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R&D Tax Credits Sample Clauses

R&D Tax Credits. To the extent permitted by Applicable Law, Genentech will be entitled to any tax credits due on account of research and development expenses it pays to Lexicon under this Agreement.
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R&D Tax Credits. 6.11.1 Subject to Clause 6.11.2, NXP guarantees to ST and the Company that the amounts of the R&D Tax Credits will be received by NXP France, or such other relevant Group Company, as the case may be, ultimately within twenty (20) Business Days after the last day of the month set for those payments, in accordance with the table set out below. December 2005 € 5.498.435 June 2009 December 2006 € 10.000.000 June 2010 December 2007 € 3.660.000 June 2011 December 2006 € 1.894.931 June 2010 December 2007 € 6.990.500 June 2011 December 2005 € 1.492.872 June 2009 December 2006 € 365.693 June 2010 December 2007 € 133.000 June 2011 6.11.2 The guarantee by NXP, as set out in Clause 6.11.1, shall not apply if ST and/or the Company or any of its Affiliates, as applicable, takes any action or refrains from taking any action that adversely affects receipt of the R&D Tax Credits in the amounts and ultimately by the dates, as set out in the table in Clause 6.11.1. 6.11.3 If after Closing the Company receives an amount relating to the June 2008 Refunds, then the Company shall pay to NXP the actual amount of these June 2008 Refunds received within thirty (30) Business Days of receipt. 6.11.4 If an amount of the R&D Tax Credits as referred to in Clause 6.11.1 has not been fully received by any Group Company ultimately twenty (20) Business Days after the last day of the month set for those payments, NXP undertakes to pay within ten (10) Business Days of the relevant Group Company’s notice thereof to NXP, to the relevant Group Company as referred to in this notice, (i) if any amount is received, the difference between the amount of the relevant R&D Tax Credit received and the amount of the relevant R&D Tax Credit as referred to in Clause 6.11.1 or (ii) if no amount has been received, the full amount of the relevant R&D Tax Credit as referred to in Clause 6.11. 1. If after receipt of the relevant amount from NXP by the relevant Group Company, any amount of the relevant R&D Tax Credit to which such payment by NXP is related, is received from the relevant Governmental Authority, the relevant Group Company shall repay such amount received from the relevant Governmental Authority to NXP.
Sample 1
R&D Tax Credits. The Purchaser shall procure that the relevant Acquired Subsidiary forward, as soon as reasonably possible, any communication received from any Governmental or Regulatory Authority in respect of an R&D Tax Repayment and shall submit to the relevant Governmental or Regulatory Authority any form of communication requested by the Seller in respect thereof. The Purchaser shall procure that the relevant Acquired Subsidiary pay to the Seller an amount equal to the R&D Tax Repayment in respect of the accounting periods ended or ending September 30, 2009, 2010, 2011 and 2012 (for the avoidance of doubt, solely in respect of any qualifying expenditure incurred by the relevant Acquired Subsidiary on or prior to the Closing Date) within ten (10) Business Days of (i) the receipt of any cash payments from a Governmental or Regulatory Authority with respect to such R&D Tax Repayment or (ii) the receipt by Purchaser of the benefit of such R&D Tax Repayment by reduction in Tax that would otherwise be currently due and payable. For the avoidance of doubt, the payment of an R&D Tax Repayment for the purpose of this Section 10.12, shall include (but not be limited to) the right to claim a credit or set-off in respect of any Tax by the Purchaser or any Acquired Subsidiary or any Affiliate thereof and the Purchaser shall procure that the Acquired Subsidiaries shall not engage in any act or omission that may prejudice or have an adverse effect on the payment of the R&D Tax Repayment.
Sample 1
R&D Tax Credits. (a) The Company shall submit to the Irish Revenue Commissioners a completed Form CT1 (or any replacement thereof or addition thereto) or a relevant claim on behalf of the Company (either an “R&D Claim”) within nine (9) months of December 31, 2013 in respect of any R&D Tax Credits that have not been claimed by the Company on or before Closing for the financial year ended December 31, 2013. (b) Purchaser shall within ten (10) Business Days of: (i) the date on which the Company or an Affiliate of the Company receives written notice (via a notice of assessment or otherwise) from the Irish Revenue Commissioners that any R&D Tax Credit for financial years ending December 31, 2012 or December 31, 2013 has been applied as a deduction or offset against the Company’s corporation tax liability; and/or (ii) the date that any R&D Tax Credit is actually received for the benefit of the Company or an Affiliate of the Company (whether by way of repayment, reduction, deduction or offset against a Tax Liability of the Company or an Affiliate of the Company (as applicable) or cash Tax refund); pay to the Sellers’ Lawyers (for the benefit of the Sellers) an amount equal to the amount of such R&D Tax Credit, provided, however, that Purchaser shall have no liability to pay to the Sellers’ Lawyers the last installment (within the meaning of Section 766(4B)(b) TCA) of the R&D Tax Credit in respect of the year ending December 31, 2013. (c) In the event that any amount of the R&D Tax Credits are not received by the Company or an Affiliate within ten (10) Business Days of the earliest date for the making of payment by the Irish Revenue Commissioners as provided for Section 766 TCA, taking into account the facts and circumstances relating to the relevant claim, the Company shall promptly take all reasonable steps to seek the obtaining of such payment from the Irish Revenue Commissioners. (d) Upon Purchaser or the Company becoming aware of any queries raised or any audit initiated by the Irish Revenue Commissioners relating to the R&D Tax Credits, Company shall promptly (and in any event not more than ten (10) Business Days after Purchaser or the Company becomes aware of such queries and/or audit) give written notice thereof to the Sellers’ Representative. (e) The Company shall take such actions as the Sellers’ Representative may reasonably request in writing to deal with such queries and/or audit and, for the avoidance of doubt, the provisions of Section 8.9 shall not apply. (f) The C...
Sample 1

