Common use of Carryback Provisions Clause in Contracts

Carryback Provisions. Unless the parties otherwise agree in writing, the Alpha Parties and the Generico Parties shall elect and shall cause each of the Alpha Subsidiaries or Generico Subsidiaries to elect, where permitted by Applicable Laws, to carry forward any loss, credit or similar Tax attribute arising in a Post-Distribution Period, with respect to a Covered Group Return (“Tax Carryover Attribute”) that could, in the absence of such election, be carried back to a Pre-Distribution Period. Any refund or credit of Taxes resulting from the required carryback to a Covered Group Return of any Tax Carryover Attribute attributable to the Alpha Business arising in a Post-Distribution Period shall be for the account and benefit of New Alpha; provided, however, that Gholdco shall only be required to pay such amount to New Alpha at the time such amount is actually realized in cash, credit, refund or offset by the Generico Group after taking into account (i) all other Tax attributes of the Affiliated Group and (ii) any carryback of any Tax Carryover Attribute attributable to the Generico Business. Any refund, credit or offset of Taxes resulting from the carryback of any Tax Carryover Attribute attributable to the Generico Business arising in a Post-Distribution Period shall be for the account and benefit of Gholdco. If a member of the Alpha Group recognizes a Tax Carryover Attribute that, under Applicable Laws, must be carried back to a Pre-Distribution Period during which Alpha or any Alpha Subsidiary joined in filing a Tax Return on a consolidated, combined, or unitary basis with one or more of Gholdco, Generico or any Gholdco Subsidiary, Gholdco shall, at the expense of New Alpha, file appropriate refund claims within a reasonable period after being requested by New Alpha to do so, unless such filing shall materially adversely affect the liability or any attributes of the Generico Parties or any of their Affiliates under this Agreement (including the ability of any member of the Generico Group to carry back a Tax attribute), in which case such filing shall be subject to Gholdco’s prior written consent (such consent not to be unreasonably withheld). If a refund claim for which the Alpha Parties have received payment from the Generico Parties is subsequently disallowed by the relevant Governmental Entity, the Alpha Parties shall promptly return such payment to the Generico Parties together with any interest, penalties and additions to Tax resulting from such disallowance.

Carryback Provisions. Unless the parties otherwise agree in writing, the Alpha Parties and the Generico Parties Corn shall elect and shall cause each be entitled to any refund for any Tax obtained by CPC (or any member of the Alpha Subsidiaries or Generico Subsidiaries to elect, where permitted by Applicable Laws, to carry forward any loss, credit or similar Tax attribute arising in CPC Group) as a Post-Distribution Period, with respect to a Covered Group Return (“Tax Carryover Attribute”) that could, in the absence result of such election, be carried back to a Pre-Distribution Period. Any refund or credit of Taxes resulting from the required carryback to a Covered Group Return of any Tax Carryover Attribute attributable to the Alpha Business arising in a Post-Distribution Period shall be for the account and benefit of New Alpha; provided, however, that Gholdco shall only be required to pay such amount to New Alpha at the time such amount is actually realized in cash, credit, refund or offset by the Generico Group after taking into account (i) all other Tax attributes of the Affiliated Group and (ii) any carryback of any Tax Carryover Attribute attributable to the Generico Business. Any refund, credit or offset of Taxes resulting from the carryback of any Tax Carryover Attribute attributable to the Generico Business arising in a Post-Distribution Period shall be for the account and benefit of Gholdco. If a member of the Alpha Group recognizes a Tax Carryover Attribute that, under Applicable Laws, must be carried back to a Pre-Distribution Period during which Alpha losses or any Alpha Subsidiary joined in filing a Tax Return on a consolidated, combined, or unitary basis with one or more of Gholdco, Generico or any Gholdco Subsidiary, Gholdco shall, at the expense of New Alpha, file appropriate refund claims within a reasonable period after being requested by New Alpha to do so, unless such filing shall materially adversely affect the liability or any attributes of the Generico Parties or any of their Affiliates under this Agreement (including the ability credits of any member of the Generico Corn Group from any Tax period beginning on or after the Distribution Date to carry back a Tax attributeCPC Consolidated Return for any CPC Consolidated Return Period, provided that CPC approves in writing such carryback. Such refund is limited to the net amount received (by refund, offset against other Taxes or otherwise), in which case such filing shall be subject to Gholdco’s prior written consent (such consent not to be unreasonably withheld). If net of any net Tax cost incurred by CPC or a refund claim for which the Alpha