Common use of VAT Provisions Clause in Contracts

VAT Provisions. (i) All amounts expressed to be payable under any Loan Document by any Loan Party to any Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Section 3.01(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Secured Party to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, such Loan Party shall pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Secured Party shall promptly provide an appropriate VAT invoice to such Loan Party) provided that the reverse charge mechanism is not applicable. Where the reverse charge is applicable, the relevant Loan Party shall properly and fully account for such VAT in its VAT returns within the prescribed time-limits for filing such returns in its jurisdiction. (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Supply Recipient”) under a Loan Document, and any party other than the Supply Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration): (A) (where the Supplier is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this clause (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Supply Recipient is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify any Secured Party for any cost or expense, such Loan Party shall reimburse or indemnify (as the case may be) such Secured Party for the full amount of such cost or expense, including such part thereof as represents VAT, except to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) If VAT is or becomes chargeable on any supply under a Loan Document, the Supply Recipient, if reasonably requested by the Supplier, must promptly provide such Supplier with details of its VAT registration and such other information as is reasonably requested in connection with such Supply Recipient’s VAT reporting requirements in relation to such supply. Any reference in this Section 3.01(i) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom’s Value Added Tax Act 1994 or applicable legislation in other jurisdictions having a similar effect).

VAT Provisions. (i) All amounts set out or expressed in a Loan Document to be payable under any Loan Document by any Borrower or Non-Loan Party Borrower to the Administrative Agent or any Secured Party Lender which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Section 3.01(i)(ii) belowwhat follows, if VAT is or becomes chargeable on any supply made by the Administrative Agent or any Secured Party Lender to any Borrower or Non-Loan Party Borrower under a Loan Document and such Secured Document, the relevant Borrower or Non-Loan Party is required to account Borrower must pay to the Administrative Agent or the relevant tax authority for the VAT, such Loan Party shall pay to such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of the VAT (and such Secured Party shall promptly provide an appropriate VAT invoice VAT, subject to such Loan Party) provided that the reverse charge mechanism is not applicable. Where the reverse charge is applicable, Administrative Agent or the relevant Lender (as appropriate) having delivered to that Borrower or Non-Loan Party shall properly and fully account for such VAT Borrower a proper invoice in its VAT returns within the prescribed time-limits for filing such returns in its jurisdiction. (ii) respect of that VAT. If VAT is or becomes chargeable on any supply made by the Administrative Agent or any Secured Party Lender (the “Supplier”) to any other Secured Party Lender or, where the Supplier is a Lender, to the Administrative Agent (the “Supply Recipient”) under a Loan Document, and any party other than the Supply Recipient Borrower or Non-Loan Party Borrower (the “Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration): (A) (where the Supplier is the Person required to account to the relevant tax authority for the VAT) the Relevant ), such Borrower or Non-Loan Party must Borrower shall also pay to the Supplier (if that Supplier is required to account for the VAT) or the Recipient (if the Recipient is required to account for the VAT) (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Supply Recipient must (where this clause (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Supply Recipient is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) Where . In addition, where a Loan Document requires any a Borrower or Non-Loan Party Borrower to reimburse or indemnify the Administrative Agent or any Secured Party Lender for any cost or expense, such the Borrower or Non-Loan Party Borrower shall reimburse or indemnify (as the case may be) such Secured Party the Administrative Agent or the Lender for the full amount of such cost or expense, including such part thereof as represents VAT, except save to the extent that such Secured Party the Administrative Agent or the Lender reasonably determines that it is entitled to a credit or repayment in respect of such VAT from the relevant tax taxation authority. (iv) If VAT is or becomes chargeable on any supply under a Loan Document, the Supply Recipient, if reasonably requested by the Supplier, must promptly provide such Supplier with details of its VAT registration and such other information as is reasonably requested in connection with such Supply Recipient’s VAT reporting requirements in relation to such supply. Any reference in this Section 3.01(i) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom’s Value Added Tax Act 1994 or applicable legislation in other jurisdictions having a similar effect).

