Buyer’s Claiming, Receiving or Using of Refunds and Overpayments Sample Clauses

Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If Buyer or any of its Affiliates (A) receives any refund of Tax, or (B) utilizes the benefit of any overpayment of Taxes which, in each case (A) and (B), (x) relates to Taxes paid by APD or any of its Subsidiaries with respect to a Pre-Closing Tax Period, or portion thereof, ending on or before the Closing Date, or (y) is the subject of indemnification by APD pursuant to this Agreement, Buyer shall transfer, or cause to be transferred, to APD, within thirty (30) days of receipt, the entire amount of the refund or overpayment (including interest), net of any Tax and other costs imposed on or payable by Buyer or any of its Affiliates with respect thereto (including with respect to any interest on such refund or overpayment), received or utilized by Buyer or any of its Affiliates. Buyer agrees to notify APD within thirty (30) days after the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or utilization of any such overpayment. Buyer agrees to claim any such refund or to utilize any such overpayment as soon as practicable and to furnish to APD all reasonably requested information, records and assistance necessary to verify the amount of the refund or overpayment. The amount of economic benefit of any refunds, credits or offsets of Taxes of the Transferred PMD Companies for any Straddle Period shall be equitably apportioned between APD and Buyer on a “closing of the books” basis, except with respect to items calculated on an annual or per diem basis, in which case apportionment shall be on a pro rata basis.
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing Date, Buyer or any of its Affiliates (including any of the Transferred Entities) receives any refund or applies, as a credit against a payment of Tax, any overpayment of Taxes which, in each case, relates to a Tax that (i) has been paid by Seller or any of its Affiliates or (ii) has been the subject of an indemnification payment made by Seller under this Agreement and which can be identified by Seller as not collected in a Refund Intercompany Loan, Buyer shall, in accordance with this Section 6.5(j), promptly cause to be transferred to Seller the entire amount of such refund or benefit, in each case, net of any Tax cost or detriment suffered by Buyer or any of its Affiliates (including any of the Transferred Entities) (by way of increased Taxes, decreased deductions or otherwise) in respect of such receipt or use. Notwithstanding anything in this Section 6.5(j) to the contrary, Seller shall not be entitled to any payment for any refund received by Buyer or any of its Affiliates (including any of the Transferred Entities) or any benefit of any overpayment of Taxes that Buyer or any of its Affiliates (including any of the Transferred Entities) is entitled to use to the extent that the assets constituting the overpayment of Taxes by Seller or any of its Affiliates are included in the amount of Closing Actual Capital that is used to meet the Closing Regulatory Capital Requirement or is included in the computation of Closing Net Working Capital.
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing Date, (a) Buyer or any of its Affiliates receives any refund or utilizes the benefit of any overpayment or prepayment of Taxes which, in each case, relate to (i) a Tax paid by Seller or any of its Affiliates, (ii) a Tax that has been the subject of an indemnification payment made by Seller under this Agreement or (iii) Taxes taken into account in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement, or (b) Taxes taken into account in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement exceeds the amount actually owed to the relevant Government Entity, Buyer shall promptly transfer, or cause to be transferred, to Seller the entire amount of such refund or benefit net of any Tax cost or detriment suffered by Buyer of any of its Affiliates (by way of increased Taxes, decreased deductions, or otherwise) in respect of such receipt; provided, however, that Buyer’s obligation under this Section 6.5(j) shall be limited to the amount of the (x) Tax paid by Seller or any of its Affiliates, (y) original related indemnification payment or (z) Indirect Tax so taken into account, in each case net of any such Tax cost or detriment.
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the STP Acquisition Closing Date, Buyer or any Company (i) receives any refund or (ii) actually utilizes the benefit of any overpayment of Taxes which, in each case (i) and (ii), (A) relates to Taxes paid by Parents or any Company with respect to a taxable period, or portion thereof, ending on or before the STP Acquisition Closing Date, or (B) is the subject of indemnification by Parents under this Agreement, Buyer shall promptly transfer, or cause to be transferred, to Parents the entire amount of the refund or overpayment (including interest, if any, received from the Taxing Authority with respect to such refund) received or actually utilized by Buyer or any Company (net of any tax thereon), provided, however, that any refund or tax benefit related to the carryback of any Tax Item of any Company from a taxable period beginning after the STP Acquisition Closing Date to a taxable period ending on or before the STP Acquisition Closing Date to the extent permitted by Section 6.6(h) shall be for the
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing, Buyer or its Affiliates (A) receive any refund, or (B) utilize the benefit of any overpayment, of Taxes which were paid by Seller or any of its Affiliates (as determined at the time such Taxes were paid), Buyer shall promptly transfer, or cause to be transferred, to Seller the entire amount of the refund or overpayment (including interest) received or utilized as a credit by Buyer or its Affiliates. Buyer agrees to notify Seller promptly of both the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or utilization as a credit of any such overpayment. Buyer agrees to claim any such refund or to utilize as a credit any such overpayment and to furnish to Seller all information, records and assistance necessary to verify the amount of the refund or overpayment.
