Common use of Australian GST Clause in Contracts

Australian GST. (a) Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement are exclusive of Australian GST. (b) The Acquiring Parties and the Transferor Parties acknowledge and agree that the supply of the Transferred Assets under this Agreement is the supply of a going concern for the purposes of section 38-325 of the GST Act. (c) The Transferor Parties warrant that: (i) the Transferred Assets are all of the things that are necessary for the continued operation of the Business; and (ii) the Transferor Parties will carry on the Business until the day of the supply of the Transferred Assets under this Agreement. (d) The Acquiror warrants that it will be registered for Australian GST at the time the Transferred Assets are supplied to it pursuant to this Agreement. (e) If, despite the agreement contained in Section 5.16(b), Australian GST is payable on any supply made under or in connection with this Agreement, for which the consideration is not expressly stated to include Australian GST, the recipient agrees to pay to the supplier an additional amount equal to the Australian GST payable at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. However: (i) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; (ii) if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) this Section 5.16(e) does not apply to the extent that the Australian GST on the supply is payable by the recipient under Division 84 of the GST Act. (f) If a Party is required under this Agreement to indemnify another Party, or pay or reimburse costs of another Party, that Party agrees to pay the relevant amount less any input tax credits to which the other Party (or to which the representative member for a GST group of which the other Party is a member) is entitled. (g) For the purposes of this Section 5.16, a term which has a defined meaning in the GST Act has the same meaning when used in this Section 5.16.