SEC Filings

AECOM filed this Form 8-K on 03/14/2018
Entire Document


the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid.  This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.


(g)           Australian GST. Except where the context suggests otherwise, terms used in this paragraph (g) have the meaning given to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended from time to time). All payments (including the provision of any non-monetary consideration) to be made by a Loan Party under or in connection with any Loan Document (other than under this paragraph (g)) are exclusive of GST.


(i)            If all or part of that payment is the consideration for a taxable supply made by a Recipient for GST purposes then, when the Loan Party makes the payment:


(A)          it must pay to the Recipient an additional amount equal to that payment (or part) multiplied by the appropriate rate of GST (as at the date of this Agreement, 10%) (a “GST Amount”);


(B)          the GST Amount is to be paid at the same time as the other consideration is to be first provided for that taxable supply; and


(C)          as a precondition to the payment of the GST Amount under this paragraph (g), the Recipient will provide to the Loan Party a tax invoice complying with the relevant law.


(ii)           Where the amount of GST charged on a taxable supply made under or in connection with a Loan Document differs from the amount shown on the tax invoice issued by the Recipient, the Recipient will issue a credit note or debit note (as applicable) and the parties will make such payment between them as necessary to reflect the adjustment to the amount of GST charged.


(iii)          Where under any Loan Document a Loan Party is required to reimburse or indemnify for an amount, that Loan Party will pay the relevant amount (including any sum in respect of GST) less any GST input tax credit to which the relevant Recipient is entitled to claim in respect of that amount.