German VAT. (a) The parties intend, and shall use reasonable endeavors to procure that the sale of the German Assets is treated as a TOGC (Geschäftsveräußerung im Ganzen) within the scope of Section 1 para. 1a sent. 1 GVATA by the German Tax authorities.
German VAT. Seller, Purchaser and their respective Affiliates intend to report the sale of the Purchased Assets and Assumed Liabilities held by the applicable Seller Entity in Germany to be transferred pursuant to this Agreement to the German Purchaser (the “German Purchased Assets,” and, the purchase of the German Purchased Assets by the German Purchaser pursuant to this Agreement, the “German Assets Purchase”) as subject to German VAT. Seller shall cause the relevant Seller Entity to deliver to the German Purchaser a valid VAT invoice (such valid invoice, the “German Purchased VAT Receipt”) with respect to the German Asset Purchase, which German Purchased VAT Receipt shall be prepared in a manner consistent with the Allocation Principles and shall set forth the amount of German VAT (the “German VAT Amount”) due based on the German VAT rate(s) applicable to the German Assets Purchase. Seller shall inform the Purchaser upon Closing in writing as to the due date for the remittance of such German VAT Amount to the applicable Taxing Authorities. Subject to the delivery of the German Purchased VAT Receipt, Purchaser shall pay, or shall cause an Affiliate thereof to pay, to the applicable Seller Entity, on behalf of the German Purchaser, the German VAT Amount no later than two (2) Business Days prior to the due date for the remittance of such German VAT Amount by the applicable Seller Entity to the applicable Taxing Authorities. For the avoidance of doubt, Purchaser and its Affiliates shall be entitled to retain any refund or credit in respect of the German VAT Amount paid by Purchaser or any of its Affiliates to the applicable Seller Entity pursuant to this Section 6.4.
German VAT. (a) Each German Originator shall file with the competent tax authorities all German VAT advance tax returns (Umsatzsteuervoranmeldungen) to be made or filed by it, shall fulfil all other German VAT related duties and obligations which it has vis-à-vis the German tax authorities pursuant to applicable German law (including applicable statements by the German tax authorities) related thereto and shall pay any VAT balance (Umsatzsteuerzahllast) owing and payable when due to the competent German tax authorities in accordance with applicable German law (including applicable statements by the German tax authorities) or in accordance with “best practice” as being accepted by the competent German tax authority.
German VAT. (i) Seller and Purchaser shall (and shall cause their respective Affiliates to) reasonably cooperate to minimize any German VAT on the purchase and transfer of the Purchased Assets pursuant to this Agreement; provided, that the parties shall treat the purchase and transfer of the Purchased Assets held by a German Seller Entity immediately prior to the Closing (the “German Assets”) pursuant to this Agreement (the “German Asset Sale”) as a sale and transfer of a business as a going concern (Geschäftsveräußerung im Ganzen) within the meaning of Section 1 para. 1a German Value Added Tax Act (Umsatzsteuergesetz) that is not subject to German VAT (nicht umsatzsteuerbar) solely if and to the extent Seller determines in good faith that such treatment is required under applicable Law (and if Seller so determines that such treatment is required, (x) Seller shall promptly (and at least ten (10) days prior to issuing a VAT invoice reflecting such determination) notify Purchaser in writing of such determination and (y) the parties shall (and shall cause their respective Affiliates to) file all Tax Returns in a manner consistent with such treatment).
German VAT. (a) The German Transaction according to Section 5.11 and the German IP Transaction according to Section1.1(c) shall be outside the scope of German VAT as the Germany Holding Entity, the Germany Entity Seller and the Germany Entity form a fiscal unity for VAT purposes (Section 2 para. 2 no. 2 GVATA). In light of such fiscal unity, the parties intend, and shall use reasonable endeavors to procure, that the German Transaction and the German IP Transaction will be effected prior to Closing. If, contrary to the understanding in the foregoing sentences, the relevant Tax authority determines that the German Transaction and the German IP Transaction are not effected within a fiscal unity for VAT purposes, the parties hereto intend, and shall use reasonable efforts to procure that both the German Transaction and the German IP Transaction will be treated as a TOGC (Geschäftsveräußerung im Ganzen) within the scope of Section 1 para. 1a sent. 1 GVATA by the German Tax authorities.
German VAT. (i) Dover and Buyer are cognizant of the VAT Issue and agree that the guiding principle shall be that the VAT Issue shall be neutral to Buyer (including the Acquired Companies and the Acquired MT Singapore Business) such that Dover will make Buyer whole for any detriment therefrom and conversely Buyer will turn over any benefits Buyer (including the Acquired Companies and the Acquired MT Singapore Business) receives therefrom to Dover. Therefore, in furtherance of this guiding principle Dover and Buyer agree that, notwithstanding anything in this Agreement to the contrary:
German VAT. With regard to the Sold Assets, the parties hereto assume that the sale of these assets is a sale of an entire business that is not subject to VAT pursuant to Section 1 Para. 1a of the German Act on VAT. In the event that the competent Taxing Authorities, contrary to such expectations, take a different position, the Sellers shall be entitled to charge legally owed VAT to the Buyer in addition to the Purchase Price.
German VAT. The Parties are of the joint opinion that the sale of the German Tantalum Business is not a sale of a whole business (Geschäftsveräusserung im Ganzen) within the meaning of the German VAT Act (Umsatzsteuergesetz - UStG) and that therefore the Asset Purchase Price (as defined in Section 9.2 of this Agreement above) is subject to German value added tax (“German VAT”; Umsatzsteuer - USt). If the transfer of certain assets of the German Tantalum Business is or is deemed to be tax-exempt the Parties agree that Seller shall opt for VAT. German Purchaser shall therefore pay German VAT at the applicable rate in addition to the Asset Purchase Price against a proper invoice providing the German Purchaser with an imputation VAT credit (Vorsteuerabzug) pursuant to the UStG. In the event that the competent Tax Authority of the Seller qualifies the sale of assets hereunder as a sale of a whole business within the meaning of Section 1 para. 1a UStG, the Purchase Price shall be reduced by the amount of German VAT paid by the German Purchaser thereon, and the Seller is obliged to reimburse the German Purchaser for the amount of German VAT paid by the German Purchaser to the Seller, provided that the German Purchaser will return the original invoice to the Seller and revokes any imputation VAT deducted thereof.
