VAT Registration. With respect to the UK Subsidiary: (a) the UK Subsidiary is registered for the purpose of VAT and has delivered a copy of its certificate of registration for VAT purposes to Buyer, (b) neither the UK Subsidiary nor a relevant associate (as defined in paragraph 3(7) of Schedule 10 to the Value Added Tax ▇▇▇ ▇▇▇▇ (“VATA”)) of the UK Subsidiary has made a valid and effective election under paragraph 2 of Schedule 10 to the VATA to waive the exemption from VAT in relation to the UK Assets listed in Schedule 2.1 of the Seller Disclosure Schedule (the “Elected Assets”) and (c) the assets of the UK Subsidiary are not capital assets as defined by paragraph 113 of the Value Added Tax Regulations 1995.
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Sources: Asset Purchase Agreement (Mamma Com Inc), Asset Purchase Agreement (Mamma Com Inc)