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If Buyer or any of its Affiliates (i) receives any refund of Tax or (ii) utilizes the benefit of any overpayment of Taxes which, in each case, either (x) relates to Taxes paid by DuPont or any of its Subsidiaries with respect to a Pre-Closing Tax Period, or portion thereof, ending on or before the Closing Date or (y) is the subject of indemnification by DuPont pursuant to this Agreement, Buyer shall transfer, or cause to be transferred, to DuPont, within thirty (30) days of receipt, the entire amount of the refund or overpayment (including interest paid by the Tax Authority net of any Tax imposed on Buyer with respect to such interest), net of any Tax payable by Buyer or any 210
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing, Buyer or any of its Affiliates (including any Transferred Subsidiary) (A) receives any refund arising from or relating to any Tax paid by Seller or any of its Affiliates or which is the subject of indemnification by Seller hereunder, or (B) utilizes the benefit of any overpayment or prepayment of Taxes which, in each case, arose from or relates to a Tax paid by Seller or any of its Affiliates or which is the subject of indemnification by Seller hereunder, Buyer shall promptly transfer, or cause to be transferred, to Seller the entire amount of the refund, overpayment, or prepayment (including interest) received or utilized by Buyer or its Affiliates (including any Transferred Subsidiary) after deducting any Tax cost actually realized, or other out of pocket cost or expense attributable incurred in the utilization of such refund, overpayment or prepayment (including interest). Buyer agrees to notify Seller promptly of both the discovery of a right to claim any such refund, overpayment or prepayment and the receipt of any such refund or utilization of any such overpayment or prepayment. Buyer agrees to claim any such refund or to utilize any such overpayment or prepayment as soon as possible, and to furnish to Seller all information, records and assistance necessary to verify the amount so claimed or utilized and the amount due from Buyer under this section.
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. As soon as possible following the end of the taxable year that began on January 1, 2010 for the U.S. federal consolidated group of which Xxxxxxx is the parent (the “Xxxxxxx Group”), and, to the extent permitted by applicable Law, in no event later than the later of (i) January 7, 2011 or (ii) the two (2) Business Days following the first date permitted by applicable Law, Buyer shall cause the Xxxxxxx Group to file IRS Form 4466 claiming a refund of all estimated Taxes paid in 2010 (and any forms for state Tax refunds that will permit the refund of state income estimated Taxes paid in 2010). No later than two (2) Business Days after the Company management has, in the ordinary course of business and consistent with past practice, determined the Estimated Tax Liability in respect of any Tax year for which a refund of such estimated Taxes has been received (or two (2) Business Days after the claim for such refund or application of such refund against other liabilities for Tax has been filed, if later), Buyer shall cause to be delivered to the Sellers a statement setting forth such Estimated Tax Liability, together with the calculation thereof and any other information related thereto as reasonably requested by Sellers, for Sellers’ review and written comment. In the event that Buyer and Sellers are unable to resolve any disagreements with respect to such Estimated Tax Liability within ten (10) Business Days after Sellers’ receipt, Buyer and the Sellers shall promptly submit such remaining disagreements to the Neutral Arbitrator for resolution. The decision of the Neutral Arbitrator shall be final and binding on the parties. All costs and expenses of the Neutral Arbitrator relating to such calculation shall be borne equally by Buyer, on the one hand, and the Sellers, on the other; provided, however, that if the Neutral Arbitrator determines that the position asserted by 57
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Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing, Buyer or its Affiliates (A) receive any actual cash refund, or (B) actually utilize the benefit of any overpayment or prepayment of Taxes which, in either of cases (A) and (B), relate to a Tax paid by Seller or any of its Affiliates, Buyer shall promptly transfer, or cause to be transferred, to Seller the entire amount of the cash Tax refund or benefit from the Tax overpayment or prepayment (including interest) actually received or utilized by Buyer or its Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such Tax refund or utilizing such Tax overpayment or prepayment; provided, however, that Seller will repay to Buyer or the applicable Affiliate of Buyer any amount received pursuant to this Section 5.2(g) in the event Buyer or any of its Affiliates is subsequently required to return such cash Tax refund or the amount of any benefit obtained from the usage of such Tax overpayment or prepayment to the applicable Governmental Entity. Buyer agrees to notify Seller promptly of the receipt of any such cash Tax refund or utilization of any such Tax overpayment or prepayment. Buyer agrees to claim any such Tax refund or to utilize any such Tax overpayment or prepayment as soon as possible and to furnish to Seller all information, records and assistance necessary to verify the amount of such refund or overpayment. (h)
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Related to Buyer’s Claiming, Receiving or Using of Refunds and Overpayments

