definiens: means the VAT charged by Seller or any of Seller ’s Affiliates to Buyer and/or itsAffiliates, which is not refundable, deductable or creditable . However, for purposes of this Agreement, does not include:(a ) Non - Recoverable VAT arising from Buyer or any of its Affiliates not meeting a material or formal requirement, such as, but not limited to, submitting timely or valid refund requests or VAT registration application;(b ) Non - Recoverable VAT arising as a result of a different use of the Transferred Assets by Buyer or any of itsAffiliates from the prior use of the Transferred Assets by Seller and/or Selling Affiliates, such as, but not limited to, revisionVAT;(c ) Penalties and interest relating to any Non - Recoverable VAT ; or(d ) Any VAT that can not immediately, or within due time, be refunded, deducted, credited or recovered in any otherway, as a result of, for example, an applicable VAT credit - system ( a VAT credit - system is a VAT system that allows an inputVAT credit to the tax payer involved, to the extent output VAT arises as a result of economic activities of the tax payerinvolved )