VAT Grouping Clause Samples
VAT Grouping. (a) ConocoPhillips shall procure that (if one has not already been made) an application shall be made to HM Revenue & Customs pursuant to section 43B of the Value Added Tax ▇▇▇ ▇▇▇▇ for the exclusion of each member of the ▇▇▇▇▇▇▇▇ 66 Group that has previously been a member of ConocoPhillips UK Topco’s VAT group from the bodies corporate treated as members of ConocoPhillips UK Topco’s VAT group and for such exclusion to take effect from the time of the Distribution or, if HM Revenue & Customs do not permit this, at the earliest date following the Distribution permitted.
(b) ▇▇▇▇▇▇▇▇ 66 shall contribute, or shall procure that each member of the ▇▇▇▇▇▇▇▇ 66 Group which was a member of ConocoPhillips UK Topco’s VAT group contributes, to the representative member of such VAT group such proportion of any VAT for which the representative member is accountable as is properly attributable to supplies, acquisitions and importations (“supplies”) made by each member of the ▇▇▇▇▇▇▇▇ 66 Group whilst a member of ConocoPhillips UK Topco’s VAT group (less such amount of deductible input tax as is properly attributable to such supplies), such contribution to be made in cleared funds on the day which is the later of 30 days after demand is made therefor, and four Business Days before the day on which the representative member is required to account for such VAT to HM Revenue & Customs. ConocoPhillips shall pay, or shall procure that there is paid, to Immingham CHP LLP (on behalf of itself and each other relevant member of the ▇▇▇▇▇▇▇▇ 66 Group) an amount equivalent to such proportion of any repayment of VAT received by the representative member from HM Revenue & Customs or of any credit obtained by reference to an excess of deductible input tax over output tax that is properly attributable to supplies made to and by members of the ▇▇▇▇▇▇▇▇ 66 Group whilst members of ConocoPhillips UK Topco’s VAT group (but excluding any part of such repayment or credit that is attributable to interest payable by HM Revenue & Customs), promptly after its receipt by, or offset against a liability of, the representative member. ▇▇▇▇▇▇▇▇ 66 shall provide such information as may be required to enable the representative member to make the returns and provide the information required to be provided for VAT purposes.
VAT Grouping. 10.1 This paragraph is to ensure that any arrangements relating to the CPW VAT Group and involving any member of the CPW Group or the Newco Group are complied with and that each former member of the CPW VAT group accounts to the Former Representative Member in respect of any VAT liabilities VAT which is properly attributable to that member, and that the Former Representative Member accounts to the relevant former member of the VAT group for any repayments or credits in respect of VAT which is properly attributable to that member, and that the CPW VAT Group is terminated. It assumes that the Former Representative Member is a Company.
10.2 CPW shall procure that an application is made to HM Revenue & Customs and that notification is given to HMRC for each Company to cease to be a member of the CPW VAT group with effect from Closing.
10.3 If any Company is required to account to any tax authority for any VAT or amount in respect of VAT (including any applicable interest of penalties) by reference to any supplies, acquisitions or importations (supplies) made by any member or former member of the CPW VAT Group which is not a Company, CPW shall:
(a) procure that any such VAT or amount in respect of VAT is paid to the relevant Tax Authority within 3 Business Days before the date on which the Former Representative Member or the Company which has been a former member of the CPW VAT Group is required to account for such VAT or amount in respect of VAT; and
(b) provide to Best Buy Acquisition Co written evidence from the tax authority that any such liability of the Former Representative Member or the Company which has been a former member of the CPW VAT Group has been discharged on the date on which the Former Representative Member or the Company or which had been a former member of the CPW VAT Group would otherwise be required to account for such VAT.
10.4 Best Buy Acquisition Co and CPW shall procure that there is paid to CPW an amount equivalent to such proportion of any repayment of VAT received by any Company from any tax authority by reference to any period during which it was a member of the CPW VAT Group or of any credit obtained by reference to any excess of deductible input tax over output tax that is properly attributable to supplies made to any member of the CPW Group (which is not a member of the Newco Group but a member of the CPW VAT Group), unless such repayment or credit is reflected in the 2008 Balance Sheet or the 2008 Accounts.
10.5 CPW shall proc...
VAT Grouping. 11.1 The Sellers shall procure that, on or immediately prior to Completion, Company A, Company B and any relevant Group Company are de-registered from any VAT group of which any Seller Group Company is a member (a “Seller VAT Group”). The Sellers shall provide the Purchaser with written evidence of such de-registration once available upon Purchaser’s request in writing.
11.2 Following Completion, the Purchaser shall procure that Company A, Company B and any Group Company promptly provides to the Sellers such information and assistance as is reasonably required to prepare any VAT return or filing of any Seller VAT Group for any period up to and including Completion.
11.3 If, following Completion, any VAT refund or repayment is received:
(a) by the Purchaser, Company A, Company B or any Group Company, in each case that relates to a period prior to Completion and is properly attributable to a Seller Group Company (or any supplies, acquisitions or importations made by a Seller Group Company), the Purchaser shall promptly pay, or procure the payment of, an amount equal to such refund or repayment to the relevant Seller (or as the relevant Seller may direct); and
(b) by any Seller Group Company, in each case that relates to a period prior to Completion and is properly attributable to Company A, Company B or any Group Company (or any supplies, acquisitions or importations made by Company A, Company B or any Group Company), the Sellers shall promptly pay, or procure the payment of, an amount equal to such refund or repayment to the Purchaser (or as the Purchaser may direct).
11.4 The parties shall act in good faith and cooperate with each other to determine the proper attribution of any VAT refund or repayment relating to periods prior to Completion.
11.5 If, following Completion, any VAT liability (including any assessment, demand or requirement to account for VAT, interest or penalties) is suffered or incurred by the Purchaser, Company A, Company B, or any Group Company, in each case to the extent that such liability relates to a period prior to Completion and is properly attributable to a Seller Group Company (or to any supplies, acquisitions or importations made by a Seller Group Company), the relevant Seller shall promptly pay, or procure the payment of, an amount equal to such liability to the Purchaser (or as the Purchaser may direct). The parties shall act in good faith and cooperate with each other to determine the proper attribution of any VAT liability ...