VAT TOGC clause—asset purchase agreement—buyer and seller wording
VAT TOGC clause—asset purchase agreement—buyer and seller wording

The following Tax guidance note provides comprehensive and up to date legal information covering:

  • VAT TOGC clause—asset purchase agreement—buyer and seller wording

  1. 1

    VAT

    1. 1.1

      Unless otherwise stated in this Agreement:

      1. 1.1.1

        all references in this Agreement to the Consideration and any other amounts payable or to be borne by one or more Parties shall be exclusive of any amount in respect of VAT. Accordingly the payer of such amount shall, in addition to the amount referred to in this Agreement, pay an amount in respect of VAT (where applicable):

        1. (a)

          in accordance with the remaining provisions of this clause 1 (VAT); or

        2. (b)

          if the amount in question is not the Consideration, within [ten] days of the receipt of a valid VAT invoice;

      2. 1.1.2

        any undertaking in this Agreement to indemnify a person against or reimburse a person for any liability, loss, damage, cost, charge or expense includes an undertaking to pay any amount in respect of VAT which the indemnified or reimbursed person:

        1. (a)

          has incurred in respect of that liability, cost, charge or expense; and

        2. (b)

          certifies is not recoverable by it by repayment or credit or otherwise (such certificate to be conclusive in the absence of manifest error); and

      3. 1.1.3

        any reference in this Agreement to a liability, loss, damage, cost, charge or expense