Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to the Company and that is attributable to a post-Closing period shall be the property of the Company, as applicable, and shall be retained by the Company (or promptly paid by Sellers to the Company if any such refund (or interest thereon) is received by any of the Sellers). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by the Company in a post-Closing period that results from the carry forward of any Tax attribute from a pre-Closing period shall be the property of the Company and shall be retained by the Company.
Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to the Company or any Subsidiary that is attributable to a Post-Closing Tax Period will be the property of the Company or its Subsidiary (as applicable) and will be retained by the Company or its Subsidiary, as applicable (or promptly paid by Seller to the Company or its Subsidiary, as applicable, if any such refund (or interest thereon) is received by Seller). For purposes of this Agreement, a refund of Taxes will include not only refunds in respect of which a payment is received, but also refunds effectively received through an offset, credit or other mechanism.
Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to the Company and that is attributable to a period after the Closing Date shall be the property of the Company, as applicable, and shall be retained by the Company (or promptly paid by Seller to the Company if any such refund (or interest thereon) is received by Seller or any of their respective Affiliates).
Carryovers, Refunds, and Related Matters. (a) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Pre-Closing Period shall be the property of Diageo or its designee and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General Mills, a Business Entity or any of their respective Subsidiaries or Axxxxxates); provided, however, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Mills, any Business Entity or any of their respective Subsidiaries or Xxxxliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Diageo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates).
Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to the Company that is attributable to a Post-Closing Period shall be the property of the Company, as applicable, and shall be retained by the Company (or promptly paid by the Sellers to the Company if any such refund (or interest thereon) is received by a Seller or any Subsidiary or Affiliate of a Seller). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by the Company or an Affiliate of the Company in a Post-Closing Period that results from the carryforward of any Tax attribute from a Pre-Closing Period shall be the property of the Company or Affiliate of the Company and shall be retained by the Company or Affiliate of the Company, as applicable.
Carryovers, Refunds, and Related Matters. (a) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Pre-Closing Period shall be the property of Diageo or its designee and shall be retained by Diageo or its designee (or promptly reimbursed to Diageo or such designee by the Business Entity if any such refund or credit (or interest thereon) is received by General Xxxxx, a Business Entity or any of their respective Subsidiaries or Affiliates); PROVIDED, HOWEVER, that any refund, credit or other benefit actually received or realized in cash by Diageo, any Continuing Affiliate or any Business Entity with respect to a Pre-Closing Period that results from, and would not have resulted but for, the carryback of any Tax attribute of General Xxxxx, any Business Entity or any of their respective Subsidiaries or Affiliates arising in a Post-Closing Period (to the extent that such carryback does not preclude or delay utilization of a Diageo Group Tax attribute or Business Entity Pre-Closing Period Tax attribute) shall be the property of and retained by the Business Entity (or paid by Diageo to the Business Entity promptly after actual receipt or realization in cash of such refund, credit or other benefit by Diageo or any of its Subsidiaries or Affiliates). (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of the Business Entities and that is a refund or credit of Taxes with respect to a Post-Closing Period shall be the property of General Xxxxx or the Business Entity and shall be retained by General Xxxxx or the Business Entity (or promptly paid by Diageo to General Xxxxx or the Business Entity if any such refund or credit (or interest thereon) is received by Diageo or any of its Subsidiaries or Affiliates); PROVIDED, HOWEVER, that any refund, credit or other benefit actually received or realized in cash by General Xxxxx or any Business Entity with respect to a Post-Closing Period that results from, and would not have resulted but for, the carryover of any Business Entity Tax attribute arising in a Pre-Closing Period (to the extent that such carryover does not preclude or delay utilization of a General Xxxxx Group Tax attribute or Business Entity Post-Closing Period Tax attribute) shall be the property of Diageo or its designee and shall be paid by the Business Entity to Diageo or its designee promptly after actual receipt or realization in cash of such refund, cred...
Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to any of the Target Companies and that is attributable to a Post-Closing Period shall be the property of the Target Companies, as applicable, and shall be retained by the Target Companies (or, if any such refund (or interest thereon) is received by a Seller or any of its Affiliates, promptly paid by such Seller to the applicable Target Company or Buyer). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by a Target Company in a Post-Closing Period that results from the carryforward of any Tax attribute from a Pre-Closing Period shall be the property of such Target Company and shall be retained by such Target Company only if a Section 338(h)(10) Election is not made.
Carryovers, Refunds, and Related Matters. (a) Any refund of Taxes (including any interest thereon) that relates to the Company or a Subsidiary of the Company that is attributable to a Post-Closing Tax Period will be the property of the Company or such Subsidiary of the Company, as applicable, and will be retained by the Company or such Subsidiary of the Company (or promptly paid by the Shareholder, if applicable, to the Company or such Subsidiary of the Company if any such refund (or interest thereon) is received by the Shareholder), unless (i) such refund is attributable to the carry-forward of a Tax item attributable to a Pre-Closing Tax Period or (ii) such refund is in respect of a Tax liability the economic burden of which was effectively borne by the Shareholder, the Noteholder or the Phantom Unit Holders through the indemnification provisions in Article XIII will promptly be paid over to the Shareholder, the Noteholder and the Phantom Unit Holders in accordance with the Shareholder Portion, the Noteholder Portion, and the Phantom Unit Holder Portion, respectively, and, in the case of the Phantom Unit Holders, as directed by the Phantom Unit Holder Representative. For purposes of this Agreement, a refund of Taxes will include not only refunds in respect of which a payment is received, but also refunds effectively received through an offset, credit or other mechanism.
Carryovers, Refunds, and Related Matters. Any refund of Taxes (including any interest thereon) that relates to an Acquired Company or Oak Blocker shall be the property of such Acquired Company or Oak Blocker, as applicable, and shall be retained by such Acquired Company (or promptly paid by the Sellers to such Acquired Company if any such refund (or interest thereon) is received by a Seller or any Affiliate of a Seller) or Oak Blocker (or promptly paid by Oak to Oak Blocker if any such refund (or interest thereon) is received by Oak or any Affiliate of Oak). Any refund of income Taxes that arises from an allocation and pass-through of Pre-Closing Income of the Acquired Companies to any Seller and which was properly reported on such Seller’s income Tax Return shall be the property of such Seller, provided, that in the case of any such income Tax refund received by Oak Blocker, Oak Blocker shall promptly remit the amount of such income Tax refund to Oak. Any and all Tax refunds, assets or benefits of Oak Blocker arising from or attributable to, directly or indirectly, any expenses of any Acquired Company incurred or deemed to have been incurred prior to or through the Closing other than Sellers’ Transaction Expenses shall be the property of Oak Blocker and shall not be paid to Oak.
Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes (including any interest thereon) that relates to any of the Acquired Companies and that is attributable to a Post-Closing Period shall be the property of the Acquired Companies, as applicable, and shall be retained by the Acquired Companies (or, if any such refund (or interest thereon) is received by a Seller or any of its Affiliates, promptly paid by such Seller to the applicable Acquired Company or Buyer). Without limiting the generality of the preceding sentence, any such refund or other benefit realized by an Acquired Company in a Post-Closing Period that results from the carryforward of any Tax attribute from a Pre-Closing Period shall be the property of such Acquired Company and shall be retained by such Acquired Company.
