VAT Groups Sample Clauses

VAT Groups. References to any right, entitlement or obligation of any person under the laws in relation to VAT shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the right, entitlement or obligation under such laws of the representative member of such VAT Group at such time.
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VAT Groups. The Company is not and has not been for VAT purposes a member of any group of companies other than the Group and no act or transaction has been effected in consequence whereof the Company is or may be held liable for any VAT arising from supplies made by another company and no direction has been given nor will be given by H M Customs & Excise under Schedule 9A, VATA as a result of which the Company would be treated for the purposes of VAT as a member of a group.
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VAT Groups. The Company is not and has not been, for value added tax purposes a member of any group of companies (other than that comprising the Company and the Subsidiaries alone) and no act or transaction has been effected in consequence whereof the Company is or may be held liable for any value added tax chargeable against some other company except where that other company is a Subsidiary.
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VAT Groups. The Company is not and has not been a member of a group for VAT purposes.
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VAT Groups. 9.1 For the purposes of this paragraph 9 the “ETFS Vat Group” is the VAT group comprising ETFS UK and ETF Securities (International) Limited of which ETF Securities (International) Limited is the representative member. 9.2 The Seller will, on or before Completion, procure that notice is given to HMRC (copying the notice to the Buyer) that on, or prior to Completion, the conditions for VAT group registration will cease to be met in relation to the ETFS VAT Group and the ETFS VAT Group should therefore be disbanded. The Seller will use reasonable endeavours to procure that the date on which the ETFS VAT Group is disbanded, falls on or before Completion. The date on which the ETFS VAT Group is disbanded being the “ETFS VAT Group Termination Date”. 9.3 If the ETFS VAT Group Termination Date falls prior to Completion the Seller will procure that an application is submitted to HMRC for ETFS UK to be registered for VAT as a stand alone company with effect from the ETFS VAT Group Termination Date. 9.4 The Buyer will procure that ETFS UK contributes to ETF Securities (International) Limited that proportion of any VAT for which ETF Securities (International) Limited, as the representative member of the ETFS VAT Group, is accountable that is properly attributable to supplies, acquisitions and importations (“Supplies”) made before the ETFS VAT Group Termination Date by ETFS UK (less any amount of deductible input tax that is attributable to those Supplies) to the extent provided for in the Completion Accounts. 9.5 The Seller shall pay, or procure to be paid, to ETFS UK an amount equivalent to the proportion of any repayment of VAT received by ETF Securities (international) Limited 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 ETFS UK while a member of the ETFS VAT Group (ignoring, for this purpose, the deeming provisions in section 43(1) of VATA 1994) and to the extent provided for in the Completion Accounts within ten Business Days of receipt by, or offset against a liability of, the representative member.
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VAT Groups. Any reference in any Transaction Document to any party, when construing any provision in relation to VAT, shall at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/1 12/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).
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VAT Groups. Any reference in any Transaction Document to any person, when construing any provision in relation to VAT, shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the representative member of such group at such time (so that a reference to x, for example, would read “x or the relevant representative member of the VAT Group of which x is a member (as the case may be)”) (the term “representative member” to have the same meaning as for the purposes of the VAT Grouping Legislation).
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VAT Groups. (a) Promptly following the date of this Agreement, Seller shall procure (so far as Seller is reasonably able to procure) that UK MF HoldCo ceases to be the representative member of VAT Group registered under number GB765361024 and shall, promptly following completion of the UK Internal Reorganization, submit to HMRC all such notices as are necessary in order that the Transferred Group Companies cease to be members of the VAT Group with effect not later than the Closing Date. (b) Seller shall pay or procure that its Affiliates pay, either to UK MF Holdco or to HMRC an amount equal to any VAT (and any interest and penalties, other than any interest and penalties that would not have arisen but for any unreasonable delay or default on the part of Buyer or its Affiliates), net of recoverable input tax, that (i) UK MF HoldCo is liable to pay or account for to HMRC after Closing as a result of being the representative member of the VAT Group referred to in Section 6.6(a); and (ii) has not been, and will not be, included in the Indebtedness Amount or Net Working Capital; and (iii) is referrable to supplies, imports or acquisitions made or received by (in each case disregarding the provisions of section 43 VAT Act 1994) Seller of any of its Affiliates (excluding, for the avoidance of doubt any of the Transferred Group Companies in relation to supplies, imports or acquisitions made or received from and after the Closing), such payment to be made not later than five (5) business days prior to the date on which such VAT (and/or interest or penalties) is required to be paid or accounted for to HMRC. (c) Buyer shall pay, or shall procure that UK MF HoldCo pays, either to Seller or to HMRC an amount equal to any VAT (net of recoverable input tax) that (i) any Affiliate of Seller is liable to pay or account for to HMRC after Closing; (ii) has been, or will be, included in the Indebtedness Amount or Net Working Capital; and (iii) is referable to supplies, imports or acquisitions made or received by (in each case disregarding the provisions of section 43 VAT Act 1994) UK MF Holdco, such payment to be made not later than five (5) business days prior to the date on which such VAT is required to be paid or accounted for to HMRC. (d) If, after Closing, (i) an Affiliate of Seller receives a repayment of VAT that is referable to supplies, imports or acquisitions made or received by (disregarding the provisions of section 43 VAT Act 1994) UK MF HoldCo before Closing, which has bee...
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Related to VAT Groups

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member and or a Class B Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares and the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

  • Relevant Persons In this Clause 19 “a Relevant Person” means the Borrower, a Security Party and any other member of the Group; but excluding any company which is dormant and the value of whose gross assets is $50,000 or less.

  • Goods and Services Tax (GST (a) For the purposes of clause 9:

  • Member The Member owns 100% of the limited liability company interests in the Company.

  • CLASSIFICATIONS AND WAGES The Employer will pay employees pursuant to the wage schedule attached hereto as Schedule “A” and forming part of this Collective Agreement.

  • Affiliated Group The term “Affiliated Group” shall mean any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Export Taxes Neither Party shall adopt or maintain any duty, tax, or other charge on the export of any good to the territory of the other Party, unless the duty, tax, or charge is also adopted or maintained on the good when destined for domestic consumption.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Annual Tax Information The Managers shall cause the Company to deliver to the Member all information necessary for the preparation of the Member’s federal income tax return.

  • Goods and Services Tax You shall be responsible for all goods and services tax and all other taxes imposed on or payable in respect of any amount required to be paid under this Agreement. We may debit the amount of such tax to your Card Account.

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