Common use of Value Added Taxes Clause in Contracts

Value Added Taxes. (a) Any consideration payable or to be borne under this Agreement is exclusive of any Value Added Taxes. (b) Any Value Added Taxes imposed with respect to the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement (including those opted into by Seller or its Affiliates or required by applicable Value Added Tax Law to be self-accounted for or otherwise reported by the Buyer) shall be borne solely by Buyer (regardless (c) Seller and Buyer undertake to use commercially reasonable efforts and to cooperate in good faith to determine before the Closing whether the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a non-VAT- able transfer of a going concern (“TOGC”) for Value Added Tax purposes in any jurisdiction. (d) To the extent Seller and Buyer do not agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, Section 5.4(a) and Section 5.4(b) shall apply. To the extent (i) Seller and Buyer agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, and (ii) a Taxing Authority nevertheless determines (for example in the context of an audit) that such transfer of Transferred Assets or other transaction contemplated under or in connection with this Agreement does not constitute a TOGC (including, for the avoidance of doubt, as a result of Buyer’s or Seller’s action or inaction with respect to the application of such TOGC relief) and Value Added Tax is chargeable, Section 5.4(a) and Section 5.4(b) shall then apply with respect to such Value Added Tax and Buyer shall indemnify, defend and hold harmless the Seller Indemnitees for any Loss incurred or sustained by, or imposed upon, the Seller Indemnitees within five (5) days of the receipt of an invoice or claim, as applicable. (e) Each Party shall (and shall cause its relevant Affiliates to) prepare and file Value Added Tax Tax Returns for which such Party (or Party’s Affiliate) is the statutory Value Added Tax taxpayer, such Tax Returns to be consistent with this Section 5.4, unless otherwise required by applicable Law. The Parties shall reasonably cooperate in preparing Value Added Tax Tax Returns that relate to the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement.

Value Added Taxes. (ai) Any consideration payable Notwithstanding Section 17.4(b) or Section 17.7, value added Taxes imposed by the United Kingdom and South Africa and Tax Returns of or relating to the Purchased Subsidiaries and the Business with respect to such value added Taxes will be borne under governed by the provisions set forth in this Agreement is exclusive of any Value Added TaxesSection 17.4(c) and Schedule 17.4(c). (bii) Any Purchaser and Seller intend that the provisions of Section 49(1) VATA and Article 5 of the Value Added Taxes imposed with respect Tax (Special Provisions) Order 1995 shall apply to the transfer of the Transferred Business and Target Assets or any other transaction contemplated under or located in connection with the United Kingdom ("UK Business and Assets") pursuant to this Agreement. Seller and Purchaser will use their best efforts (and will cause their respective Affiliates to use their best efforts) to secure that pursuant to the said Section 49(1) VATA and Article 5, the sale of the U.K. Business and Assets pursuant to this Agreement is not treated as either a supply of goods or a supply of services for the purposes of value added tax imposed by the United Kingdom (including "U.K. VAT"). Purchaser warrants that either it or its applicable Affiliate is, or will immediately after the Closing become, a taxable person registered for the purposes of U.K. VAT and that it or its applicable Affiliate is buying for itself and as agent of the Purchaser the Business and Target Assets located in the United Kingdom ("UK Business and Assets") with the intention of carrying on the same kind of business as that carried on by the Seller or its applicable Affiliate in relation to the UK Business and Assets. Seller will procure that, as soon as possible after the Closing, Seller or its applicable Affiliates will deliver to Purchaser (or, at the direction of Purchaser, to Purchaser's applicable Affiliates) all the U.K. VAT records relating to the UK Business and Assets that are required under section 49(1)(b) VATA to be preserved by Purchaser or its applicable Affiliates in place of Seller or its applicable Affiliates, and that Seller will not make any request to HM Customs & Excise for those opted into records to be retained by Seller or any of its Affiliates Affiliates. Purchaser will preserve such U.K. VAT records for a period of not less than 6 years from the