Certain Post-Closing Settlement Payments. (a) If the examination of any Federal, state, local or other Tax Return of Cendant, Parent, Holdings, or any of the Transferred Companies for any taxable period ending on or before the Closing Date, the pre-closing portion of any Straddle Period or for any taxable year in which the Merger occurs, shall result (by settlement or otherwise) in any adjustment which permits Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof for one or more periods ending after the Closing Date, in each case in respect of the Transferred Assets, Parent will notify Acquiror and provide it with adequate information so that Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof, as the case may be, can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income (including by way of increase in basis), gains or recapture of tax credits. Upon receipt of such information and upon the reasonable request of Parent, Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies, as the case may be, shall reflect on its Tax Returns (including amended Tax Returns) the information provided above. Acquiror shall pay to Holdings the amount of any resulting Tax Benefits Actually Realized by the Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies (or any of their respective Affiliates).
(b) If the examination of any Federal, state, local or other Tax Return of Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies for any taxable period beginning and ending after the Closing Date or the post-closing portion of any Straddle Period shall result (by settlement or otherwise) in any adjustment which permits Parent (or its Affiliates) to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Parent (o...
Certain Post-Closing Settlement Payments. (i) Refunds and Overpayments. If, after the Closing, Parent or its Affiliates (a) receive any refund, or (b) applies any overpayment of Taxes with respect to any Pre-Closing Period (except to the extent reflected in the Financial Statements as a current asset) which, in either case (a) and (b), (i) relate to a Tax paid by any Business Subsidiary or (ii) is the subject of indemnification by Seller, Parent shall promptly pay, or cause to be paid, to Seller an amount in aggregate equal to the refund or overpayment (including interest) received or applied by Parent or its Affiliates. Parent agrees to notify Seller promptly of the receipt of any such refund or application of any such overpayment;
Certain Post-Closing Settlement Payments. (i) Purchaser's Claiming, Receiving or Using Refunds and Overpayments. Except as provided in Section 4.11(j)(ii), if, after the Closing Date, Purchaser, Flavors or any of their subsidiaries receive any refund, or utilize the benefit of any overpayment of Taxes which, in either case, (A) relates to a Tax paid by Seller or any of its affiliates on or prior to the Closing Date, or (B) is the subject of indemnification by Seller under this Agreement, Purchaser shall promptly transfer, or cause to be transferred, to Seller the entire amount of the refund or overpayment (including interest) received or utilized by Purchaser. Purchaser shall notify Seller promptly after the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or utilization of any such overpayment. Purchaser shall as promptly as practicable claim any such refund or utilize any such overpayment and shall furnish to Seller all information, records and assistance necessary to verify the amount of the refund or overpayment;
(ii) Purchaser's Carryback of Post-Closing Losses. Purchaser may carry back any Tax losses or credits to any taxable period of Seller or Flavors ending on or prior to the Closing Date and shall be entitled to retain the refund or other benefit resulting therefrom; provided, however, that Purchaser shall indemnify Seller from, against and in respect of all Taxes relating directly or indirectly to such carry back;
Certain Post-Closing Settlement Payments. (a) Buyer's Claiming, Receiving or Using of Refunds and Overpayments. Other than as set forth in Section 6.17, if, after the Closing, Buyer or its affiliates (a) receive any refund, or (b) applies any overpayment of Taxes with respect to a taxable period ending on or before the Closing (except to the extent reflected in the Company Financial Information as a current asset) which, in either case (a) and (b), (i) relate to a Tax paid by the Company or any of its Subsidiaries or (ii) is the subject of indemnification by the Sellers hereunder, Buyer shall promptly pay, or cause to be paid, to the Sellers' Committee for the benefit of the Sellers an amount in aggregate equal to the refund or overpayment (including interest) received or applied by Buyer or its affiliates. Buyer agrees to notify the Sellers' Committee promptly of both the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or application of any such overpayment. Buyer agrees to claim any such refund or to apply any such overpayment as soon as possible and to furnish to the Sellers' Committee all information, records and assistance necessary to verify the amount of the refund or overpayment.
