VAT Matters Sample Clauses

VAT Matters. Sellers agree to take all reasonable actions necessary, if any, to ensure that from and after the Closing Date, each Target Company or Target Subsidiary that has been a member of a group of companies that also includes any Seller or Affiliate, if any, such Seller for VAT purposes will be excluded from the relevant VAT group.
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VAT Matters. The following provisions shall apply with respect to VAT relating to the sale of the Purchased Assets relating to the UK Business under this Agreement. (i) Honeywell UK and Purchaser of the Purchased Assets relating to the UK Business (“UK Purchaser”) intend and shall use all reasonable endeavors to procure that Article 5 of the Value Added Tax (Special Provisions Order) 1995 shall apply to the sale of the Purchased Assets relating to the UK Business under this Agreement, so that the sale is treated as neither a supply of goods nor a supply of services for VAT purposes. (ii) If nevertheless HM Revenue & Customs (“HMRC”) have ruled in writing after full disclosure of all material facts that VAT is payable by UK Purchaser on the supply of the Purchased Assets relating to the UK Business under this Agreement then VAT on that supply shall be borne 50% by UK Purchaser and 50% by Honeywell UK in the following manner: (A) The amount of any consideration required to be paid by UK Purchaser on the supply of the Purchased Assets relating to the UK Business under this Agreement shall be exclusive of VAT (such that the amount of VAT chargeable on that supply shall be payable in addition to that consideration) and Honeywell UK shall promptly deliver to UK Purchaser a proper VAT invoice in respect of the supply (together with a copy of the ruling in writing by HMRC and copies of the documents disclosing all material facts to HMRC); (B) UK Purchaser shall promptly pay the amount of VAT shown on any invoice delivered by Honeywell UK in accordance with (A) above promptly after it has actually obtained all credits, deductions, refunds, refunds and repayments relating to that VAT so shown; (C) Promptly following any payment made by UK Purchaser in accordance with (B) above Honeywell UK and UK Purchaser shall make all necessary adjustments to the consideration such that the amount of (1) VAT chargeable on the supply of Purchased Assets relating to the UK Business under this Agreement, after taking into account the amount of (2) all credits, deductions, refunds and repayments actually obtained by UK Purchaser in respect of VAT chargeable on that supply (the amount of (1) less (2) being “Irrecoverable VAT”), results in UK Purchaser and Honeywell UK each bearing an amount equal to 50% of the amount of the Irrecoverable VAT that would have arisen if this Section 15.5(h)(ii)(B) had not had effect; and (D) UK Purchaser and Honeywell UK shall promptly make all such payments and repa...
Sample 1
VAT Matters. The Sellers shall, notwithstanding any other provision of this Agreement, as soon as reasonably practicable following the date hereof, deliver VAT documents related to the Purchased Divisions to Buyer. Notwithstanding any provisions of this Agreement, where Buyer can claim a credit for any VAT, such VAT shall be borne exclusively by Buyer, and shall not be subject to reimbursement or sharing under this Agreement. In all other circumstances, the VAT shall be borne equally by Buyer and the Sellers. The Sellers and Buyer shall use commercially reasonable efforts (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Tax Authority) to secure that the sale of the Purchased Divisions is treated as a transfer of a going concern but neither a supply of goods nor a supply of services solely for the purposes of the laws governing VAT in the relevant state. Buyer represents and warrants, as of the date hereof, that it is or will become, and, as of the Closing, is a taxable person for VAT purposes in all relevant states and agrees that it will use the Purchased Assets in carrying on the same kind of business, whether or not as part of its existing business, as the Sellers.
Sample 1
VAT Matters. 6.3.1 As soon as reasonably practicable after the date of this Agreement, the Sellers shall procure that (if one has not already been made) an application shall be made to HMRC pursuant to Section 43B of the VATA 1994 for the exclusion of each Group Company from the bodies treated as members of the Sellers’ VAT Group and for such exclusion to take effect on Closing or, if HMRC do not permit this, at the earliest date following Closing permitted by Section 43B. 6.3.2 Pending the taking effect of such application and for so long thereafter as may be necessary, each of the Sellers and the Purchaser shall procure that such information is provided to the other as may be required to enable the continuing representative member of the Sellers’ VAT Group to make all the returns required of it in respect of the Sellers’ VAT Group.
Sample 1
