Carryforwards and Carrybacks. Purchaser shall cause the Conveyed Subsidiaries and their Subsidiaries, to the extent permitted by applicable Law, not to carry back into any Pre-Closing Tax Period, and to carry forward into any taxable period beginning after the Closing Date any Tax Asset arising after the Closing Date (a “Subsequent Loss”) that could, whether in the absence of an election or otherwise, be carried back to a Pre-Closing Tax Period. Purchaser shall take, and shall cause its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) to take, all steps reasonably necessary to avoid such carry back (and achieve such carryforward), including by making all necessary elections. If a Subsequent Loss is not permitted by applicable Law to be carried forward into any taxable period beginning after the Closing Date and is required to be carried back into any Pre-Closing Tax Period, then after providing notice to Seller Parent of such required carryback, Purchaser and its Subsidiaries shall be entitled to any refund of Taxes resulting from any carryback of such Subsequent Loss into any such Pre-Closing Tax Period; provided that Purchaser shall indemnify and hold Seller Parent and its Affiliates harmless from and against any Tax Liability resulting from the carryback of a Subsequent Loss and any other costs and expenses associated with or incurred in connection with obtaining, collecting or paying over a refund resulting from such carryback to the extent such carryback of a Subsequent Loss is reflected on a Seller Combined Tax Return. To the extent any such Subsequent Loss or related refund is subsequently disallowed or required to be returned by Seller Parent or its Affiliates to a Governmental Authority, Purchaser agrees to promptly repay any amounts previously paid over by Seller Parent to Purchaser (or its Subsidiaries) in respect of such Subsequent Loss or related refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Seller Parent.
Carryforwards and Carrybacks. (a) The Filing Party shall notify the Non-Filing Party of any consolidated or combined carryover item which may be partially or totally attributed to and carried over by any member of the Non-Filing Group and will notify the Non-Filing Party of subsequent adjustments which may affect such carryover item.
(b) Notwithstanding any other provision of this Agreement, the Non-Filing Party shall not be required to make any election under section 172(b)(3) of the Code, or any similar provision of any state or local Tax law, to relinquish any right to carryback net operating losses. Upon a request by the Non-Filing Party, the Filing Party shall be required to include on an amended Consolidated Return or Combined Return that includes any member of the Non-Filing Group any net operating losses of any such member of the Non-Filing Group arising in a Post-Distribution Period to the extent allowed under the Tax Law; and the Non-Filing Party shall be entitled to any payment with respect to such carryforward or carryback; provided, however, that if the Filing Party incurs a Tax Detriment related to the inclusion of such net operating losses on the Consolidated Return or Combined Return, the Non-Filing Party shall indemnify the Filing Party for the amount of such Tax Detriment.
Carryforwards and Carrybacks. To the extent permitted by Applicable Law, VPG shall (or shall cause or permit the members of the VPG Group to) elect to relinquish any carryback of a Tax Asset to any Pre-Closing Tax Period. No Party shall be obligated to compensate any other Party for the carryforward of Tax Assets from a Pre-Closing Tax Period to a Post-Closing Tax Period or for the carryback of Tax Assets from a Post-Closing Tax Period to a Pre-Closing Tax Period. For the avoidance of doubt, if a Tax Asset arises in a Post-Closing Tax Period on a non-U.S separate company Tax Return, and it is required by law that it be carried back to a Pre-Closing Tax Period, such carryback will be permitted, and any resulting refund, credit or other benefit shall inure to VPG.
Carryforwards and Carrybacks. (a) SWBI shall notify AOUT after the Distribution Date of any consolidated carryover item which may be partially or totally attributed to and carried over by AOUT or a member of its Affiliated Group and will notify AOUT of subsequent adjustments which may affect such carryover item.
(b) To the extent permitted by applicable law, AOUT shall not carry back any federal income Tax item to any Pre-Distribution Period.
Carryforwards and Carrybacks. (a) Cryptyde shall notify Vinco after the Distribution Date of any consolidated carryover item which may be partially or totally attributed to and carried over by Vinco or a member of its Affiliated Group and will notify Vinco of subsequent adjustments which may affect such carryover item.
(b) To the extent permitted by applicable law, Vinco shall not carry back any federal income Tax item to any Pre-Distribution Period.
Carryforwards and Carrybacks. To the extent permitted by Applicable Law, Newco shall (or shall cause or permit the members of the Newco Group to) elect to relinquish any carryback of a Tax Asset to any Pre-Closing Tax Period. No Party shall be obligated to compensate any other Party for the carryforward of Tax Assets from a Pre-Closing Tax Period to a Post-Closing Tax Period or for the carryback of Tax Assets from a Post-Closing Tax Period to a Pre-Closing Tax Period.
Carryforwards and Carrybacks. (a) Southern shall notify Southern Energy after the Distribution Date of any consolidated carryover item which may be partially or totally attributed to and carried over by a Southern Energy Affiliated Company and will notify Southern Energy of subsequent adjustments which may affect such carryover item.
(b) Notwithstanding any other provision of this Agreement, Southern Energy shall not be required to make any election under Section 172(b)(3) of the Code and, to the extent feasible, any similar provision of any state or local Tax Law, to relinquish any right to carryback net operating losses. Upon a request by Southern Energy, Southern shall be required to include on an amended Consolidated Return any net operating losses of Southern Energy arising in a Post-Distribution Period to the extent allowed under the Code; provided, that if Southern incurs a Tax Detriment related to the inclusion of such net operating losses on the Consolidated Return, Southern Energy shall indemnify Southern for the amount of such Tax Detriment.
Carryforwards and Carrybacks. 10 5.3 Refunds...................................................................................................11 5.4
Carryforwards and Carrybacks. Buyer will cause each of the Acquired Companies to elect, where permitted by Law, to carry forward any net operating loss, net capital loss, charitable contribution 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 any of the Acquired Companies ending on or before the Closing Date in which any of the Acquired Companies were included in a Consolidated Tax Return. Buyer, on its own behalf and on behalf of its Affiliates, hereby waives any right to use or apply any net operating loss, net capital loss, charitable contribution or other item of any Acquired Company for any Tax year ending on any date following the Closing Date to any period of any Acquired Company ending on or before the Closing Date. Notwithstanding anything to the contrary herein, any refund or credit of Income Taxes relating to the Acquired Companies which arises after the Closing Date but is attributable to the taxable period that ends on or before the Closing Date or the portion of any Straddle Period ending on the Closing Date, shall be for the account and benefit of Seller and shall be payable in accordance with the provisions of Section 13.5.
Carryforwards and Carrybacks. (a) SG DevCo shall notify SG Holdings after the Distribution Date of any consolidated carryover item which may be partially or totally attributed to and carried over by SG Holdings or a member of its Affiliated Group and will notify SG Holdings of subsequent adjustments which may affect such carryover item.
(b) To the extent permitted by applicable law, SG Holdings shall not carry back any federal income Tax item to any Pre-Distribution Period.
