Certain Refunds, Credits and Carrybacks Sample Clauses

Certain Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any refunds or credits of or against any Taxes for which Seller is responsible under Section 7.1 or which were included as liabilities in the calculation of Closing Working Capital as finally determined pursuant to Section 2.8 and included in the calculation of the Final Purchase Price (including, for the avoidance of doubt, any repayment, credit or other recovery of VAT borne by Seller or any of its Affiliates in the Pre-Closing Period). Buyer shall be entitled to any refunds or credits of any member of the Transferred Entity Group of or against any Taxes of such member other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the members of the Transferred Entity Group for any Straddle Period shall be equitably apportioned between Seller and Buyer in accordance with the principles set forth in Section 7.2 and the first sentence of this Section 7.5(a). Each Party that receives a refund or credit to which another Party is entitled under this Section 7.5(a) shall pay, or cause its Affiliates to pay, to the Party entitled to such refund or credit, the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within 15 Business Days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable.
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Certain Refunds, Credits and Carrybacks. (a) Seller shall be entitled to (i) any refunds of or credits against any Taxes for which Seller is responsible under Section 6.1 and (ii) any refunds or credits to which Seller is entitled under Section 6.5(b). Purchaser shall be entitled to any refunds or credits of the Purchased Companies of or against any Taxes other than refunds or credits to which Seller is entitled pursuant to this Section 6.5. Any refunds or credits of Taxes of the Purchased Companies or their respective Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 6.3 and the first sentence of this Section 6.5(a). In the event that a Tax refund or credit in respect of a Straddle Period is less than it would have been had the books actually been closed on the Closing Date because Seller made an estimated payment or overpayment of such Tax that is not otherwise taken into account as a reduction in the definition of Pre-Closing Taxes, then such difference shall be deemed a Tax refund or credit to which Seller is entitled for purposes of this Section 6.5 and Purchaser shall pay such difference to Seller. Each party shall pay, or cause its Affiliates to pay, to the party entitled to a refund or credit of Taxes under this Section 6.5(a), the amount of such refund or credit (including any interest paid thereon and net of any Taxes to the party receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within fifteen (15) days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable. For the avoidance of doubt and to avoid double counting, any amount of Taxes that is previously refunded and paid over to a party to this Agreement shall not be treated as reducing other Tax liabilities for which such party is liable.
Sample 1

Related to Certain Refunds, Credits and Carrybacks

  • Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

  • Apportionment, Application and Reversal of Payments Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

  • Basis Adjustments To the extent an adjustment to the tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

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