Carrybacks and Carryovers Sample Clauses

Carrybacks and Carryovers. In the event that any member of the ------------------------- Ventiv Subgroup realizes any loss, credit or other Tax attribute in any Post- Distribution Taxable Period, such member may elect to carry back such loss, credit or Tax attribute to a prior Xxxxxx Consolidated Group taxable year. Xxxxxx shall cooperate with Ventiv in seeking from the appropriate taxing authority any Refund that reasonably would result from such carryback. Ventiv shall be entitled to any Refund (or other Tax benefit) realized by a member of the Xxxxxx Subgroup (including any interest thereon received from such taxing authority) attributable to such carryback, within 10 days after such Refund (or other benefit) is received; provided, however, that -------- ------- Xxxxxx shall be entitled to Refunds that result from the carryback of a loss, credit or other Tax attribute by a member of the Xxxxxx Subgroup from a Post- Distribution Taxable Period to a Pre-Distribution Taxable Period. Except as otherwise provided by applicable law, if a member of the Ventiv Subgroup and a member of the Xxxxxx Subgroup both may carry back a loss or other Tax attribute to the same Xxxxxx Consolidated Group taxable year, any Refund (or other Tax benefit) resulting therefrom shall be allocated between Ventiv and Xxxxxx proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the Ventiv Subgroup and the Xxxxxx Subgroup, respectively, would have been entitled had its carrybacks been the only carrybacks to such taxable year. Similarly, Ventiv shall be entitled to the benefit, in Post- Distribution Taxable Periods, of any net operating loss, capital loss, unused investment or foreign tax credit or other Tax attribute arising in a Pre- Distribution Taxable Period (including with respect to an affiliated group of which Ventiv was a member) and properly apportioned to a member of the Ventiv Subgroup in accordance with Treasury Regulation Sections 1.1502-21 and 1.1502-22 or other applicable law.
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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.
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Related to Carrybacks and Carryovers

  • 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).

  • 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:

  • 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.

  • 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.

  • 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.

  • 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.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Distribution of Net Cash Flow Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

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