Vat & Other Taxes. Jupitice may be required by the applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we will just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the ADR Practitioner (the "Taxes"). In such instances, any amounts Jupitice is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Jupitice under the Terms of Service.
Vat & Other Taxes. The Purchase Price, including any Earnout Payment, is exclusive of Value Added Tax ("VAT"), if applicable. Promptly after the execution of this Agreement, Buyer shall file an application with the Israeli VAT authority for the payment of the VAT due in connection with this Agreement or the sale and purchase of any of the Purchased Assets or Assumed Liabilities in accordance with Section 20 of the Israeli VAT Law, 1975 via self invoicing. In the event that by the end of the business day immediately prior to the Closing Date Buyer does not provide Seller with a confirmation from the Israeli VAT authority that the VAT may be paid under such Section 20, or that no VAT is chargeable in connection with the transactions hereunder, then Buyer shall deliver to Seller at the Closing, for payment to the Israeli VAT authority, an amount equal to the applicable amount of Israeli VAT against receipt by Buyer of a valid Israeli VAT invoice from Seller. The party required by law to file a Tax Return with respect to such Israeli VAT or transfer Taxes shall do so within the time period prescribed by law. By signing this Agreement, Seller consents and undertakes to report the transactions hereunder pursuant to Section 20 of the Israeli VAT Law, 1975 and to execute all forms and documents and take any action that may be required by the Israeli VAT authority in connection therewith, all provided that the Seller is provided, by the end of the business day immediately prior to the Closing Date, with confirmation from the Israeli VAT authority that the VAT may be paid under such Section 20. The parties will further use commercially reasonable efforts to cooperate with each other to obtain any available reduction or exemption from such VAT or other Taxes (including, by way of example, assistance with regard to production of any applicable resale certificate, resale purchase exemption certificate or other certificate or document of exemption required or appropriate to reduce or eliminate such VAT or other Taxes) or any available refund of such VAT or other Taxes. For the avoidance of doubt, obtaining any such reduction or exemption shall not be a condition to the Closing.