VAT Matters. (i) Each Acquired Entity is, to the extent required, registered for the purposes of VAT in its jurisdiction of incorporation only and is not registered or required to be registered for the purposes of VAT in any other jurisdiction. (ii) Each Acquired Entity has made, given, obtained, and kept up to date, proper material records, invoices and documents required by the applicable Law for the purposes of VAT and has preserved such material records, invoices, and documents in such form and for such period as legally required for the purposes of VAT. (iii) Each Acquired Entity is compliant is all material respects with applicable VAT legislation and in particular has filed all material Tax Returns and made all payments of material VAT on a timely basis. (iv) Except where credit or repayment of VAT incurred on items or services is mandatorily blocked under relevant legislation, each Acquired Entity is not restricted to any material extent from obtaining a credit or repayment from any input tax incurred by it.
Sample 1
VAT Matters. (a) The Seller shall, as soon as reasonably practicable, deliver Value Added Tax ("VAT") documents related to the Business to the Purchaser. (b) Notwithstanding any provision of this Agreement, to the extent any portion of the acquisition of the Business is subject to VAT, the VAT shall be borne by Purchaser. The Purchaser may endeavor to reclaim the VAT assessed on the acquisition of the Business and the Seller shall cooperate in connection with those efforts. Any such refund of the VAT shall be the property of Purchaser. (c) Seller and the Purchaser shall use all reasonable endeavors (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Tax Authority or entering into a written agreement) to secure that the sale of the Transferred Business so far as carried on in the EU is treated as neither a supply of goods nor a supply of services for the purposes of the laws governing VAT in the relevant member state. The Purchaser warrants that it is or will become at the Closing a taxable person for VAT purposes in the relevant member state and agrees that it will use the assets acquired in carrying on the same kind of business, whether or not as part of its existing business, as the Seller. (d) To the extent that any state outside the European Union provides for relief or exemption from VAT on the transfer of a business or treats such a transaction as being non-taxable for VAT purposes, the Seller and the Purchaser shall use all reasonable endeavors (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Tax Authority or entering into a written agreement) to secure such treatment as regards the sale of the Business under this Agreement. The Purchaser will use the assets acquired in carrying on the same kind of business, whether or not as part of the existing business of the Purchaser, as the Seller.
Sample 1
VAT Matters. (a) BHGE LLC, on behalf of itself and the other Sellers, and the Buyer, on behalf of itself and its designees, intend that the sale of the IST Business comprising the IST Assets procured under this Agreement shall, for the purposes of VAT, constitute a transfer of a going concern, in the case of the UK within the meaning of article 5 of the VAT (Special Provisions) Order 1995 (SI 1995/1265) and, in the case of any other jurisdiction, within the meaning of any similar corresponding VAT provisions. BHGE LLC and the Buyer agree to use all reasonable endeavors to secure that the Transaction is not treated as a supply of goods nor a supply of services for the purposes of VAT, including where applicable making and maintaining registrations for VAT where it is possible to do so. (b) The Buyer represents and warrants that it or one of its relevant Affiliates (i) is registered for VAT in the relevant jurisdiction(s) and (ii) intends to carry on the IST Business upon and immediately following Closing in the same way (for the purposes of VAT) as the Sellers. (c) If VAT is or becomes payable as a result of the Transaction, the relevant Seller shall issue a valid VAT invoice addressed to the Buyer or its designee in respect of the relevant supply and upon receipt of such VAT invoice, the Buyer or its designee shall pay the appropriate amount of VAT to the relevant Seller or, to the extent the Buyer or its designee is required to account for such VAT by way of reverse charge then the Buyer or its designee shall so account to the relevant Taxing Authority. (d) Neither BHGE LLC, on behalf of itself and the other Sellers, nor the Buyer or its designees intend that any VAT registration number should transfer from any Seller to the Buyer or its designees pursuant to this Agreement, and (except as may otherwise be transferred under Section 2.01(a)(iv)) no Liabilities with respect to VAT shall pass from any Seller to the Buyer or its designees pursuant to or in connection with this Agreement. Accordingly, each Seller shall, where applicable, retain and preserve any VAT records relating to the part of the IST Business carried on by it for a period of not less than six years after Closing (or such longer period as may be required by law), shall make such VAT records available for inspection or copying by the Buyer or its designees (at the Buyer’s expense and during normal business hours), and shall provide such information contained in the VAT records as the Buyer or its designe...
Sample 1
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Related to VAT Matters