Closing (or such longer period as may be required by applicable Value Added Tax Law law). Upon being given reasonable notice by Seller, Purchaser will make (and will cause its applicable Affiliates to be self-accounted make) such U.K. VAT records available to the Seller for inspection or otherwise reported by photocopying. Prior to the BuyerClosing, Seller shall provide written notice to Purchaser in the event that it or any relevant associate of it (within the meaning of paragraph 3 schedule 10 VATA) shall be borne solely by Buyer (regardlesshas or will prior to Closing make any election under paragraph 2 of the said schedule in respect of any of the Target Assets located in the United Kingdom or in the event that any of the Target Assets located in the United Kingdom is a new or incomplete building or civil engineering work for the purpose of item 1(a) of group 1 schedule 9 VATA. (ciii) Seller and Buyer undertake to use commercially reasonable efforts and to cooperate in good faith to determine before In respect of the Closing whether treatment of value added tax imposed by South Africa ("SA VAT") as regards the transfer of the Transferred Business and Target Assets or any other transaction contemplated under or located in connection with South Africa, Purchaser and Seller agree that (1) the part of the Business carried on by Seller using the Target Assets located in South Africa (the "enterprise") is an enterprise capable of separate operation and is being sold as a going concern; (2) the aforesaid enterprise did constitute an income earning activity on the date hereof and will constitute an income earning activity on the Closing Date; (3) all of the assets necessary to carry on the enterprise are being disposed of by Seller to Purchaser in terms of this Agreement; (4) the sale of the enterprise contained within this Agreement constitutes a non-VAT- able transfer falls within the ambit of a going concern (“TOGC”section 11(l)(e) for of the Value Added Tax purposes Act, No. 89 of 1991 ("VAT Act"), and therefore SA VAT is payable th▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇%; (5) Seller will provide Purchaser with a tax invoice as contemplated by section 20(l) of the VAT Act and (6) each of Purchaser and Seller respectively warrant to the other that they or their relevant Affiliates (as applicable) are on the date hereof, and will be on the Closing Date, registered as vendors in any jurisdictionterms of the Value Added Tax Act, No. 89 of 1991. (div) To (1) Subject to Section 17.8(d), if, notwithstanding the extent provisions above, HM Customs and Excise determine that any U.K. VAT shall be payable on the sale of the UK Business and Assets hereunder (the "VAT Amount"), Purchaser or the relevant Business Purchaser, as the case may be, shall account and pay to Seller 50% of the VAT Amount on the date of the payment of such VAT Amount to HM Customs & Excise by Seller or, if later, within five Business Days after the date of delivery by Seller to Purchaser of a valid U.K. VAT invoice in an amount equal to the amount of such VAT Amount. Purchaser or the relevant Business Purchaser, as the case may be, shall account and Buyer do not agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, Section 5.4(a) and Section 5.4(b) shall apply. To the extent (i) pay to Seller and Buyer agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, and (ii) a Taxing Authority nevertheless determines (for example in the context of an audit) that such transfer of Transferred Assets or other transaction contemplated under or in connection with this Agreement does not constitute a TOGC (including, for the avoidance of doubt, as a result of Buyer’s or Seller’s action or inaction with respect to the application balance of such TOGC reliefVAT Amount in accordance with paragraph (2) and Value Added Tax is chargeable, Section 5.4(a) and Section 5.4(b) shall then apply with respect to such Value Added Tax and Buyer shall indemnify, defend and hold harmless the Seller Indemnitees for any Loss incurred or sustained by, or imposed upon, the Seller Indemnitees within five (5) days of the receipt of an invoice or claim, as applicablebelow. (e) Each Party shall (and shall cause its relevant Affiliates to) prepare and file Value Added Tax Tax Returns for which such Party (or Party’s Affiliate) is the statutory Value Added Tax taxpayer, such Tax Returns to be consistent with this Section 5.4, unless otherwise required by applicable Law. The Parties shall reasonably cooperate in preparing Value Added Tax Tax Returns that relate to the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement.

