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

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.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
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 or accrued 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 ten (10) days of receipt, the entire amount of the refund or overpayment (including interest), net of any Tax 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 DuPont within ten (10) 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 possible and to furnish to DuPont all 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 Business Companies for any Straddle Period shall be equitably apportioned between DuPont 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.
Sample 1
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 account of Buyer. Buyer agrees to notify Parents within 15 days following the receipt of any such refund or actual utilization of any such overpayment.
Sample 1
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 (a) Buyer agrees to notify DuPont within ten (10) days after the discovery of a right to claim any such refund or overpayment. Buyer agrees to make any reasonable claim for refund or to reasonably utilize any such overpayment as soon as possible and to furnish to DuPont all information, records and assistance necessary to verify the amount of the refund or overpayment.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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
Sample 1

Related to Buyer’s Claiming, Receiving or Using of Refunds and Overpayments

  • Refunds and Overpayments A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or (ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice – to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement.

  • Our Right to Make Payments and Recover Overpayments If payments which should have been made by us according to this provision have actually been made by another organization, we have the right to pay those organizations the amounts we decide are necessary to satisfy the rules of this provision. These amounts are considered benefits provided under this plan and we will not have to pay those amounts again. If we make payments for allowable expenses, which are more than the maximum amount needed to satisfy the conditions of this provision, we have the right to recover the excess amounts from: • the person to or for whom the payments were made; • any other insurers; and/or • any other organizations (as we decide). As the subscriber, you agree to pay back any excess amount paid, provide information and assistance, or do whatever is necessary to aid in the recovery of this excess amount. The amount of payments made includes the reasonable cash value of any

  • Repayment of Overpayments a. If, at any time, Good Shepherd identifies any Overpayment, Good Shepherd shall repay the Overpayment to the appropriate payor (e.g., Medicare contractor) within 60 days after identification of the Overpayment and take remedial steps within 90 days after identification (or such additional time as may be agreed to by the payor) to correct the problem, including preventing the underlying problem and the Overpayment from recurring. If not yet quantified, within 60 days after identification, Good Shepherd shall notify the payor of its efforts to quantify the Overpayment amount along with a schedule of when such work is expected to be completed. Notification and repayment to the payor shall be done in accordance with the payor’s policies. b. Notwithstanding the above, notification and repayment of any Overpayment amount that routinely is reconciled or adjusted pursuant to policies and procedures established by the payor should be handled in accordance with such policies and procedures.

  • Salary Overpayment Recovery A. When the Employer has determined that an employee has been overpaid wages, the Employer will provide written notice, via certified mail, to the employee that will include the following items: 1. The amount of the overpayment; 2. The basis for the claim; and 3. The rights of the employee under the terms of this Agreement.

  • Repayment of Identified Overpayments Progenity shall repay within 60 days the Overpayment(s) identified by the IRO in the Claims Review Sample, in accordance with the requirements of 42 U.S.C. § 1320a-7k(d) and any applicable regulations or Centers for Medicare and Medicaid Services (CMS) guidance (the “CMS overpayment rule”). If Progenity determines that the CMS overpayment rule requires that an extrapolated Overpayment be repaid, Progenity shall repay that amount at the mean point estimate as calculated by the IRO. Progenity shall make available to OIG all documentation that reflects the refund of the Overpayment(s) to the payor. OIG, in its sole discretion, may refer the findings of the Claims Review Sample (and any related work papers) received from Progenity to the appropriate Medicare or state Medicaid program contractor for appropriate follow up by the payor.

  • Overpayments Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty (30) calendar days after notice to Contractor.

  • Overpayments and Underpayments As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which will have not been made by HUBCO could have been made ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

  • Refunds and Tax Benefits (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.

  • Overpayment Provider shall be liable to the GLO for any costs disallowed pursuant to financial and/or compliance audit(s) of funds received under this Contract. Provider shall reimburse such disallowed costs from funds other than those that Provider received under this Contract. Provider must refund disallowed costs and overpayments of funds received under this Contract to the GLO within 30 days after the GLO issues notice of overpayment to Provider.

  • Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party. 11.3.2 To the extent permitted by applicable law, any such taxes and/or fees shall be shown as separate items on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed. 11.3.3 If the purchasing Party determines that in its opinion any such taxes or fees are not payable, the providing Party shall not xxxx such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be payable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority. 11.3.4 In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. 11.3.5 If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon. 11.3.6 Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee. 11.3.7 Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; such notice to be provided, if possible, at least ten (10) days prior to the date by which a response, protest or other appeal must be filed, but in no event later than thirty (30) days after receipt of such assessment, proposed assessment or claim.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!