Parties have received payment from the Generico Parties is subsequently disallowed by the relevant Governmental Entity, the Alpha Parties shall promptly return such payment to the Generico Parties together with any interest, penalties and additions to Tax CPC Company resulting from such disallowancerefund, and shall be paid whenever payment is received from a Taxing Authority. If such approval is not granted by CPC, Corn may elect to carryback such losses or credit in which event CPC shall pay Corn the amount to which it would be entitled under the preceding sentence reduced by an amount equal to any CPC Tax detriment which may be incurred in any Tax period resulting from such carryback; provided that CPC will not be obligated to make any payment to Corn in respect of any carryback that, in the aggregate, is less than $50,000. When and if any CPC Tax detriment is reduced, CPC shall pay the amount of such reduction to Corn. If CPC shall have paid a refund to Corn in respect of a carryback permitted hereunder, and in a subsequent Tax period, CPC shall suffer a Tax detriment by reason of such carryback (that was not contemplated in the computation of the amount refunded to Corn), Corn shall compensate CPC, on demand, for the full amount of such Tax detriment. The application of any such carrybacks by Corn and/or any other current or former member of the CPC Group shall be in accordance with the Code and the consolidated return regulations promulgated thereunder. Corn shall indemnify CPC for any costs and liabilities including interest and penalties arising out of an audit by the IRS of the carryback of any item under this paragraph. Upon request by Corn, CPC shall advise Corn of any estimate of the Tax detriment it projects will be associated with any carryback of losses or credits of a member of the Corn Group. Notwithstanding this Section 4.01, Corn and any member of the Corn Group shall have the right, in its sole discretion, to make any election, including the election under Section 172(b)(3) of the Code, which would eliminate or limit the carryback of any loss or credit to any Tax period ending before or including the Distribution Date.

Carryback Provisions. Unless the parties otherwise agree in writing, the Alpha MI Parties and the Generico MVT Parties shall elect and shall cause each of the Alpha MI Subsidiaries or Generico MVT Subsidiaries to elect, where permitted by Applicable Laws, to carry forward any loss, credit or similar Tax attribute (“Tax Carryover Attribute”) arising in a Post-Distribution Period, with respect to a Covered Group Return (“Tax Carryover Attribute”) Shared Return, that could, in the absence of such election, be carried back to a Pre-Distribution Period. Any refund or credit of Taxes resulting from the required carryback to a Covered Group Return of any Tax Carryover Attribute attributable to a member of the Alpha Business MI Group arising in a Post-Distribution Period shall be for the account and benefit of New AlphaMI Corp.; provided, however, that Gholdco MVT Holding shall only be required to pay such amount to New Alpha MI Corp. at the time such amount is actually realized in cash, credit, refund or offset by the Generico MVT Group after taking into account (i) all other Tax attributes of the Affiliated Group and (ii) any carryback of any Tax Carryover Attribute attributable to any member of the Generico BusinessMVT Group. Any refund, credit or offset of Taxes resulting from the carryback of any Tax Carryover Attribute attributable to the Generico Business a member of MVT Group arising in a Post-Distribution Period shall be for the account and benefit of GholdcoMVT Holding. If a member of the Alpha MI Group recognizes a Tax Carryover Attribute that, under Applicable Laws, must be carried back to a Pre-Distribution Period during which Alpha MI Corp. or any Alpha MI Subsidiary joined in filing a Tax Return on a consolidated, combined, or unitary basis with one or more any member of Gholdcothe MVT Group, Generico or any Gholdco Subsidiary, Gholdco MVT Holding shall, at the expense of New AlphaMI Corp., file appropriate refund claims within a reasonable period after being requested by New Alpha MI Corp. to do so, unless such filing shall materially adversely affect the liability or any attributes of the Generico MVT Parties or any of their Affiliates under this Agreement (including the ability of any member of the Generico MVT Group to carry back a Tax attribute), in which case such filing shall be subject to GholdcoMVT Holding’s prior written consent (such consent not to be unreasonably withheld). Consent shall not be considered unreasonably withheld within the meaning of the preceding sentence if such filing would increase Taxes for which the MVT Parties would be responsible under this Agreement and for which New MI Corp. does not compensate the MVT Parties. If a refund claim for which the Alpha MI Parties have received payment from the Generico MVT Parties is subsequently disallowed by the relevant Governmental Entity, the Alpha MI Parties shall promptly return such payment to the Generico MVT Parties together with any interest, penalties and additions to Tax resulting from such disallowance.

