EMPLOYEES OF ANY MEMBER OF THE OTHER PARTY'S GROUP WHOSE PROVINCE IT IS TO
KNOW THE SAME OR USE (OTHER THAN FOR THE BENEFIT OF THE OTHER PARTY) ANY
CONFIDENTIAL INFORMATION WHICH MAY BE WITHIN OR HAVE COME TO ITS KNOWLEDGE,
POSSESSION, CUSTODY OR CONTROL AND IT SHALL USE ITS REASONABLE ENDEAVOURS TO
PREVENT THE PUBLICATION, DISCLOSURE OR MISUSE OF ANY SUCH CONFIDENTIAL
INFORMATION.
8
VAT
8.1
ALL AMOUNTS EXPRESSED IN THIS AGREEMENT AS PAYABLE BY THE
PURCHASER ARE EXPRESSED EXCLUSIVE OF ANY VAT WHICH MAY BE CHARGEABLE THEREON.
8.2
THE PARTIES INTEND THAT THE BUSINESS SHALL BE TRANSFERRED AS A
GOING CONCERN WITH EFFECT FROM THE EFFECTIVE DATE AND THAT THE PROVISIONS OF
ARTICLE 5 OF THE VALUE ADDED TAX (SPECIAL PROVISIONS) ORDER 1995 WILL APPLY TO
THE TRANSFER AND THE SALE AND PURCHASE OF THE BUSINESS AND THE ASSETS.
8.3
THE PURCHASER WILL WITHIN 30 DAYS OF THE COMPLETION DATE GIVE
NOTICE OF SUCH TRANSFER TO THE APPROPRIATE OFFICE OF HM REVENUE AND CUSTOMS IN
ACCORDANCE WITH APPLICABLE REGULATIONS AND REQUIREMENTS.
8.4
THE PURCHASER WARRANTS TO (AND HEREBY NOTIFIES) THE VENDOR THAT:
8.4.1
AFTER THE COMPLETION DATE IT IS THE PURCHASER'S INTENTION THAT THE
BUSINESS WILL BE CARRIED ON BY IT AS A GOING CONCERN AND THAT THE ASSETS WILL BE
USED BY IT IN CARRYING ON THE BUSINESS OR THE SAME KIND OF BUSINESS WHETHER OR
NOT AS PART OF ANY EXISTING BUSINESS OF THE PURCHASER;
8.4.2
IT IS PROPERLY REGISTERED FOR THE PURPOSES OF VAT (AND THE
PURCHASER SHALL ON OR BEFORE COMPLETION PRODUCE EVIDENCE REASONABLY SATISFACTORY
TO THE VENDOR THAT IT IS SO REGISTERED OR HAS APPLIED FOR SUCH REGISTRATION);
8.4.3
IT HAS VALIDLY MADE AN ELECTION TO WAIVE EXEMPTION PURSUANT TO
SCHEDULE 10 PARAGRAPH 2 VATA 1994 IN RESPECT OF THE PROPERTIES AND SUCH ELECTION
HAS BEEN NOTIFIED IN WRITING TO H M REVENUE AND CUSTOMS, REMAINS EFFECTIVE AND
WILL NOT AFTER COMPLETION BE WITHDRAWN OR DISAPPLIED;
8.4.4
THE ELECTION REFERRED TO IN CLAUSE 8.4.3 WILL NOT BE REVOKED WITHIN
3 MONTHS OF ITS MAKING;
8.4.5
ARTICLE 5 PARAGRAPH (2B) OF THE VALUE ADDED TAX (SPECIAL
PROVISIONS) ORDER 1995/1268 DOES NOT APPLY TO THE PURCHASER; AND
8.4.6
THE PURCHASER WILL ACQUIRE AND HOLD THE ASSETS AS BENEFICIAL OWNER
AND NOT AS A NOMINEE OR TRUSTEE FOR OR IN A REPRESENTATIVE CAPACITY FOR ANY
OTHER PERSON.
8.5
THE PARTIES FURTHER INTEND THAT SECTION 49 VATA 1994 WILL APPLY TO
THE TRANSFER OF THE BUSINESS UNDER THIS AGREEMENT AND ACCORDINGLY:
8.5.1
ON COMPLETION, THE VENDOR SHALL RETAIN THE VAT RECORDS; AND
8.5.2
THE VENDOR SHALL MAKE A REQUEST TO HM REVENUE AND CUSTOMS FOR THE
VAT RECORDS TO BE PRESERVED BY THE VENDOR RATHER THAN THE PURCHASER.
8.6
IF, NOTWITHSTANDING CLAUSE 8.2, HM REVENUE AND CUSTOMS SHALL
DETERMINE THAT VAT IS CHARGEABLE IN RESPECT OF THE SUPPLY OF ALL OR ANY PART OF
THE BUSINESS OR THE ASSETS UNDER THIS AGREEMENT, THE VENDOR SHALL NOTIFY THE
PURCHASER OF THAT DETERMINATION WITHIN 10 BUSINESS DAYS OF ITS