VAT Provisions. 13.1 The Seller and the Buyer intend and shall use all reasonable endeavours to secure that section 49(1) VATA and article 5 of the Value Added Tax (iSpecial Provisions) All amounts expressed Order 1995 will apply to the transfer of the Properties pursuant to this Agreement. Accordingly: 13.1.1 The Seller and the Buyer shall to the extent required by law at Completion or as soon as reasonably practicable after that date give to the extent required by law notice of such transfer to HM Customs & Excise; and 13.1.2 The Seller shall make a request to HM Customs & Excise under section 49(1)(b) VATA. The Seller undertakes to preserve all books and records related to VAT for such period as may be payable under any Loan Document required by any Loan Party law or, in the case of books and records that relate to any Secured Party which (in whole capital items within the capital goods scheme, 11 years, and during that time to permit the Buyer or in part) constitute its agents reasonable access to inspect or copy them at the Seller's expense on reasonable notice and at reasonable times. If HM Customs & Excise refuses to make a direction, the Seller shall within 20 days of the receipt of written notification of such refusal deliver such books and records to the Buyer, although the Seller shall be entitled either to retain a copy of such books and records or subsequently have access for itself and its agents to inspect or copy them at the Seller's expense. 13.2 If HM Customs & Excise determines that all or part of the consideration for any supply for VAT purposes are deemed to be exclusive the sale and purchase of any VAT which the Properties is chargeable on that supply, and accordingly, subject to Section 3.01(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Secured Party to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, such Loan Party the Seller shall issue the Buyer with a VAT invoice and the Buyer shall pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Secured Party shall promptly provide an appropriate VAT invoice to such Loan Party) provided that the reverse charge mechanism is not applicable. Where the reverse charge is applicable, the relevant Loan Party shall properly and fully account for such VAT in its VAT returns within the prescribed time-limits for filing such returns in its jurisdiction. (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Supply Recipient”) under a Loan Document, and any party other than the Supply Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration): (A) (where the Supplier is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this clause (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Supply Recipient is the Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient Seller an amount equal to the VAT chargeable on that supply but only specified in the invoice within 5 days of receipt of such invoice by the Buyer. 13.3 Each of the Seller and the Buyer warrants to the extent that the Supply Recipient reasonably determines other that it is not entitled and will remain until Completion a registered taxable person for the purposes of VATA 13.4 The Seller warrants to credit or repayment the Buyer that the Seller has elected to waive exemption from VAT under Schedule 10 to the relevant tax authority VATA in respect of the Elected Property and that VAT. (iii) Where a Loan Document requires any Loan Party it will prior to reimburse or indemnify any Secured Party for any cost or expense, such Loan Party shall reimburse or indemnify (as the case may be) such Secured Party for the full amount of such cost or expense, including such part thereof as represents VAT, except Completion produce to the extent that such Secured Party reasonably determines Buyer's Solicitors a certified copy of its notification to Customs of the election and of an acknowledgment of receipt and any required permission granted by Customs and that it is entitled to credit will not on or repayment in respect of before Completion revoke such VAT from election such that the relevant tax authority. sale hereunder (ivbut for Article 5) If VAT is or becomes chargeable on any would be a standard rated supply under a Loan Document, the Supply Recipient, if reasonably requested by the Supplier, must promptly provide such Supplier with details of its VAT registration and such other information as is reasonably requested in connection with such Supply Recipient’s VAT reporting requirements in relation to such supply. Any reference in this Section 3.01(i) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference 13.5 The Buyer warrants to the representative member of such group at such time (Seller that: 13.5.1 the term “representative member” Buyer has elected or will prior to have Completion elect to waive exemption from VAT under Schedule 10 to the same meaning as in the United Kingdom’s Value Added Tax Act 1994 in respect of the Elected Property wxxx xxxxct from and including Actual Completion 13.5.2 it will not on or applicable legislation before Completion revoke any such election 13.5.3 it will not less than five working days prior to Completion produce to the Seller's Solicitors a certified copy of its notification of election and an acknowledgment of receipt thereof from Customs; and 13.5.4 from and after Completion the business transferred to it pursuant to this agreement will be carried on by it as a going concern 13.6 The Seller warrants to the Buyer that the Seller has not elected and will not elect to waive exemption from VAT under Schedule 10 to VATA in other jurisdictions having a similar effect)respect of Property 1.

VAT Provisions. (i) All amounts expressed to be payable under any a Loan Document by any Loan Party party to any Secured Party Loan Agreement (a “Party”) to the Administrative Agent or a Lender, as applicable, which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Section 3.01(i)(iiparagraph (ii) below, if VAT is or becomes chargeable on any supply made by the Administrative Agent or any Secured Party Lender, as applicable, to any Loan Party under a Loan Document and the Administrative Agent or such Secured Party Lender, as applicable, is required to account to the relevant tax authority for the VAT, such Loan Party shall must pay to the Administrative Agent or such Secured Party Lender, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Secured Party shall Lender must promptly provide an appropriate VAT invoice to such Loan Party) provided that the reverse charge mechanism is not applicable. Where the reverse charge is applicable, the relevant Loan Party shall properly and fully account for such VAT in its VAT returns within the prescribed time-limits for filing such returns in its jurisdiction). (ii) If VAT is or becomes chargeable on any supply made by the Administrative Agent or any Secured Party Lender, as applicable, (the “Supplier”) to any other Secured Party Lender (the “Supply VAT Recipient”) under a Loan Document, and any party Party other than the Supply VAT Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply VAT Recipient in respect of that consideration): (A) (where the Supplier is the Person person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply VAT Recipient must (where this clause paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply VAT Recipient receives from the relevant tax authority which the Supply VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Supply VAT Recipient is the Person person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify any Secured Party the Administrative Agent or a Lender for any cost or expense, such Loan that Party shall reimburse or indemnify (as the case may be) such Secured Party Person for the full amount of such cost or expense, including such part thereof as represents VAT, except save to the extent that the Administrative Agent or such Secured Party Lender, as applicable, reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) If VAT is or becomes chargeable on any supply under a Loan Document, the Supply Recipient, if reasonably requested by the Supplier, must promptly provide such Supplier with details of its VAT registration and such other information as is reasonably requested in connection with such Supply Recipient’s VAT reporting requirements in relation to such supply. Any reference in this Section 3.01(i) 3.5 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group 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 2006/112/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 reference to a Party shall be construed as a reference to that Party of 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 such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the United Kingdom’s Value Added Tax Act 1994 or applicable legislation in other jurisdictions having a similar effectcase may be). (v) In relation to any supply made by the Administrative Agent or a Lender to any Party under a Loan Document, if reasonably requested by the Administrative Agent or such Lender, as applicable, that Party must promptly provide the Administrative Agent or such Lender with details of that Party's VAT registration and such other information as is reasonably requested in connection with Administrative Agent or such Lender’s VAT reporting requirements in relation to such supply.