  • Antitrust Matters KBR and Halliburton each agree, on behalf of itself and the members of its Group, to at all times during the term of this Agreement use reasonable best efforts to assist with the other party’s full cooperation with any Governmental Authority in its investigation of Antitrust Matters and such other party’s investigation, defense and/or settlement of any claim by any Governmental Authority relating to or arising out of the Antitrust Matters. Without limiting the foregoing, a party’s reasonable best efforts to assist with the other party’s full cooperation contemplated by the preceding sentence shall include: (a) Without limiting or qualifying the parties’ rights and obligations in Section 8.4 or Section 3.4, each of Halliburton and KBR agrees, on behalf of itself and the members of its Group, to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any Information relating to the Antitrust Matters, in the possession or under the control of such party that the requesting party reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any Regulatory Proceeding, judicial proceeding or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, (iii) to allow the other party to defend or settle any claim relating to Antitrust Matters for which such party may be responsible, or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that neither party shall be required by this Section 8.15 to violate any Law or waive any attorney-client or other work-product privilege. In the event that any party determines that such provision of Information pursuant to this Section 8.15 could violate any Law or agreement, or waive any attorney-client or work-product privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Notwithstanding Section 8.4, each party hereby undertakes, on behalf of itself and the members of its Group, to preserve, maintain and retain all documents, records and other tangible evidence related to Antitrust Matters. (c) Each party agrees, on behalf of itself and the members of its Group, to use reasonable best efforts to (i) make available any of its current and former directors, officers, employees, agents, distributors, attorneys and Affiliates who may have been involved in the Antitrust Matters and whose cooperation is requested by the other party, the DOJ or other Governmental Authority; and (ii) recommend orally and in writing that any and all such persons cooperate fully (including by appearing for interviews with Governmental Authorities or testimony, including sworn testimony before a grand jury) with any investigation conducted by a party, the DOJ or other Governmental Authority with respect to the Antitrust Matters. (d) Each party agrees to promptly inform and disclose to the other party any developments, communications or negotiations between such party or any member of its Group, on the one hand, and any Governmental Authority or third party, on the other hand, with respect to Antitrust Matters, except as prohibited by law or lawful order of a Governmental Authority. In addition, upon either party’s reasonable request, the attorneys, accountants, consultants or other advisors of the Board of Directors or any committee thereof of a requested party shall brief the Board of Directors or any committee thereof of the requesting party concerning the status of or issues arising under or relating to the Antitrust Matters.

  • Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents. 4.2 Each Party shall notify the other Party of any infringement of any intellectual property rights with regard to the License IP or a Licensed Product by a third party in the Field which becomes known to such Party, and of any claim of infringement by a third party that the activities of a Party infringe patent rights of such third party. Licensor shall have has sole responsibility and control of legal action relating to claims of infringement with respect to the Licensed Technology. 4.3 Licensor shall have the first right, but not an obligation, to initiate, maintain and control, at Licensor’s expense, legal action against any infringement of intellectual property rights relating to the Licensed Technology by a third party in the Field. 4.4 In any suit, proceeding or dispute involving infringement of any intellectual property rights relating to the License IP in the Field, the Parties shall provide each other with reasonable cooperation shall make available to each other , at reasonable times and under appropriate conditions, all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.

  • Securities Act Matters The Holder represents and warrants to the Company as of the date hereof that: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement and the DSW Registration Rights Agreement (A) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.

