Carryovers, Refunds, and Related Matters Sample Clauses

Carryovers, Refunds, and Related Matters. (i) Any refund of Taxes to any Company or Subsidiary (including any interest thereon) shall be the property of the applicable Company or Subsidiary, or their respective successors, and shall be retained by the applicable Company or Subsidiary, or their respective successors. For the avoidance of doubt, any refund or rebate of Taxes attributable in part or in whole to the compensation deduction for a Company or Subsidiary associated with the cancellation of compensatory options shall be retained by such Company or Subsidiary. (ii) If any item of loss or credit of one of the Companies or the Subsidiaries for a Post-Closing Period is carried back to a Pre-Closing Period, is used or otherwise absorbed and results in a refund or a reduction of Taxes otherwise payable, then such amounts shall be retained by the applicable Company or Subsidiary, or their respective successors. To the extent necessary, the Management Sellers shall cooperating (including filing amended returns if necessary) in obtaining such amounts. (iii) In the event that one of the Companies or the Subsidiaries (or successor thereto) realizes any item of loss or credit for Tax purposes for any Post-Closing Period, the Buyer may, in its sole discretion, carry forward such loss or credit. (iv) The Buyer shall not take any action, make any election or otherwise cause any Company or Subsidiary to make any tax elections, amendments or other positions different from that taken by the Companies and the Subsidiaries, cause any Company or Subsidiary to liquidate, dissolve or merge, or take any other action so as to cause the Pre-Closing Period Taxes to increase or change in such a manner as to cause any Seller or Company or Subsidiary to recognize any additional tax liability for any Pre-Closing Period.

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 Dia- geo 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 Mills or the Business Entity and shall be retained by General Mills ox xxx Business Entity (or promptly paid by Diageo to General Mxxxx or the Business Entity if any such refund or credit (or interesx xxxreon) 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 Mills or any Business Entity with respect to a Post-Closing Period thxx xxsults 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 Mills Group Tax attribute or Business Entity Post-Closing Period Tax xxxxxbute) 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, cr...

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). (ii) If (A) after the Closing Date, the Company receives a refund of any Tax that is attributable to a period ending on or before the Closing Date, (B) the Tax was paid by (1) Seller on or after the Closing Date or (2) Seller or the Company prior to the Closing Date, then the Buyer or the Company, as the case may be, promptly shall pay or cause to be paid to Seller the amount of such refund together with any interest thereon, but net of any Taxes imposed on the Company with respect to the receipt of such refund. (iii) In applying Section 7.3(c)(i) and Section 7.3(c)(ii), any refund of Taxes (including any interest thereon) for a taxable period that includes but does not end on the Closing Date shall be allocated between the period ending on or before the Closing Date and the period ending after the Closing Date in accordance with Section 7.3(a).

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. (ii) If, after the Closing Date, the Company or any Subsidiiary receives a refund of any Tax that is attributable to a Pre-Closing Tax Period, then Buyer will cause the Company or its Subsidiary (as applicable) to promptly pay to Seller the amount of such refund together with any interest thereon (but reduced by any expenses of Buyer or the Company or its Subsidiaries in obtaining such refund), unless such refund is attributable to the carryback of a Tax item attributable to a Post-Closing Tax Period. (iii) In applying Sections 4.9(f)(i) and (ii) hereof, any refund of Taxes (including any interest thereon) for a Straddle Period will be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in accordance with the principles of Section 4.9(c).

Carryovers, Refunds, and Related Matters. (a) Any refund, rebate, abatement, reduction or other recovery (whether direct or indirect through a right of set-off or credit) of Taxes (including any interest thereon) (a “Tax Refund”) that relates to each ProjectCo that is attributable to a Post-Closing Period shall be the property of each ProjectCo and shall be retained by each ProjectCo (or promptly paid by Seller to each ProjectCo if any such Tax Refund is received by Seller or any Affiliate of Seller). (b) Any Tax Refund that relates to each ProjectCo that is attributable to a Pre-Closing Period shall be the property of Seller and shall be retained by Seller (or promptly paid by each ProjectCo or Buyer to Seller if any such Tax Refund is received by each ProjectCo or Buyer or any of their Affiliates). (c) In applying Sections 8.3(a) and (b), any Tax Refund for a taxable period that includes but does not end on the Closing Date shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with the principles of Sections 8.2(b) and (c).

Carryovers, Refunds, and Related Matters. (a) Any refund or credit of Taxes (including any interest thereon) received by New Alkermes or any of the New Alkermes Group Entities and that is a refund or credit of Taxes with respect to a Pre-Closing Period, other than any such refunds or credits that are accounted for in the Closing Modified Working Capital, shall be for the account of Elan and shall be promptly reimbursed to Elan or its designee by New Alkermes or the New Alkermes Group Entity. (b) Any refund or credit of Taxes (including any interest thereon) that relates to any of Alkermes, New Alkermes, the New Alkermes Group Entities or their respective Subsidiaries and that is a refund or credit of Taxes with respect to a Post-Closing Period that is received by Elan or any of its Subsidiaries or Affiliates shall be the property of Alkermes, New Alkermes, the New Alkermes Group Entity or their relevant Subsidiary and shall be promptly paid by Elan to such Person. (c) In applying Sections 7.4(a) and 7.4(b), any refund or credit of Taxes (including any interest thereon) for a Straddle Period shall be allocated between the Pre-Closing Period and the Post-Closing Period in accordance with Section 7.3.

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. (b) If after the Closing Date, the Company or any of its Affiliates receives a refund of any Tax that is attributable to a Pre-Closing Tax Period, then the Purchaser will cause the Company or the Affiliate of the Company, as the case may be, to promptly pay 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, the amount of such refund together with any interest thereon, and, in the case of the Phantom Unit Holders, as directed by the Phantom Unit Holder Representative, unless such refund is attributable to the carryback of a Tax item attributable to a Post-Closing Tax Period. (c) In applying Section 10.7(a) and Section 10.7(b) hereof, any refund of Taxes (including any interest thereon) for a Straddle Period will be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in accordance with the principles of this Section 10.7. (d) Amended Tax Returns with respect to any Pre-Closing Tax Period of the Company may not be filed without the prior written consent of the Shareholder and t...

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. (ii) In the event that the Company (or successor thereto) realizes any item of loss or credit for Tax purposes for any post-Closing period, the Company may, in its sole discretion, carry forward such loss or credit.

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. (a) Any refund of Taxes (including any interest thereon) that relates to any Acquired Party, that is attributable to a Pre-Closing Period and is shown as a receivable or other asset on the Closing Date Balance Sheet, shall be the property of such Acquired Party and shall be retained by such Acquired Party (or, if applicable, promptly paid by the Parent to such Acquired Party if any such refund (or interest thereon) is received by the Parent or any of its