Value Added Taxes. (a) Any consideration All sums stated in this Agreement as being payable by Purchaser to the Transferring Subsidiaries or vice versa shall be deemed to be borne under this Agreement is exclusive of any Value Added TaxesVAT, which may be chargeable on the supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. (b) Any Value Added Taxes imposed The Transferring Subsidiaries and Purchaser shall use their commercially reasonable best efforts (which shall include, providing each other with respect such information or assistance as the other shall reasonably request) to ensure that the transfer of the Transferred Business and the Purchased Assets under this Agreement is treated under Article 5(8) of the Sixth Directive (where applicable) or any other transaction contemplated under applicable legislation made pursuant to, or derived from, such Article (such as Article 5 of the VAT (Special Provisions) Order 1995 in connection with this Agreement the United Kingdom) or such other legislation as is applicable in a country which is not a member state of the European Union as not being a supply of goods (including those opted into by Seller or its Affiliates or required by applicable Value Added Tax Law to be self-accounted a supply of services) for or otherwise reported by the Buyer) shall be borne solely by Buyer (regardlessVAT purposes. (c) Seller and Buyer undertake Purchaser shall agree whether or not to use commercially reasonable efforts and make an application to cooperate in good faith to determine before the Closing whether any relevant Tax authority for a confirmatory declaration that VAT is not chargeable on the transfer of the Transferred Business and/or the Purchased Assets or any other transaction contemplated under the relevant Ancillary Agreement. If the parties agree to make such an application, Seller shall procure the submission (as soon as possible following the aforementioned agreement) by the relevant Transferring Subsidiary to its relevant Tax authority of such an application. If, notwithstanding the commercially reasonable best efforts of the relevant Transferring Subsidiary, an amount of VAT is determined in writing by a Tax authority to be payable in respect thereof (or in connection with this Agreement constitutes respect of a non-VAT- able transfer of a going concern the Business or Purchased Assets for which an application is not made), then Seller shall notify Purchaser of that determination forthwith. For the avoidance of doubt, this subsection (“TOGC”c) for Value Added Tax purposes in any jurisdictionshall not affect the application of Subsection (e) below. (d) To Notwithstanding anything to the extent contrary contained in the Ancillary Agreements, if Purchaser disagrees with any determination of any Tax authority that VAT is chargeable, it may, within 5 business days of being so notified, give notice to Seller that it requires Seller to obtain a review by the relevant Tax authority of that determination and Buyer do the relevant Transferring Subsidiary shall forthwith request the Tax authority, to undertake that review; provided however that concurrent with notification of such disagreement to the relevant Transferring Subsidiary, Purchaser shall furnish such Transferring Subsidiary with an opinion of independent legal counsel of national repute in the relevant member state of the European Union or Norway (as applicable) in support of Purchaser's contention that VAT is not agree that a transfer so chargeable. Notwithstanding receipt of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGCsuch opinion of independent legal counsel, Section 5.4(a) and Section 5.4(b) shall apply. To the extent (i) Seller and Buyer agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGCmay nonetheless invoice Purchaser for VAT, and (ii) a Taxing Authority nevertheless determines Purchaser shall promptly pay such amount (for example subsequent reimbursement if recovered by the relevant Transferring Subsidiary). Upon the relevant Transferring Subsidiary being advised by the relevant Tax authority of the decision arising out of that review, Seller shall forthwith notify Purchaser thereof. If Purchaser disagrees with that decision, it may give notice to Seller to make an appeal against the decision of the relevant Tax authority (an "Appeal") in the context of a manner as Purchaser shall reasonably request or Purchaser may itself make an audit) that Appeal as it shall consider appropriate with such transfer of Transferred Assets or other transaction contemplated under or in connection with this Agreement does not constitute a TOGC (including, for the avoidance of doubt, assistance from Seller as Purchaser shall reasonably request. If as a result of Buyer’s or Seller’s action or inaction with respect the Appeal an amount of VAT is still deemed chargeable and has not yet been paid by the Purchaser, then Purchaser shall forthwith pay over to the application relevant Transferring Subsidiary the amount of such TOGC reliefVAT chargeable in accordance with paragraph (e) below, together with any interest, penalties and Value Added Tax is chargeable, Section 5.4(a) and Section 5.4(b) shall then apply with respect to such Value Added Tax and Buyer shall indemnify, defend and hold harmless the Seller Indemnitees for any Loss incurred or sustained by, or imposed upon, the Seller Indemnitees within five (5) days of the fines payable in relation thereto upon receipt of an invoice or claim, as applicablea valid VAT invoice. (e) Each Where, pursuant to the terms of this Agreement, one party (the "Supplying Party") makes a supply to the other (the "Paying Party") for VAT purposes, and (notwithstanding subsection (b) above) VAT is or becomes properly chargeable on such supply, the Paying Party shall within two (2) days prior to the date on which the Supplying Party is obliged to account for such sum to the relevant Tax authority, pay to the Supplying Party (in addition to any other consideration for such supply) a sum equal to the amount of such VAT (and shall cause its relevant Affiliates tothe Supplying Party will at the time of such payment provide the Paying Party with a valid tax invoice in respect of such supply from the Supplying Party.) (f) prepare and file Value Added Tax Tax Returns for which such Party (or Party’s Affiliate) is the statutory Value Added Tax taxpayer, such Tax Returns to be consistent with In this Section 5.4, unless otherwise required by applicable Law. The Parties shall reasonably cooperate in preparing Value Added Tax Tax Returns that relate to the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement.12.6:

Value Added Taxes. (a) Any consideration payable or to be borne under All sums stated in this Agreement is as being payable by the New Foreign Subsidiaries to the Foreign Subsidiaries or vice versa are exclusive of any Value Added TaxesTax ("VAT"), which shall be charged in addition, if applicable. (b) Any Value Added Taxes imposed Parent shall cause the Foreign Subsidiaries and Holdings shall cause the New Foreign Subsidiaries to use their respective reasonable efforts (which shall include, without limitation, providing each other with respect such information or assistance as the other shall reasonably request) to procure that the transfer of the Business and the Transferred Assets under this Agreement is treated under Article 5(8) of the Sixth Directive (where applicable) or any other transaction contemplated under applicable legislation made pursuant to, or derived from, such Article (such as Article 5 of the VAT (Special Provisions) Order 1995 in connection with this Agreement the United Kingdom) or such other legislation as is applicable in a country which is not a member state of the European Union as not being a supply of goods (including those opted into by Seller or its Affiliates or required by applicable Value Added Tax Law to be self-accounted a supply of services) for or otherwise reported by the Buyer) shall be borne solely by Buyer (regardlessVAT purposes. (c) Seller Parent and Buyer undertake Holdings shall agree whether or not to use commercially reasonable efforts and make an application to cooperate in good faith to determine before the Closing whether any relevant Tax authority for a confirmatory declaration that VAT is not chargeable on the transfer of the Business and/or the Transferred Assets or any other transaction contemplated under the relevant Ancillary Agreement. If the parties agree to make such an application, Parent shall procure the submission (as soon as possible following the aforementioned agreement) by the relevant Foreign Subsidiary to its relevant Tax authority of such an application. If, notwithstanding the reasonable efforts of Parent and the relevant Foreign Subsidiary (in these paragraphs (c) and (d), together "Parent"), an amount of VAT is deemed by a Tax authority to be payable in respect thereof (or in connection with this Agreement constitutes respect of a non-VAT- able transfer of a going concern the Business or Transferred Assets for which an application is not made), then Parent shall notify Holdings and the relevant New Foreign Subsidiary (“TOGC”in these paragraphs (c) for Value Added Tax purposes and (d), together "Holdings") of that determination forthwith. The relevant New Foreign Subsidiary shall (unless it exercises its rights under paragraph (d) below) pay over to the relevant Foreign Subsidiary the amount of VAT chargeable in any jurisdictionaccordance with paragraph (e) below. (d) To Notwithstanding paragraph (e) below, if Holdings disagrees with any determination of any Tax authority that VAT is chargeable, it may, within 5 business days of being so notified, give notice to Parent that it requires Parent to obtain a review by the extent Seller relevant Tax authority of that determination and Buyer do Parent shall cause the relevant Foreign Subsidiary to forthwith request the Tax authority to undertake that review. Upon the relevant Foreign Subsidiary being advised by the relevant Tax authority of the decision arising out of that review, Parent shall forthwith notify Holdings thereof. If Holdings disagrees with that decision, provided that it furnishes Parent with an opinion of independent legal counsel in support of its contention that VAT is not agree that so chargeable, it may give notice to Parent to make an appeal against the decision of the relevant Tax authority (an "Appeal") in a transfer of Transferred Assets manner as Holdings shall reasonably request or any other transaction contemplated under Holdings or in connection the relevant New Subsidiary may itself make an Appeal as it shall consider appropriate with this Agreement constitutes a TOGCsuch assistance from Parent as Holdings shall reasonably request, Section 5.4(a) and Section 5.4(b) shall applyall at Holdings' expense. To If, following the extent (i) Seller and Buyer agree that a transfer of Transferred Assets Appeal, or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, and (ii) a Taxing Authority nevertheless determines (for example in the context of an audit) that such transfer of Transferred Assets or other transaction contemplated under or in connection with this Agreement does not constitute a TOGC (including, for the