  • Tax Matters Section 8.12

  • Employment Matters (a) The Sellers have provided to the Buyer a complete and accurate list of the following information as of the date of this Agreement for each Business Employee: employer; job title; location; date of hiring; date of commencement of employment; and current compensation paid or payable. At least sixty (60) days prior to the applicable Closing, the Sellers will provide to the Buyer the following information as of immediately prior to such Closing (to the extent that such information can be generated at least sixty (60) days prior to such Closing and as early prior to such Closing as reasonably practicable to the extent such information cannot be generated at least sixty (60) days prior to such Closing) for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing: service credit for purposes of vesting and eligibility to participate under any Employee Plan (including any vacation or other paid time off policy of the Sellers). The parties agree and acknowledge that, due to the timing of the deliveries contemplated by the preceding sentence, and as a result of ordinary course personnel turnover, certain individuals who are identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may not be Business Employees at the applicable Closing, and certain individuals who are not identified as Business Employees in connection with the deliveries contemplated by the preceding sentence may be Business Employees at the applicable Closing, and in no event will any resulting inaccuracies in any information delivered pursuant to this Section 3.13(a) be considered a breach of any provision of this Agreement. Further, within ten (10) Business Days following the applicable Closing, the Sellers will provide to the Buyer, for each Business Employee whose services relate primarily to the portion of the Business being transferred at such Closing, data relating to the amount of sick and vacation leave that is accrued but unused as of such Closing. (b) Except as set forth on Section 3.13(b) of the Disclosure Schedule, (i) none of the Business Employees is, or during the past two (2) years has been, represented by a union, labor organization or group (collectively, a “Union”) that was either voluntarily recognized or certified by any labor relations board; (ii) none of the Business Employees is, or during the past two (2) years has been, a signatory to or bound by a Collective Agreement with any Union; (iii) to the Knowledge of the Sellers, there are no currently filed petitions for representation with respect to the formation of a collective bargaining unit involving any of the Business Employees and no such petitions for representation have been filed or, to the Knowledge of the Sellers, threatened in the past two (2) years; (iv) there is no unfair labor practice or labor arbitration proceeding brought by or on behalf of any of the Business Employees pending or, to the Knowledge of the Sellers, threatened against the Sellers and no such proceeding has been initiated or, to the Knowledge of the Sellers, threatened in the past two (2) years; and (v) no labor dispute, walk out, strike, slowdown, hand billing, picketing, or work stoppage involving the Business Employees has occurred, is in progress or, to the Knowledge of the Sellers, has been threatened in the past two (2) years.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement. b. The School District will act as the fiscal agent for purposes of this MOU, including student fees. Based on School District policies, the School District may recover fees incurred by students. c. Any transportation and applicable food services required for Students participating in Dual Credit programs at the College site will be provided by the School District. d. All personal fines, late fees, parking tickets, etc. incurred by Student at the College are the student’s individual responsibility. e. Adjunct Instructors at the School site delivering dual credit courses may teach students enrolled in ECHS and Traditional Dual Credit in the same course section. However, Alamo Colleges District will only pay dual credit stipends for dual credit courses with 15 dual credit students or more in each course section. Dual Credit students constitute those in traditional Dual Credit or ECHS. f. The Cost-Sharing Model was implemented beginning with the 2017-18 Academic Year. Following the model of who primarily funds the cost of the Dual Credit Instructor, the Alamo Colleges District will either pay a stipend to the School District or the School District will pay the Alamo Colleges District the appropriate amount listed below. The College will verify all student enrollments per College census dates. i. Where the School District contracts the instructor to teach college courses, the Alamo Colleges District will pay $600 for each course section that contains at least 15 students. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide the appropriate payment to be paid the first full week of December for the Fall semester and the third full week of April for the Spring semester. ii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals less than 80% of the total student enrollment count of the said course section, the School District will pay $100 per student to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals to 80% or greater of the total student enrollment of the said course, the School District will pay $2,800 per course to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iv. Where Students are required to use Course Materials as part of the prescribed courses in their degree plan, as referenced in Section 13 – Course Materials, the Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. g. School District’s failure to meet its financial responsibilities as the fiscal agent will result in a College’s refusal of enrollment of its Students for the next Academic Year after determination of payment default and may be subject to outside collection agency action. h. Tuition promotions, incentives or discounts vary during each academic year. All current promotions are published on the Alamo Colleges District web site at: xxx.xxxxx.xxx, and are available in printed or electronic formats. Applicability of said for students enrolled in Dual Credit programs, Early College High School or Alamo Academies must be verified at the time of enrollment. Examples of promotional incentives include the “Summer Momentum Plan” published in the Alamo Colleges District web site at: xxxx://xxx.xxxxx.xxx/free.

  • Matters To indemnify Indemnitee on account of any suit in which judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • FINRA Matters All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the Offered Shares is true, complete, correct and compliant with FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct.

  • Legal Matters In the opinion of Xxxx Xxxxxx, Authorized Signatory of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Fifth Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

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