Income Tax Refunds. The Shareholders have no claim to or interest in any income tax refunds which Target may receive after the Closing Date relating to tax periods prior to the Closing Date.
Income Tax Refunds. With respect to any pending or subsequently filed claim for refund of any income Taxes of the Company in respect of any taxable period, or portion thereof, ending prior to the Closing Date, or any claims or actions for refund of such income Taxes by any Seller, the Buyer agrees that the Sellers will retain the right, with the cooperation of the Company, to prosecute, settle or abandon, on behalf of themselves or the Company, each of such claims or actions at such Sellers’ expense; provided, however, that neither the Sellers nor the Company will prosecute, settle or abandon any such claim or action in a manner that may have an adverse effect on the other parties’ tax position or indemnification obligations under this Agreement. The Buyer further agrees to use its reasonable efforts to cause the Company to provide the Sellers, at the Seller’s sole cost and expense, with all reasonable cooperation in obtaining such refunds and to make the records and personnel of the Company available to assist the Sellers to prosecute any such claim or action for refund. In the event that any income Tax refund is received by the Company in respect of any period, or portion thereof, ending prior to the Closing Date, the Company will pay to the Sellers an amount equal to such refund plus any interest earned on such refund, net of any income Taxes required to be paid by the Company as a result of receiving such refund.
Income Tax Refunds. (a) From and after the Closing, at the request of the Seller Representative and at the Sellers’ sole expense, Purchaser shall cause the Companies to use commercially reasonable efforts to collect any Income Tax refund with respect to any Pre-Closing Tax Period. Within fifteen (15) days after the Companies receive a refund of Income Taxes with respect to a Pre-Closing Tax Period, Purchaser shall cause the Companies to pay (i) to Seller Representative for the benefit of the Stockholders an amount equal to each Stockholder’s Fully Diluted Ownership Percentage of such refund of Income Taxes of the Companies in respect of any Pre-Closing Tax Period, together with any interest thereon and (ii) to each Optionholder, through the payroll system of Holdings or any of its Subsidiaries, such Optionholder’s Fully Diluted Ownership Percentage of such refund and interest less the amount of the Option Taxes required to be withheld from such payment; provided, that the amounts payable to the Seller Representative under this sentence shall be reduced by any costs and expenses incurred by Purchaser, the Companies or any of their Affiliates in connection with the collection of such refund or the payment of such refund to the Seller Representative and/or each Optionholder; provided, further, that the Stockholders and Optionholders shall be required to promptly repay their respective shares of any refunds of Income Taxes received pursuant to this sentence to the Purchaser to the extent the Companies (or any of their Affiliates) are subsequently required to return such refunds to a Taxing Authority. Purchaser and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Parties and at the requesting Party’s or Parties’ expense, in connection with efforts following the Closing to pursue a refund of Income Taxes for any Pre-Closing Tax Period. For the avoidance of doubt, nothing in this Section 11.3 shall be construed to require Purchaser to carryback any Tax asset or attribute to a taxable period or portion thereof ending on or before the Closing Date.
(b) Unless otherwise required by any Income Tax Law, the Parties agree to treat any Income Tax deduction of a Company attributable to Transaction Expenses and Option Cancellation Payments as a deduction for Income Tax purposes on such Company’s Income Tax Return for the taxable period ending as of the Closing Date (including the portion of any Straddle Period that ends on the Closing Date).
Income Tax Refunds income tax refunds and other tax refunds receivable by the Vendor;
Income Tax Refunds. Any Income Tax refunds that are received by Purchaser, Salvage Disposal, or Xxxx, and any amounts credited against Income Tax to which Purchaser, Salvage Disposal, or Xxxx become entitled, that relate to Income Taxes paid by Salvage Disposal or Xxxx on or prior to the Closing Date or are paid by the Shareholders on behalf of Salvage Disposal or Xxxx shall be for the account of the Shareholders, and Purchaser shall pay over to the Shareholders any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto.
Income Tax Refunds. All claims, rights and interest in and to any refunds of federal, state or local franchise, Taxes in respect of income (but not other Taxes, including sales/use Taxes) for all taxable periods ending prior to, on or after the Closing Date that have been paid by Seller (and not reimbursed by Buyer) or are the responsibility of Seller hereunder, except to the extent included in the Closing Working Capital.
Income Tax Refunds. Any Income Tax Refunds that are received by Purchaser or the Companies, and any amounts credited against the Income Tax to which Purchaser or the Companies become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, and Purchaser shall pay over to Seller such refund or the amount of any such credit within 15 days after receipt or entitlement thereto.
Income Tax Refunds investment tax credits, income tax refunds and other tax credits and refunds receivable by the Vendor for the period to and including the Effective Date;
Income Tax Refunds. Any income Tax refunds that are received by Purchaser or the Company, and any amounts credited against income Tax to which Purchaser or the Company becomes entitled, that relate to a Pre-Closing Tax Period shall be for the account of Shareholder, and Purchaser shall pay over to Shareholder any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto, except to the extent such refund was included in the computation of the Working Capital Adjustment Amount.
Income Tax Refunds. Purchaser shall pay (or cause to be paid) to Seller the amount of any foreign, federal or state income Taxes paid by or on behalf of the Company Entities with respect to any Pre-Closing Tax Period (including as a result of any overpayment of income Tax liabilities of the Company Entities that are paid or credited on or prior to the Closing Date and that are not used to satisfy or reduce income Tax liabilities of the Company Entities in respect of a Pre-Closing Tax Period) that are refunded to Purchaser or any of the Company Entities (or applied as a credit against the Taxes of Purchaser or any Company Entity) after the Closing Date (but net of applicable costs and expenses, including Taxes imposed with respect to such refunds or credits), provided that such refund is received or credit applied prior to the fourth anniversary of the Closing Date (such Tax refunds or credits, net of such applicable costs and expenses, the “Pre-Closing Period Income Tax Refunds”). For this purpose, (i) a Tax refund shall be deemed to have been “received by” or “applied as a credit against the Taxes of” Purchaser or a Company Entity if an amount is used to reduce, or is provided or utilized as a credit in respect of, Taxes, and (ii) in the case of a Straddle Period, the Pre-Closing Period Income Tax Refund payable to Seller with respect to such period shall be determined by calculating the Tax for the Pre-Closing Tax Period in a manner consistent with Section 10.02(b) and taking into account payments of such Taxes during the portion of the Straddle Period ending on the Closing Date. Purchaser shall not, absent Seller’s prior written consent, make any Tax carryback or other tax election with respect to a Pre-Closing Tax Period that would reduce the amount of any Pre-Closing Period Income Tax Refund. Seller shall promptly return any Pre-Closing Period Income Tax Refunds to Purchaser in the event Purchaser or the Company Entities are required to repay any amount with respect thereto to any Governmental Entity.
