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.
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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. (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.
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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.
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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. 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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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 3.08. In determining the net amount received by CFI as a result of a carryback of losses or tax credits by Holdings or a Holdings Affiliate, amounts carried back by Holdings or a Holdings Affiliate shall be considered to reduce the Consolidated Group's tax burden only to the extent that such carrybacks reduce the Consolidated Group's tax burden after first taking into account all other tax credits and carrybacks available to the Consolidated Group. Holdings shall indemnify CFI for any interest, fines and penalties resulting from the carryback of any item under this paragraph. Notwithstanding this Section 3.10, Holdings and any member of the Holdings Group shall have the right, in its sole discretion, to make the election under section 172(b)(3) of the Code, which would eliminate or limit the carryback of any loss or credit of the Holdings Group to any taxable period ending before or including the Distribution Date.
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Related to Carrybacks and Carryforwards

  • Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

  • 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:

  • 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.

  • Items of Income or Loss Except as is otherwise provided in this Exhibit B, an allocation of Partnership Net Income or Net Loss to a Partner shall be treated as an allocation to such Partner of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B) expenditure (or item treated as such expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) (“Tax Items”) that is taken into account in computing Net Income or Net Loss.

  • Precontribution Gain, Revaluations With respect to any Contributed Property, the Partnership shall use any permissible method contained in the Regulations promulgated under Section 704(c) of the Code selected by the General Partner, in its sole discretion, to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain, loss and deduction on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for federal income tax purposes because the Partnership has revalued such asset pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations, the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the Regulations and the methods of allocation promulgated thereunder. The intent of this subparagraph 4(c) is that each Partner who contributed to the capital of the Partnership a Contributed Property will bear, through reduced allocations of depreciation, increased allocations of gain or other items, the tax detriments associated with any Precontribution Gain. This subparagraph 4(c) is to be interpreted consistently with such intent.

  • Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

  • 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.

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Tax Refunds Any refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the case may be, attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax Asset, net of any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to perfect their rights in and obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the Transferred Entities or in respect of the Business received following the Closing Date.

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