avoidance of doubt, as a result of Buyer’s or Seller’s action or inaction with respect no Appeal being made, an amount of VAT is payable, then the relevant New Foreign Subsidiary shall forthwith pay over to the application relevant Foreign Subsidiary the amount of such TOGC reliefVAT chargeable in accordance with paragraph (e) below, together with any interest, penalties and Value Added Tax is chargeable, Section 5.4(a) and Section 5.4(b) shall then apply with respect to such Value Added Tax and Buyer shall indemnify, defend and hold harmless the Seller Indemnitees for any Loss incurred or sustained by, or imposed upon, the Seller Indemnitees within five (5) days of the receipt of an invoice or claim, as applicablefines payable in relation thereto. (e) Each Where, pursuant to the terms of this Agreement, one party (the "Supplying Party") makes a supply to the other (the "Paying Party") for VAT purposes, and (notwithstanding paragraph (b) above) VAT is properly chargeable in respect of such supply, the Paying Party shall (and shall cause its within 2 days prior to the date on which the Supplying Party is obliged to pay such sum to the relevant Affiliates to) prepare and file Value Added Tax Tax Returns for which such authority, pay to the Supplying Party (in addition to any other consideration for such supply) a sum equal to the amount of such VAT subject to the receipt by the Paying Party of a valid tax invoice in respect of such supply from the Supplying Party. (f) If after one year following the Closing or Party’s Affiliate) any Foreign Closing, a trade account receivable or note receivable which is the statutory Value Added Tax taxpayer, such Tax Returns a Transferred Asset proves to be consistent uncollectible, provided VAT bad debt relief is available in the applicable jurisdiction, Parent hereby agrees to cause the relevant Foreign Subsidiary or an Affiliate thereof to acquire such trade account receivable or note receivable from the applicable New Foreign Subsidiary, in exchange for a payment from such Foreign Subsidiary or Affiliate in an amount equal to fifty percent (50%) of the amount of VAT recovered by the relevant Foreign Subsidiary or Affiliate with respect thereto in cash or by credit against future output tax liability of such Foreign Subsidiary or Affiliate. Any payment due by a Foreign Subsidiary or Affiliate under this Section 5.410.8(f) shall be made either within 30 days after recovery of such amount from the relevant taxing authority in cash or, unless otherwise required by applicable Law. The Parties shall reasonably cooperate in preparing Value Added Tax Tax Returns if relevant, within 30 days after the date that relate such Foreign Subsidiary or Affiliate would have been liable to make a payment of VAT to the transfer of relevant taxing authority but for the Transferred Assets or any other transaction contemplated under or in connection with credit referred to above. (g) In this Agreement.:

Value Added Taxes. (a) Any consideration payable or to be borne under this Agreement is exclusive of any Value Added Taxes. (b) Any Value Added Taxes imposed with respect to the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement (including those opted into by Seller or its Affiliates or required by applicable Value Added Tax Law to be self-accounted for or otherwise reported by the Buyer) shall be borne solely by Buyer (regardlessregardless of on which entity such Value Added Tax is imposed) and, if such Taxes are not paid directly by Buyer to the applicable Taxing Authority, paid promptly to Seller (or its relevant Affiliates) in addition to any consideration under or in connection with this Agreement. Seller (or its relevant Affiliates) shall deliver to Buyer an invoice where applicable. (c) Seller and Buyer undertake to use commercially reasonable efforts and to cooperate in good faith to determine before the Closing whether the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a non-VAT- able transfer of a going concern (“TOGC”) for Value Added Tax purposes in any jurisdiction. (d) To the extent Seller and Buyer do not agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, Section 5.4(a) and Section 5.4(b) shall apply. To the extent (i) Seller and Buyer agree that a transfer of Transferred Assets or any other transaction contemplated under or in connection with this Agreement constitutes a TOGC, and (ii) a Taxing Authority nevertheless determines (for example in the context of an audit) that such transfer of Transferred Assets or other transaction contemplated under or in connection with this Agreement does not constitute a TOGC (including, for the avoidance of doubt, as a result of Buyer’s or Seller’s action or inaction with respect to the application of such TOGC relief) and Value Added Tax is chargeable, Section 5.4(a) and Section 5.4(b) shall then apply with respect to such Value Added Tax and Buyer shall indemnify, defend and hold harmless the Seller Indemnitees for any Loss incurred or sustained by, or imposed upon, the Seller Indemnitees within five (5) days of the receipt of an invoice or claim, as applicable. (e) Each Party shall (and shall cause its relevant Affiliates to) prepare and file Value Added Tax Tax Returns for which such Party (or Party’s Affiliate) is the statutory Value Added Tax taxpayer, such Tax Returns to be consistent with this Section 5.4, unless otherwise required by applicable Law. The Parties shall reasonably cooperate in preparing Value Added Tax Tax Returns that relate to the transfer of the Transferred Assets or any other transaction contemplated under or in connection with this Agreement.