Carrybacks and Carryforwards Sample Clauses

Carrybacks and Carryforwards. (a) To the extent permissible by the applicable Tax law, Marathon shall cause each member of the Marathon Group (including former members of the Ashland Group) not to carryback any Tax Item attributable to a Post-Closing Tax Period to a Pre-Closing Tax Period of a member of the Ashland Group or of the New Ashland Inc. Group. To the extent that Marathon is not permitted by applicable law to forgo such carryback and requests that New Ashland Inc. obtain a Refund of Tax with respect to such carryback, then New Ashland Inc. shall take all reasonable measures to obtain a Refund with respect to the carryback (including by filing an amended return) and shall pay to Marathon the Tax Savings realized by any member of the New Ashland Inc. Group by reason of such carryback, including any interest received thereon (provided, further, that the out-of-pocket costs associated with claiming any such carryback shall be borne by Marathon). To the extent that a carryback of a Tax Item attributable to a Post-Closing Tax Period to a Pre-Closing Tax Period of a member of the New Ashland Inc. Group (including a former member of the Ashland Group) results in a Tax Detriment to any member of the New Ashland Inc. Group (or former member of the Ashland Group), Marathon shall pay to New Ashland Inc. the Tax Loss realized by the New Ashland Inc. Group by reason of such carryback. (b) To the extent permissible by the applicable Tax law, with respect to any Tax Item attributable to a Pre-Closing Tax Period that may be carried forward to a Post-Closing Tax Period of a member of the Marathon Group (including a former member of the Ashland Group), New Ashland Inc. shall cause each member of the New Ashland Inc. Group or of the Ashland Group to carry back any such Tax Item and not to carry forward any such Tax Item to such a Post-Closing Tax Period of a member of the Marathon Group (including a former member of the Ashland Group). To the extent that New Ashland Inc. is not permitted by applicable law to carry back such Tax Item or to forgo such carry forward of such Tax Item and requests that Marathon obtain a Refund, reduction or offset of Tax with respect to such carry forward, then Marathon shall take all reasonable measures to obtain such a Refund, reduction or offset with respect to the carry forward (including by filing an amended return) and shall pay to New Ashland Inc. the Tax Savings realized by any member of the Marathon Group by reason of such carry forward, including any intere...
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Carrybacks and Carryforwards. If, for any Taxable period, a member of the Convergys Group incurs a net operating loss, net capital loss, unused general business tax credit or unused foreign tax credit (a "Carryback or Carryforward Item"), that may be carried back or carried forward to a Taxable year of the CBI Group or the CBI Affiliated Group, CBI shall pay to Convergys an amount equal to the amount by which the Tax liability of the CBI Group is reduced by such Carryback or Carryforward Item. Likewise, if, for any Taxable period, a member of the CBI Group incurs Carryback or Carryforward Item that may be carried back or carried forward to a Taxable year of the CBI Affiliated Group, Convergys shall pay to CBI an amount equal to the amount by which the Tax liability of the Convergys Group is reduced by such Carryback or Carryforward Item.
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Carrybacks and Carryforwards. (a) To the extent permitted by Applicable Tax Law, unless TPI, in its sole and absolute discretion, consents, Newco shall not and shall not permit any Contributed Subsidiary to carry back any losses or credits accruing after the Closing Date to any Tax Return of TPI, a Contributed Subsidiary, or any Affiliate of either TPI or a Contributed Subsidiary for any Pre-Closing Period. To the extent permitted by Applicable Tax Law, Newco shall and shall cause each Contributed Subsidiary to make any elections and take all such actions necessary to avoid any such carry back. To the extent that, under Applicable Tax Law, a Contributed Subsidiary is required to carry back any losses or credits accruing after the Closing Date to any Tax Return of TPI or its Affiliates, TPI shall pay to Newco the amount of any Tax Benefit actually realized by TPI and its Affiliates as a result of such carryback promptly after such Tax Benefits are realized. The amount of any Tax Benefit shall be determined (i) by comparing the liability of TPI and its Affiliates for Taxes, determined without the carryback, to the liability of TPI and its Affiliates for Taxes, taking into account the carryback and (ii) by treating the carryback as the last item claimed by TPI and its Affiliates in any given Tax Period. (b) TPI shall not be liable hereunder for any decrease to any net operating loss carry forward or any other Tax attributes available to a Contributed Subsidiary resulting from adjustments to any item of income, deduction, credit, or exclusion on Tax Returns for which TPI is responsible.
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Carrybacks and Carryforwards. (i) Unless the Shareholders, in their sole and absolute discretion, consent, Purchaser shall not and shall not permit the Company to carry back any losses or credits accruing after the Closing Date to any Tax Return of the Shareholders or the Company for any Pre-Closing Period. Purchaser shall and shall cause the Company to make any elections and take all such actions necessary to avoid any such carry back. (ii) The Shareholders shall not be liable hereunder for any decrease to any net operating loss carry forward or any other Tax attributes available to the Company resulting from adjustments to any item of income, deduction, credit, or exclusion on Tax Returns for which the Shareholders are responsible.
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Carrybacks and Carryforwards. (a) In the event that Holdings, any Holdings Affiliate or the Holdings Group incurs a loss or realizes a tax credit in a Tax Return filed for periods after the Distribution Date, loss or tax credit will not be carried back to any Consolidated Group Tax Return without the specific consent of CFI. CFI need consent only if the carryback of such loss or credit to the Consolidated Group return will cause no detriment to CFI's tax position. In determining whether a carryback is likely to cause a detriment to its tax position, CFI may take into account audit risks resulting from claiming a carryback. If CFI agrees to carryback such loss or credit, or is required by law to carryback such loss or credit, Holdings shall be entitled to its allocable share of any refund of Tax obtained by the
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Carrybacks and Carryforwards. If part or all of a loss or credit is allocated to a member of the Group pursuant to Treasury regulation section 1.1502-21(b) or Treasury regulation section 1.1502-79, or a similar provision, and is carried back or carried forward to a year in which such member filed a separate return or a consolidated return with a different affiliated group, any refund or reduction in the Consolidated Tax Liability arising from such carryback or carryforward shall be for the benefit of such member. If a member of the Group has a loss or credit in a separate return year that may be carried back to a year in which the Group filed a consolidated United States Corporation Income Tax Return, any refund or reduction in the Consolidated Tax Liability arising from such carryback shall be for the benefit of the Group and shall be retained by the Common Parent. If a member of the Group has a loss or credit in a separate return year that may be carried forward to a year in which the Group filed a consolidated United States Corporation Income Tax Return, any refund or reduction in the Consolidated Tax Liability arising from such carryforward shall be allocated in accordance with paragraph 1.2. Notwithstanding the above, the Common Parent shall determine whether an election shall be made not to carry back part or all of a consolidated net operating loss for any tax year in accordance with Regulation Section 1.1502-21(b)(3).
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Carrybacks and Carryforwards. (a) In the event that Holdings, any Holdings Affiliate or the Holdings Group incurs a loss or realizes a tax credit in a Tax Return filed for periods after the Distribution Date, loss or tax credit will not be carried back to any Consolidated Group Tax Return without the specific consent of CFI. CFI need consent only if the carryback of such loss or credit to the Consolidated Group return will cause no detriment to CFI's tax position. In determining whether a carryback is likely to cause a detriment to its tax position, CFI may take into account audit risks resulting from claiming a carryback. If CFI agrees to carryback such loss or credit, or is required by law to carryback such loss or credit, Holdings shall be entitled to its allocable share of any refund of Tax obtained by the Consolidated Group (or any member of the Consolidated Group in a Combined Jurisdiction) as a result of the carryback of losses or credits of any member of the Holdings Group from any taxable period beginning after the Distribution Date to any taxable period ending before or including the Distribution Date. Such refund is limited to the net amount received by CFI (by refund, offset against other Taxes or otherwise), net of any net Tax cost incurred by CFI or a CFI Affiliate, which would include the reduction of minimum tax credits previously utilized by CFI, resulting from such refund, and shall be paid in the manner and at the time specified in Section 3.
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Carrybacks and Carryforwards. World will pay to General Bearing the benefit received by World or any Affiliate of World from (i) the use in any Pre-Closing Tax Period of a carryback of any Tax Asset from a Post-Closing Tax Period, or (ii) the use in any Post-Closing Tax Period of the carryforward of any Tax Asset from a Pre-Closing Tax Period
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Related to Carrybacks and Carryforwards