Certain Post-Closing Settlement Payments. (i) Upon the exercise of an option to purchase the capital stock of Xxxxxxx PLC (a "Seller Option") by an employee or former employee of the Company or any of its Subsidiaries and the payment of cash or other property by the Seller (or its designated agent) to the holder of the Seller Option, the Buyer shall pay or cause the Company to pay to the Seller the amount of any Tax Benefit attributable to any payment described in this Section 4.7(h)(i) within 30 days of the filing of the Tax Return upon which such Tax Benefit is reported.
(ii) For purposes of this Agreement, "Tax Benefits" shall mean the sum of (A) the product of (1) the sum of any increased deductions or losses or decreases in income or gains then allowable (including by way of amended Tax Returns), and (2) 42%; (B) the sum of increased tax credits or decreases in recapture of tax credits then allowable;
Certain Post-Closing Settlement Payments. If the examination of, or amendment or other adjustment to, a Tax Return of a Company for a taxable period (or portion thereof) ending on or before the Closing Date results (by settlement, assessment, or otherwise) in any adjustment which permits Buyer or any of its Affiliates (including a Company) to increase the amount of deductions, losses or Tax credits, or to decrease the amount of income, gains or the recapture of Tax credits, which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Buyer or any of its Affiliates (including a Company) for one or more periods ending after the Closing Date (a “Post-Closing Tax Adjustment”), Buyer shall promptly (i) notify the Sellers’ Representative of such Post-Closing Tax Adjustment, and (ii) pay to the Sellers’ Representative the Tax Benefit attributable to such Post-Closing Adjustment within ten Business Days.
Certain Post-Closing Settlement Payments. If the examination of ---------------------------------------- any federal, state, local or other Tax Return of Seller for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Purchaser or the Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Purchaser or the Company for one or more periods ending after the Closing Date, Seller shall notify Purchaser and provide it with adequate information so that Purchaser can reflect on its or the Company's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Purchaser shall pay to Seller, within 30 days of the receipt of such information, the lesser of the amount of any resulting tax benefits to Purchaser or the Company and the amount of any Tax liability to Seller which would not have arisen but for the adjustment giving rise to the tax benefit.
Certain Post-Closing Settlement Payments. (a) If the examination of any federal, state, local or other Tax Return of the Buyer under Section 8.1(b) shall result (by settlement or otherwise) in any adjustment which permits the Sellers or its Affiliates to increase deductions, losses or Tax credits or decrease the income, gains or recapture of Tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by the Sellers or its Affiliates for one or more periods for which it is required to file a Tax Return, the Buyer shall notify the Sellers and provide it with adequate information so that the Sellers can reflect on its or the appropriate Affiliate’s Tax Returns such increases in deductions, losses or Tax credits or decreases in income, gains or recapture of Tax credits. The Sellers shall pay to the Buyer, within 30 days of the receipt of such information, the amount of any resulting Tax Benefits.
Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of the Seller for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment that permits the Purchaser, the Company, or any Company Subsidiary to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by the Purchaser, the Company, or any Company Subsidiary for one or more periods beginning and ending within ten (10) years after the Closing Date, the Seller shall notify the Purchaser and provide it with adequate information so that the Purchaser can reflect on its, the Company's, or Company Subsidiary's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. The Purchaser shall pay to the Seller, within thirty (30) days of the filing of the Tax Returns for the taxable year in which the Tax Benefit was realized, the amount of any resulting Tax Benefit. "Tax Benefit" shall mean the amount of any refund, credit or reduction in otherwise required Tax payments, including any interest payable thereon, actually realized, provided, that, for these purposes, Tax items shall be taken into account in accordance with the ordering principles of the Code or other applicable law. For purposes of this Section 6.7(d)(i), estimated Tax payments shall not be considered Tax Returns and Tax Benefits shall be based on Tax Returns as filed.
Certain Post-Closing Settlement Payments. (a) If, after Closing, Buyer or its Affiliates receive any refund, or utilize the benefit of any overpayment, of Taxes that were paid by Seller or any of its Affiliates, Buyer will promptly transfer, or cause to be transferred, to Kodak the entire amount of the refund or overpayment (including interest) received or utilized by Buyer or its Affiliates (net of any Taxes payable with respect thereto). Promptly after receiving a
