VAT Registration. (a) Before the Transfer Time, the Purchaser and the Seller shall discuss in good faith (i) whether or not an application can be made under regulation 6(1) of the VAT Regulations (SI 1995/2518) for the VAT registration of the Seller to be transferred to the Purchaser, and (ii) if such an application is made, how the membership of the VAT group of which the Seller is a member prior to Completion should be adjusted accordingly. (b) If the Purchaser and the Seller agree: (i) to make such an application, they shall comply with any procedural formalities necessary to ensure such an application, and any consequential changes to the membership of the VAT group, is successful and this clause 16 shall apply with necessary modifications to reflect such application. (ii) not to make such an application, the Purchaser and the Seller agree that any Subsidiaries that are Equity Interests (other than the Excluded Investment) that are members of the VAT group prior to Completion shall be removed from the VAT group effective as at Completion, and that they shall comply with any procedural formalities necessary to ensure such removal is successful, and this clause 16 shall apply with necessary modifications to reflect any such removal application.
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Sources: Sale and Purchase Agreement, Sale and Purchase Agreement