Carryback Provisions. Unless the parties otherwise agree in writing, the Alpha Parties and the Generico Parties Spinco shall elect and shall cause each of the Alpha Subsidiaries or Generico Spinco Subsidiaries to elect, where permitted by Applicable Laws, to carry forward any loss, credit or similar Tax attribute arising in a Post-Distribution Period, with respect to a Covered Group Return (“Tax Carryover Attribute”) arising in a Post-Distribution Period that could, in the absence of such election, be carried back to a Pre-Distribution Period. Any refund or credit of Taxes resulting from the required carryback to a Covered Group Return of any Tax Carryover Attribute attributable to the Alpha Business Spinco arising in a Post-Distribution Period shall be for the account and benefit of New AlphaSpinco; provided, however, that Gholdco Xxxxxxx-Xxxxxx shall only be required to pay such amount to New Alpha Spinco at the time such amount is actually realized in cash, credit, refund or offset by the Generico Xxxxxxx-Xxxxxx Group after taking into account (i) all other Tax attributes of the Xxxxxxx-Xxxxxx Affiliated Group and (ii) any carryback of any Tax Carryover Attribute attributable to the Generico BusinessGroup. Any refund, credit or offset of Taxes resulting from the carryback of any Tax Carryover Attribute attributable to the Generico Business Xxxxxxx-Xxxxxx arising in a Post-Distribution Period shall be for the account and benefit of GholdcoXxxxxxx-Xxxxxx. If a member of the Alpha Group Spinco or any Spinco Subsidiary recognizes a Tax Carryover Attribute that, under Applicable Laws, must be carried back to a Pre-Distribution Period during which Alpha Spinco or any Alpha Spinco Subsidiary joined in filing a Tax Return on a consolidated, combined, or unitary basis with one or more of Gholdco, Generico Xxxxxxx-Xxxxxx or any Gholdco Xxxxxxx-Xxxxxx Subsidiary, Gholdco Xxxxxxx-Xxxxxx shall, at the expense of New AlphaSpinco’s expense, file appropriate refund claims within a reasonable period after being requested by New Alpha Spinco to do so, unless such filing shall materially adversely affect the liability or any attributes of the Generico Parties or any of their Affiliates under this Agreement (including the ability of any member of the Generico Group to carry back a Tax attribute), in which case such filing shall be subject to Gholdco’s prior written consent (such consent not to be unreasonably withheld). If a refund claim for which the Alpha Parties have received payment from the Generico Parties is subsequently disallowed by the relevant Governmental Entity, the Alpha Parties shall promptly return such payment to the Generico Parties together with any interest, penalties and additions to Tax resulting from such disallowance.

