06Tax Refunds Sample Clauses

06Tax Refunds. Any Tax refunds (or credits in lieu thereof) of the Transferred Entities that are attributable to Pre-Closing Tax Periods and any Tax refunds that are refunds of Taxes that constitute Transferor Group Tax Liabilities shall be for the benefit of Transferor. To the extent Acquiror, any Transferred Entity or their Affiliates receive or obtain the benefit of any such refund or credit after the Closing, Acquiror shall pay the amount of such refund (or credit) to Transferor within twenty (20) Business Days of receipt thereof by Acquiror or its Affiliate (or, with respect to any applicable credit, within twenty (20) Business Days of the due date for filing the Tax Return for the taxable period in which such credit was generated), by wire transfer of immediately available funds to the account(s) designated by Transferor. Tax refunds and credits that are attributable to Straddle Periods shall be allocated in a manner consistent with the principles of Section 8.02(b), with any net overpayment of Tax as of the close of business on the Closing Date considered a Tax refund that is actually received by the applicable Transferred Entity on the date the Tax Return for the relevant Tax period is required to be filed (taking into account extensions obtained). The amounts payable to Transferor under this Section 8.06 shall be net of reasonable out of pocket costs and fees, expenses or Taxes incurred by Acquiror or its Affiliates (including the Transferred Entities) in connection with receiving the applicable refund.
Sample 1

Related to 06Tax Refunds

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • NOW, THEREFORE the parties hereto agree as follows:

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