  • Underpayments/Overpayments If a report of an independent public accounting firm submitted to the Parties in accordance with Section 4.3.6 shows any underpayment of royalties and other payments due under this Article IV, Nestlé will remit to the Company within [**] days after receipt of such report by Nestlé, (a) the amount of such underpayment plus interest, calculated from the date such underpayment should have been originally made to the Company and (b) if such underpayment exceeds [**] of the total amount owed to the Company for the Calendar Year then being audited, the reasonable fees and expenses of such independent public accounting firm performing the audit, subject to reasonable substantiation thereof. If such independent public accounting firm’s written report shows any overpayment of royalties or other payments due under this Article IV, Nestlé will receive a credit equal to such overpayment plus interest, calculated from the date such overpayment was originally made to the Company hereunder against the royalties and other payments due under this Article IV otherwise payable to the Company.

  • Overpayments If Assignor ever pays Assignee more than the amount of money then due and payable to Assignee under this Conveyance, Assignee shall not be obligated to return the overpayment, but Assignor may at any time thereafter deduct from Assignee Proceeds and retain for its own account an amount equal to the overpayment.

  • Books and Records; Certain Funds Received After the Cut-Off Date From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage (other than with respect to any Outside Serviced Mortgage Loan) and each Note shall be transferred to the Trustee subject to and in accordance with this Agreement. Any funds due after the Cut-Off Date in connection with a Mortgage Loan received by the Seller shall be held in trust on behalf of the Trustee (for the benefit of the Certificateholders) as the owner of such Mortgage Loan and shall be transferred promptly to the Certificate Administrator. All scheduled payments of principal and interest due on or before the Cut-Off Date but collected after the Cut-Off Date, and all recoveries and payments of principal and interest collected on or before the Cut-Off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-Off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller. The transfer of each Mortgage Loan shall be reflected on the Seller’s balance sheets and other financial statements as the sale of such Mortgage Loan by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. Following the transfer of the Mortgage Loans by the Seller to the Purchaser, the Seller shall not take any actions inconsistent with the ownership of the Mortgage Loans by the Purchaser and its assignees. The transfer of each Mortgage Loan shall be reflected on the Purchaser’s balance sheets and other financial statements as the purchase of such Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a set of records for each Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan by the Seller to the Purchaser pursuant to this Agreement. It is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Seller will receive the benefit of any securitization indemnification provisions in the Loan Documents.