  • Carrybacks (a) If any member of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for which it is liable for the Tax under Section 2.01 of this Agreement.

  • Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that: (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 23.4 shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; (c) nothing in this Clause 23.4 shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a tax deduction from a payment; and (d) any allocation or determination made by a Creditor Party under or in connection with this Clause 23.4 shall be conclusive and binding on the Borrowers and the other Creditor Parties.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

  • FOREIGN TAX CREDITS AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.

  • Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and (b) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

  • Carryover Notwithstanding any other provision of this Section 6, no adjustment shall be made to the number of shares of Common Stock to be delivered to the Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered.

  • Tax Refunds (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Distributions and Allocations (i) Subject to Section 8.6(c), the Redeeming Partner shall have no right to receive any distributions that are paid after the Specified Redemption Date with respect to any Partnership Units redeemed pursuant to this Section 8.6. (ii) If any Partnership Interest is redeemed (other than pursuant to Section 8.6(c)) on any day other than the first day of a Fiscal Year, then Profit, Losses, each item thereof and all other items attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated to the Redeeming Partner by taking into account the Redeeming Partner’s ownership of such Partnership Interest during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration period, in which event Profits, Losses, each item thereof and all other items attributable to such redeemed Partnership Interest for such Fiscal Year shall be prorated based upon the applicable method selected by the General Partner).

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