Going Concern - EU Member States Sample Clauses

Going Concern - EU Member States. 2.1 The Sellers and the Purchaser shall use reasonable endeavours (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Tax Authority or entering into a written agreement) to secure that, to the extent reasonably possible, the sale of all or any part of the Target Group Businesses, so far as carried on in the European Union, is treated as neither a supply of goods nor a supply of services for the purposes of the laws governing VAT in each relevant member state.
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Going Concern - EU Member States. 2.1 Each Relevant Seller and each Relevant Purchaser shall use all reasonable endeavours (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Tax Authority or entering into a written agreement) to secure that the sale of the Group Businesses so far as carried on in the EU is treated as neither a supply of goods nor a supply of services for the purposes of the laws governing VAT in the relevant member state. Each Relevant Purchaser warrants that it is or will become at Closing a taxable person for VAT purposes in the relevant member state and agrees that it will use the assets acquired in carrying on immediately after the Closing the same kind of business, whether or not as part of its existing business, as the Relevant Seller.
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Going Concern - EU Member States. The Seller and its Affiliates shall have the right, but not the obligation, to seek a ruling from the relevant Taxing Authority as to whether the sale of the Transferred Assets so far as carried on in the relevant member state should be treated as neither a supply of goods nor a supply of services for VAT purposes in that member state and to charge (or not to charge) VAT to the Purchaser in accordance with that ruling. The Seller and its Affiliates shall not be obliged to challenge that ruling. If the Purchaser wishes to challenge any ruling it may do so at its own cost, but any such challenge shall be without prejudice to the Purchaser’s obligations under Section 7.11(a) above.
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Going Concern - EU Member States. (a) Subject to Paragraph 4, Seller’s Group shall and Purchaser’s Group shall use all reasonable efforts (including, for the avoidance of doubt, but subject to Paragraph 2(c), the making of an election and/or application in respect of VAT to any relevant Tax Authority) to secure that the sale of the Businesses so far as carried on in the EU is treated as neither a supply of goods nor a supply of services for the purposes of the Law governing VAT in the relevant member state. Purchaser shall procure that each Business Purchaser is at the Closing a taxable person for VAT purposes in the relevant member state and agrees that the relevant Business Purchaser intends to use the assets acquired in carrying on the same kind of business, whether or not as part of its existing business, as the relevant Business Seller.
Sample 1
Going Concern - EU Member States. 2.1 Subject to Paragraph 4, Seller shall (and shall procure that the relevant member(s) of Seller’s Group shall) and Purchaser shall (and shall procure that the relevant member(s) of Purchaser’s Group shall) use all reasonable endeavours (including, for the avoidance of doubt, the making of an election or application in respect of VAT to any Tax Authority or entering into a written agreement) to secure that the sale of the Businesses so far as carried on in the EU is treated as neither a supply of goods nor a supply of services for the purposes of the Laws governing VAT in the relevant member state. Purchaser warrants that it and each Business Purchaser is or will become, to the extent reasonably necessary, at the Closing a taxable person for VAT purposes in the relevant member state and agrees that the relevant Business Purchaser will use the assets acquired in carrying on the same kind of business, whether or not as part of its existing business, as the relevant Business Seller.
Sample 1

Related to Going Concern - EU Member States

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