAT Group other than the Target) to HM Revenue & Customs in respect of the Relevant PAPs and which results from supplies, deemed supplies, importations or acquisitions payment made by the Target in the Relevant PAPs but treated as made by the Representative Member Buyer under section 43(1) VATA (groups of companies) and, in computing such amount of VAT, credit this paragraph shall be given promptly and duly accounted for to the Target for any input tax to which it is entitled under VATA on supplies, deemed supplies made to or importations or acquisitions made by the Target in the Relevant PAP, but treated as made to or by the Representative MemberHMRC. 9.3 The Seller shall procure that the Representative Member shall properly and promptly comply with its obligations referred to in paragraph 9.2(a) of this Part and account to HM Revenue & Customs for any amount in respect of VAT paid by the Target pursuant to paragraph 9.2(b) of this Part and provide to the Buyer as soon as possible copies of the VAT returns referred to in paragraph 9.2(a) of this Part and any relevant correspondence or documentation sent to or received from HM Revenue & Customs in connection with any matter referred to in that paragraph. 9.4 The Seller undertakes to procure the Representative Member to claim as soon as possible and to pay to the Target an amount equal to any VAT which the Representative Member recovers (or would recover but for any payment due to HM Revenue & Customs in respect of actual supplies made by the members of the VAT Group other than the Target) from HM Revenue & Customs in respect of Relevant PAPs and which results from supplies or deemed supplies made to or importations or acquisitions made by the Target in the Relevant PAPs but treated as made to the Representative Member under section 43(1) VATA (groups of companies).