Carryback Provisions. Unless the parties otherwise agree in writing, the Alpha Xxxxxxx-Xxxxxx Parties and the Generico Xxxxx Parties shall elect and shall cause each of the Alpha Xxxxxxx-Xxxxxx Subsidiaries or Generico Xxxxx Subsidiaries to elect, where permitted by Applicable Laws, to carry forward any loss, credit or similar Tax attribute (“Tax Carryover Attribute”) arising in a Post-Distribution Period, with respect to a Covered Group Return (“Tax Carryover Attribute”) Shared Return, that could, in the absence of such election, be carried back to a Pre-Distribution Period. Any refund or credit of Taxes resulting from the required carryback to a Covered Group Return of any Tax Carryover Attribute attributable to a member of the Alpha Business Xxxxxxx-Xxxxxx Group arising in a Post-Distribution Period shall be for the account and benefit of New AlphaXxxxxxx-Xxxxxx; provided, however, that Gholdco New Xxxxx shall only be required to pay such amount to New Alpha Xxxxxxx-Xxxxxx at the time such amount is actually realized in cash, credit, refund or offset by the Generico Xxxxx Group after taking into account (i) all other Tax attributes of the Affiliated Group and (ii) any carryback of any Tax Carryover Attribute attributable to any member of the Generico BusinessXxxxx Group. Any refund, credit or offset of Taxes resulting from the carryback of any Tax Carryover Attribute attributable to the Generico Business a member of Xxxxx Group arising in a Post-Distribution Period shall be for the account and benefit of GholdcoNew Xxxxx. If a member of the Alpha Xxxxxxx-Xxxxxx Group recognizes a Tax Carryover Attribute that, under Applicable Laws, must be carried back to a Pre-Distribution Period during which Alpha Xxxxxxx-Xxxxxx or any Alpha Xxxxxxx-Xxxxxx Subsidiary joined in filing a Tax Return on a consolidated, combined, or unitary basis with one or more of GholdcoNew Xxxxx, Generico Xxxxx or any Gholdco Xxxxx Subsidiary, Gholdco New Xxxxx shall, at the expense of New AlphaXxxxxxx-Xxxxxx, file appropriate refund claims within a reasonable period after being requested by New Alpha Xxxxxxx-Xxxxxx to do so, unless such filing shall materially adversely affect the liability or any attributes of the Generico Xxxxx Parties or any of their Affiliates under this Agreement (including the ability of any member of the Generico Xxxxx Group to carry back a Tax attribute), in which case such filing shall be subject to GholdcoNew Sally’s prior written consent (such consent not to be unreasonably withheld). Consent shall not be considered unreasonably withheld within the meaning of the preceding sentence if such filing would increase Taxes for which the Xxxxx Parties would be responsible under this Agreement and for which New Xxxxxxx-Xxxxxx does not compensate the Xxxxx Parties. If a refund claim for which the Alpha Xxxxxxx-Xxxxxx Parties have received payment from the Generico Xxxxx Parties is subsequently disallowed by the relevant Governmental Entity, the Alpha Xxxxxxx-Xxxxxx Parties shall promptly return such payment to the Generico Xxxxx Parties together with any interest, penalties and additions to Tax resulting from such disallowance. No member of either the Xxxxx Group or the Xxxxxxx-Xxxxxx Group shall claim “group relief” for United Kingdom corporation tax purposes with respect to any member of the other group without the prior written consent of such other group (such consent not to be unreasonably withheld). New Xxxxx agrees to elect to claim a credit (rather than a deduction) for all foreign Taxes paid, deemed paid or accrued with respect to its Shared Return that includes the Distributions Date. New Xxxxx shall allow the Xxxxxxx-Xxxxxx Parties to prepare and file a claim for refund for any such creditable foreign Taxes which can be carried back to a preceding Tax year. Any Tax refund resulting from such foreign Tax credit carryback claim shall be allocated to the Xxxxxxx-Xxxxxx Parties in a ratio of the foreign Taxes paid, deemed paid or accrued prior to the Distributions Date divided by the total foreign Taxes paid, deemed paid or accrued with respect to the entire Taxable year. Any remaining Tax refund shall be allocated to the Xxxxx Parties.