Excess VAT means the VAT actually paid (after deducting any previous refund under this Section 8.10(f)(ii)) by Buyer that would not have been payable had the purchase price for the UK Assets at all times reflected the relevant adjustment or amendment in allocation provided that no payment shall be due under this Section 8.10(f)(ii) from Parent or such appropriate Seller where any part of the consideration (inclusive of VAT) payable pursuant to this Agreement which is subject to adjustment under this Section 8.10(f)(ii) remains outstanding.
Excess VAT means the VAT actually paid (after deducting any previous refund under this Clause 11.10.2) by the Purchaser or an EMEA Designated Purchaser that would not have been payable had the purchase price at all times reflected the relevant adjustment or change in allocation or correct TOGC status as determined in writing by the relevant Tax Authority.
Excess VAT has the meaning set forth in Section 6.9(e)(ii). “Excluded Assets” has the meaning set forth in Section 2.1.2. “Excluded Liabilities” has the meaning set forth in Section 2.1.4. “Excluded Licenses” has the meaning set forth in Section 2.1.2(i).
Examples of Excess VAT in a sentence
Additional amount of Excess VAT were paid and were refundable by Republic of China and Republic of Korea, but the amount were not significant.
More Definitions of Excess VAT
Excess VAT means the VAT actually paid (after deducting any previous refund under this Section 8.2(c)(ii)) by Buyer that would not have been payable had the purchase price for the assets at all times reflected the relevant adjustment or amendment in allocation provided that no payment shall be due under this Section 8.2(c)(ii) from Parent or such appropriate Seller where any part of the consideration (inclusive of VAT) payable pursuant to this Agreement which is subject to adjustment under this Section 8.2(c)(ii) remains outstanding. The adjusted invoices shall be delivered within ten (10) Business Days after the Final Allocation has been determined pursuant to Section 1.7(a), and the respective VAT amount shall be repaid or paid, as the case may be, within ten (10) Business Days after delivery of the respective invoice. If a relevant Tax authority decides that contrary to the assumptions made in the Preliminary Allocation one or more of the transactions contemplated by this Agreement do not constitute a supply of goods pursuant to Article 19 of the VAT Directive or similar applicable local Law provisions, then the relevant Seller shall issue within ten (10) Business Days after a binding decision of the relevant Tax authority is available, adjusted valid invoices meeting the requirements of the applicable VAT Law, and the Buyer shall make a corresponding VAT payment to the relevant Sellers within ten (10) Business Days after receipt of the adjusted invoice by the Buyer or, as the case may be, the relevant Sellers shall make a VAT repayment to the Buyer within five (5) Business Days after receipt by the relevant Seller of the respective repayment from the relevant Tax authority.
Excess VAT means the VAT actually paid (after deducting any previous refund under this Section 8.11(e)(ii)) by Buyer that would not have been payable had the purchase price for the German Assets at all times reflected the relevant adjustment or amendment in allocation provided that no payment shall be due under this Section 8.11(e)(ii) from the Germany Entity Seller or the Germany Holding Entity, as the case may be, where any part of the consideration (inclusive of VAT) payable pursuant to this Agreement which is subject to adjustment under this Section 8.11(e)(ii) remains outstanding.
Excess VAT means the amount in respect of VAT actually paid (after deducting any previous refund under this Section 6.9(e)(ii)) by the Purchaser that should not have been paid, taking into account the decrease in purchase price, the incorrect characterization of a supply, the decrease in the VAT rate or the amount in respect of VAT that was paid to an EMEA Seller that was otherwise not due. The EMEA Sellers, Joint Administrators, French Liquidator and the Purchaser agree to act in good faith in accordance with Section 2.2.42.2.3 for all purposes relating to VAT (including the preparation and filing of any VAT invoices or Tax Returns with respect to VAT). If it is not possible for the EMEA Sellers, Joint Administrators, French Liquidator and the Purchaser in accordance with Section 2.2.42.2.3 to determine before the date falling five (5) Business Days prior to Closing an amount of consideration for the purposes of VAT invoicing then (notwithstanding that the Purchaser has not by such date delivered a proposed Partial Allocation pursuant to Section 2.2.4(b))2.2.3(b)) and in all cases in respect of all sums payable in respect of any Optioned Licenses, then: where any of the EMEA Sellers, the Joint Administrators or the French Liquidator are required to account to a Tax Authority for VAT in respect of the supply of any goods or services under this Agreement and/or in respect of the Optioned Licenses, subject to Section 6.9(e), the determination of the relevant EMEA Seller or the Joint Administrators or the French Liquidator (in each case, acting reasonably) shall be accepted by the parties for VAT purposes in respect of such goods or services until and unless replaced pursuant to Section 6.9(e); and where the Purchaser is required to account to a Tax Authority for VAT in respect of the supply of any goods or services under this Agreement and/or in respect of the Optioned Licenses, subject to Section 6.9(e), the determination of the Purchaser (acting reasonably) shall be accepted by the parties for VAT purposes in respect of such goods or services unless and until replaced pursuant to Section 6.9(e). ARTICLE VII
Excess VAT has the meaning given to that term in Clause 11.10.2 (VAT – Other);
Excess VAT has the meaning set forth in Section 4(f)(vi).
Excess VAT means the VAT actually paid (after deducting any previous refund under this Section 4(f)(vi)) by the Recipient that would not have been payable had the price or charge for the Service at all times reflected the relevant adjustment, provided that no payment shall be due under this Section 4(f)(vi) from a Provider where any part of the consideration (inclusive of VAT) payable pursuant to the invoice which is subject to adjustment under this Section 4(f)(vi) remains outstanding.