Carrybacks and Refunds. Any required amended Tax Return ---------------------- relating to a Pre-Closing Date Period and any refund claims relating to a Pre-Closing Date Period shall be prepared by Seller and shall be the property of the Seller. Neither Purchaser nor any of its Affiliates shall file any Tax Return or any other document which attempts to carry back to any Pre-Closing Date Period any item of income, loss, deduction or credit (including, without limitation, any net operating loss) incurred, created or sustained during any Tax period which ends after the Closing Date.
Carrybacks and Refunds. 83 10.5 Survival..............................................................83 10.6 Conflict..............................................................83 10.7 Transfer Taxes........................................................83 ARTICLE 10A TAX MATTERS WITH RESPECT TO THE CALNEV............................84
Carrybacks and Refunds. Any required amended Tax Return relating to a Terminals Pre-Closing Date Period and any refund claims relating to a Terminals Pre-Closing Date Period shall be prepared by Seller. Neither Purchaser nor any of its Affiliates shall file any Tax Return or any other document which attempts to carry back to any Terminals Pre-Closing Date Period any item of income, loss, deduction or credit (including, without limitation, any net operating loss) incurred, created or sustained during any Tax period which ends after the Terminals Closing Date.
Carrybacks and Refunds. Any required amended Tax Return relating to a Calnev Pre-Closing Date Period and any refund claims relating to a Calnev Pre-Closing Date Period shall be prepared by Seller. Neither Purchaser nor any of its Affiliates shall file any Tax Return or any other document which attempts to carry back to any Calnev Pre-Closing Date Period any item of income, loss, deduction or credit (including, without limitation, any net operating loss) incurred, created or sustained during any Tax period which ends after the Calnev Closing Date.
Carrybacks and Refunds. 42 10.5 Survival......................................................................................42 10.6 Conflict......................................................................................42 ARTICLE 11 MISCELLANEOUS.............................................................................42 11.1 Expenses......................................................................................42 11.2 Amendment.....................................................................................42 11.3 Notices.......................................................................................42 11.4 Waivers.......................................................................................44 11.5 Counterparts..................................................................................44 11.6 Headings......................................................................................44
Carrybacks and Refunds. Purchaser may, and may cause the Company or its Subsidiaries to, carry back any item of loss, deduction or credit which arises in any taxable period of the Company into any prior taxable period, provided that such carryback, refund claim or related amended Tax Return does not have the effect of increasing the liability of Seller for any Taxes or Seller or increasing any obligation of Seller to Purchaser hereunder or increasing any amount Purchaser is entitled to recover from Seller hereunder. Seller shall be entitled to any refund or credit of Taxes attributable to the operations of the Company and its Subsidiaries for periods ending on or before the Closing Date.
Carrybacks and Refunds. 77 Section 11.7 Tax Periods Beginning Before and Ending after the Closing Date.....................77 Section 11.8 Tax Returns Prepared by the Purchaser..............................................78 Section 11.9 Cooperation on Tax Matters.........................................................78 Section 11.10 Tax Indemnification................................................................78 Section 11.11 Allocation of Certain Taxes........................................................79 Section 11.12
Carrybacks and Refunds. Purchaser shall cause the Purchased Entities to elect, where permitted by law, to carry forward any net operating loss or other item arising after the Closing Date that could, in the absence of such an election, be carried back to a taxable period of a Purchased Entity ending on or before the Closing Date in which the Purchased Entity was included in a consolidated, combined or unitary group that includes an AMRESCO Party. As soon as reasonably practicable, AMRESCO will pay to the Purchaser any Tax refund (or reduction in Tax liability) resulting from a carryback (other than a carryback described in the first sentence of this Section that a Purchased Entity could have elected to carry forward) of a post-acquisition Tax attribute of any of the Purchased Entities into a consolidated, combined or unitary group that includes an AMRESCO Party, when such refund is received or reduction is actually realized by an AMRESCO Party. AMRESCO will cooperate with the Purchased Entities in obtaining such refunds (or reduction in Tax liability), including through the filing of amended Tax Returns or refund claims. The Purchaser agrees to indemnify AMRESCO for any Taxes resulting from the disallowance of such post-acquisition Tax attribute on audit or otherwise.
Carrybacks and Refunds. (a) As soon as reasonably practicable, Temple-Inland Parent will pay to the Buyer any Tax refund (or reduction in Tax liability) resulting from a carryback of a post-acquisition Tax attribute of any of the Purchased Subsidiaries into a consolidated, combined or unitary group that includes a Temple-Inland Party, when such refund is received or reduction is actually realized by a Temple-Inland Party. A carryback of post-acquisition Tax attributes of a Purchased Subsidiary is considered to produce a refund (or a reduction of a Tax liability) only after all Tax attributes of Temple-Inland Parent and its Subsidiaries have been used or deemed used. Temple-Inland Parent will cooperate with the Purchased Subsidiaries and its Subsidiaries in obtaining such refunds (or reduction in Tax liability), including through the filing of amended Tax Returns or refund claims. Buyer agrees to indemnify Temple-Inland Parent for any Taxes resulting from the disallowance of such post-acquisition Tax attribute on audit or otherwise.
Carrybacks and Refunds