  • Refunds and Tax Benefits Any Tax refunds that are received by any of the MGM Entities, and any amounts credited against Tax to which Purchaser or any of the MGM Entities becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derived) shall be for the account of Parent, and Purchaser shall pay over to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the MGM Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

  • Overpayment If, due to mistake or any other reason, the Employee receives benefits under this Agreement in excess of what this Agreement provides, the Employee shall repay the overpayment to the Company in a lump sum within thirty (30) days of notice of the amount of overpayment. If the Employee fails to so repay the overpayment, then without limiting any other remedies available to the Company, the Company may deduct the amount of the overpayment from any other benefits which become payable to the Employee under this Agreement or otherwise.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • On-Line Inquiry and Modification of Records In connection with the Fund’s use of the Electronic Services, Custodian may, at the Fund’s request, permit the Fund to enter data directly into a Custodian database for the purpose of modifying certain information maintained by Custodian’s systems, including, but not limited to, change of address information. To the extent that the Fund is granted such access, the Fund agrees to indemnify and hold Custodian harmless from all loss, liability, cost, damage and expense (including attorney’s fees and expenses) to which Custodian may be subjected or which may be incurred in connection with any claim which may arise out of or as a result of changes to Custodian database records initiated by the Fund.

  • Agent’s and Lenders’ Books and Records; Monthly Statements The Agent shall record the principal amount and currency of the Loans owing to each Lender, the maximum amount available to be drawn under and the currency of all applicable outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by the Agent or any Lender to make such notation shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of Credit. The Borrowers agree that the Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof (absent manifest error), irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Agent will provide to the Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on the Obligors and an account stated (absent manifest error and except for reversals and reapplications of payments made as provided for in Section 4.6 and corrections of errors discovered by the Agent), unless the Borrowers notify the Agent in writing to the contrary within 30 days after such statement is rendered. In the event a timely written notice of objections is given by the Borrowers, only the items to which exception is expressly made will be considered to be disputed by the Borrowers.

  • Refunds and Remittances After the Closing, if Ashland or any of its affiliates receive any refund or other amount which is a Transferred Asset or is otherwise properly due and owing to HoldCo or any of its affiliates in accordance with the terms of this Agreement, Ashland promptly shall remit, or shall cause to be remitted, such amount to HoldCo. After the Closing, if HoldCo or any of its affiliates receive any refund or other amount which is an Excluded Asset or is otherwise properly due and owing to Ashland or any of its affiliates in accordance with the terms of this Agreement, HoldCo promptly shall remit, or shall cause to be remitted, such amount to Ashland. After the Closing, if HoldCo or any of its affiliates receive any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which Ashland or any of its affiliates is responsible hereunder, and which amount is not a Transferred Asset, or is otherwise properly due and owing to Ashland or any of its affiliates in accordance with the terms of this Agreement, HoldCo promptly shall remit, or cause to be remitted, such amount to Ashland. After the Closing, if Ashland or any of its affiliates receive any refund or other amount which is related to claims (including workers’ compensation), litigation, insurance or other matters for which HoldCo or any of its affiliates is responsible hereunder, and which amount is not an Excluded Asset, or is otherwise properly due and owing to HoldCo or any of its affiliates in accordance with the terms of this Agreement, Ashland promptly shall remit, or cause to be remitted, such amount to HoldCo.

  • Refunds and Credits Any refunds and credits attributable to the Pre-Closing Tax Period shall be for the account of the Seller and any refunds and credits attributable to the period which is not part of the Pre-Closing Tax Period shall be for the account of the Buyer.

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