Common use of Newco Tax Refunds Clause in Contracts

Newco Tax Refunds. Newco shall be entitled to any Tax Refunds (including, in the case of any refund received, any interest actually received on or in respect thereof) received by any member of the Xxxxxxx Group or any member of the Newco Group after the Closing Date (i) with respect to any Tax for which a member of the Newco Group is liable under this Agreement (including, for the avoidance of doubt, any amounts allocated to Newco pursuant to Section 3(c)(ii)) or (ii) resulting from an Xxxxxxx Contributed Subsidiary Carried Item to the extent provided in Section 6.

Appears in 4 contracts

Samples: Tax Matters Agreement (Aspen Technology, Inc.), Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Stockholders Agreement (Emerson Electric Co)

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Newco Tax Refunds. Newco shall be entitled to any Tax Refunds (including, in the case of any refund received, any interest actually received on or in respect thereof) received by any member of the Xxxxxxx Group or any member of the Newco Group after the Closing Date (i) with respect to any Tax for which a member of the Newco Group is liable under this Agreement (including, for the avoidance of doubt, any amounts allocated to Newco pursuant to Section 3(c)(ii)) or (ii) resulting from an Xxxxxxx Emerson Contributed Subsidiary Carried Item to the extent provided in Section 6.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

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Newco Tax Refunds. Newco shall be entitled to any Tax Refunds (including, in the case of any refund received, any interest actually received on or in respect thereof) received by any member of the Xxxxxxx Exxxxxx Group or any member of the Newco Group after the Closing Date (i) with respect to any Tax for which a member of the Newco Group is liable under this Agreement (including, for the avoidance of doubt, any amounts allocated to Newco pursuant to Section 3(c)(ii)) or (ii) resulting from an Xxxxxxx Exxxxxx Contributed Subsidiary Carried Item to the extent provided in Section 6.

Appears in 1 contract

Samples: Stockholders Agreement (Emerson Electric Co)

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