Common use of Australian GST Clause in Contracts

Australian GST. (a) The Australian Subsidiary and the ACE Australian Subsidiary agree that the Agreement, and the sale and purchase of the Australian Acquired Assets contemplated hereby is the supply of a going concern by the Australian Subsidiary to the ACE Australian Subsidiary, which is Australian GST -free under subdivision 38-J of the Australian GST Act, and Sellers agree that they will conduct the subject matter of the Agreement as such up to and including the Closing Date. The ACE Australian Subsidiary has delivered to Sellers evidence that it is registered for Australian GST. The Australian Subsidiary has delivered to the ACE Australian Subsidiary evidence to that it is registered for Australian GST. Any amount that Sellers pay or are liable to pay to Buyer or the ACE Australian Subsidiary under any indemnity under this Agreement, or for breach of this Agreement is to be treated as a reduction of the purchase price in Section 2.7 for the purposes of the Australian GST Act. Any amount that Buyer or the ACE Australian Subsidiary pays or is liable to pay to Sellers under any indemnity under this Agreement, or for breach of this Agreement by Buyer or the ACE Australian Subsidiary is to be treated as an accretion to the purchase price in Section 2.7 for the purposes of the Australian GST Act. If the Australian Subsidiary or the ACE Australian Subsidiary is entitled to be reimbursed for an expense or outgoing incurred in connection with the Agreement, then the amount of the reimbursement will be net of any input tax credits which may be claimed by the party being reimbursed in relation to that expense or outgoing. Terms defined in the Australian GST Act have the same meaning in this Section 8.3 unless provided otherwise. (b) Unless expressly included, the consideration for any supply under or in connection with this Agreement does not include Australian GST. Subject to Section 8.2(a), to the extent that any supply made by Australian Subsidiary or the ACE Australian Subsidiary under or in connection with this Agreement is a taxable supply, the relevant supplier may increase the consideration for that supply by an amount not exceeding the amount of the consideration multiplied by the rate at which Australian GST is imposed in respect of the supply. The right of Australian Subsidiary or the ACE Australian Subsidiary to recover any amount in respect of Australian GST under this Agreement on a supply is subject to the issuing of the relevant tax invoice or adjustment note to ACE Australian Subsidiary or the ACE Australian Subsidiary as the case may be. Subject to any other provision of this Agreement, the recipient must pay any amount in respect of Australian GST within 7 days of the issuing of the relevant tax invoice or adjustment note to the recipient.