Carrybacks and Carryovers Sample Clauses

Carrybacks and Carryovers. (a) In the event that any member of the OGI Post-Merger Group realizes any loss, deduction, credit or other Tax attribute in any taxable period (or portion thereof) beginning after the Merger Date, such member may, to the extent permitted by law, utilize such loss, deduction, credit or other Tax attribute and obtain any available Refund, including by carrying back such loss, deduction, credit or Tax attribute to a prior Opgroup Consolidated Group taxable year; provided, however, that (except as provided in the second proviso in this sentence), to the extent such carryback is elective, such member of the OGI Post-Merger Group may only carry back such item with the consent of the Authorized Representative (which may be withheld in its sole discretion if the taxable period to which such item may be carried back has not yet been subject either to audit or to a prior or concurrent mandatory carryback); and provided further, however, that, if such item is the result of a disallowance of a Section 381 attribute that was claimed by a member of the OGI Post-Merger Group for a Straddle Period, such item shall be carried back to prior taxable years of the Opgroup Consolidated Group or the OGI Post-Merger Group, as the case may be, to the extent permitted by law, unless CIBC notifies OGI in writing that such item is not to be so carried back. CIBC shall cooperate with OGI in seeking from the appropriate taxing authority any Refund that reasonably would result therefrom. Except to the extent that such Refund is the result of a disallowance of a loss, deduction, credit or other Tax attribute claimed by, or a reduction in an item of income or gain reported by, a member of the Opgroup Consolidated Group for a Pre-Acquisition Taxable Period or the pre-Acquisition portion of a Straddle Period or is attributable to the disallowance of a Section 381 attribute (in any such event such Refund shall be paid first to CIBC to offset any related increase in Tax Liabilities borne by CIBC for Pre-Acquisition Taxable Period(s) or Straddle Period(s) (to the extent not previously indemnified under the Acquisition Agreement or this Agreement) and second to the Seller Trust), OGI shall be entitled to any Refund (or other Tax benefit including any interest thereon received from such taxing authority) realized by a member of the OGI Post-Merger Group attributable to such loss, deduction, credit or other Tax attribute. (b) In the event that any member of the CIBC Post-Acquisition Group realiz...
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Carrybacks and Carryovers. Seller will not pay to the Buyer any refund of Taxes or reduction in Seller's liability for Taxes resulting from a carryback of a post-acquisition tax attribute of the Company into the Seller Group's consolidated tax return, and Buyer and the Company shall be permitted to waive the carryback of any such post-acquisition tax attribute. Such payment shall be made promptly after such refund or reduction is realized by the Seller Group. Seller will cooperate with the Company and the Buyer in obtaining any such refund or reduction in Taxes, including through the filing of amended tax returns or refund claims.
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Carrybacks and Carryovers. PNC Asset Management Group ------------------------------------------------------ Consolidated Returns. (a) For purposes of preparing Separate Returns for taxable -------------------- periods beginning after the IPO Date, loss or credit carryovers of the PNC Asset Management Group shall be allocated between PNC Asset Management and BlackRock (and its subsidiaries) in accordance with the principles of Section 1.1502-21 of the United States Treasury Regulations, or successor provisions, based on their relative contributions toward generating the carryovers while they were included in PNC Asset Management Group's Consolidated Returns. Such allocation shall be calculated by PNC Asset Management, but BlackRock shall have the right to review and approve any such allocation and the parties agree to consult in good faith with respect to any issues arising as a result of the review of any such allocation. (b) PNC Asset Management shall prepare all refund claims with respect to a loss or credit carryback from a PNC Asset Management Group Consolidated Return with respect to any taxable year beginning on or before the IPO Date to an earlier PNC Asset Management Group Consolidated Return. PNC Asset Management will file the refund claim prepared pursuant to this Section 2.03(b). To the extent any refund is received by PNC Asset Management with respect to any such loss or credit carryback, PNC Asset Management shall pay to BlackRock within thirty (30) days of receipt of such refund any portion of such refund that is owed to BlackRock. (c) Upon a request of BlackRock, PNC Asset Management shall file the refund claim requested with respect to a loss or credit carryback from a Separate Return of BlackRock (or successor corporation) to an earlier PNC Asset Management Group Consolidated Return and will promptly transmit to the requesting party any refund received by PNC Bank Asset Management, which is attributable to such refund claim. (d) If PNC Asset Management pays BlackRock any amount under Section 2.04(b) or (c), BlackRock hereby agrees to indemnify PNC Asset Management for any subsequent increase in income or franchise tax liability of PNC Asset Management arising out of a Final Determination which results in a subsequent reduction of the amount of such carryback arising from a Tax Adjustment, including any deficiency interest, penalties or additions to tax payable with respect thereto.
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Related to Carrybacks and Carryovers

  • 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.

  • 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 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.

  • Vacation Carryover (a) A regular employee may carry over up to 10 days' vacation leave per year. Vacation carryover will not exceed 10 days at any time. An employee will not receive pay in lieu of vacation time, except upon retirement or termination, or as requested by the employee in Clause 18.13 (Vacation Payout). (b) A single vacation period, which overlaps the end of a vacation year, will be considered as vacation for the vacation year in which it commenced. The portion of vacation taken subsequent to but adjoining the end of the vacation year will not be considered as vacation carryover, nor as a seniority choice for the subsequent vacation year.

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

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

  • 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.

  • Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.

  • Accounts Distributions (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Owners and the Note Insurer, the Accounts as provided in the Sale and Servicing Agreement. The Indenture Trustee shall deposit amounts into the Accounts in accordance with the terms hereof and the Sale and Servicing Agreement. (b) On or before the Monthly Remittance Date prior to each Payment Date, the Servicer shall withdraw from the Principal and Interest Account the amounts specified in Section 3.03(a) of the Sale and Servicing Agreement and will deliver such amount to the Indenture Trustee for deposit into the Note Account. No later than the Business Day prior to each Payment Date, to the extent funds are available in the Note Account, the Indenture Trustee shall either retain funds in the Note Account or make the withdrawals from the Note Account and deposits into the other Accounts for distribution on such Payment Date as required pursuant to Section 3.03(b) of the Sale and Servicing Agreement. (c) On each Payment Date and the Redemption Date, to the extent funds are available in the Note Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Note Account in the following order of priority (except as otherwise provided in Section 5.4(b)): (i) to the Owners of the Notes, the Current Interest for such Payment Date; provided, that if there are not sufficient funds in the Note Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Note Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) to the Owners of the Notes, the Principal Payment Amount for such Payment Date until the Note Principal Balance is reduced to zero. (d) The Indenture Trustee shall make claims under the Note Insurance Policy pursuant to Section 7.02 of the Sale and Servicing Agreement and in accordance with the Note Insurance Policy. The Indenture Trustee shall deposit any Insured Payment received from the Note Insurer in the Note Account. All amounts received under the Note Insurance Policy shall be used solely for the payment to Owners of principal and interest on the Notes.

  • 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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