Related to R&D Tax Credits

  • Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that: (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 23.4 shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; (c) nothing in this Clause 23.4 shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a tax deduction from a payment; and (d) any allocation or determination made by a Creditor Party under or in connection with this Clause 23.4 shall be conclusive and binding on the Borrowers and the other Creditor Parties.

  • FOREIGN TAX CREDITS AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.

  • Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and (b) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

  • 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). (b) To the extent permitted by applicable Law, GGP and Spinco shall waive the right to carryback any Tax Attribute of a member of their respective Groups arising in a Post-Closing Period to a Pre-Closing or Straddle Period; provided, however, that (i) GGP and Spinco may carryback any Tax Attribute if such carryback claim is reported on a Separate Return or is utilized to offset and reduce the liability for MPC Taxes, (ii) GGP may carryback any Tax Attribute if such carryback claim is reported on a Consolidated Return of the GGP Group, and (iii) Spinco may carryback any Tax Attribute if such carryback claim is reported on a Consolidated Return of the Spinco Group. (c) In the event that, notwithstanding Section 5.01(b), GGP or Spinco is required to carryback Tax Attributes in order to avoid losing the benefit of such Tax Attributes, the Party responsible for filing the Tax Return on which such carryback claim is reported will cooperate with the other Party in seeking from the appropriate Taxing Authority any Refund that would be allocated to the other Party pursuant to Section 2.02 and that reasonably would result from such carryback (including by filing an amended Tax Return) at the other Party’s cost and expense; provided, however, that no Party shall be required or permitted to seek such Refund to the extent that such Refund would reasonably be expected to result in a Tax Detriment to a GGP Entity or a Spinco Entity, as the case may be, (including through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), in each case, without the prior written consent of GGP or Spinco, as applicable, which consent shall not be unreasonably withheld or delayed.

  • Refunds and Tax Benefits Except to the extent included as a current asset or contra-liability in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6 or arising from the carryback of any loss generated by any Company in any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date, any Tax refunds that are received by Acquiror or the Companies, and any credits in lieu of cash refunds to which Acquiror or the Companies become entitled, in each case, that relate to Taxes of the Companies with respect to Tax periods or portions thereof ending on or before the Closing Date and including any interest paid thereon (collectively, “Seller Tax Refunds”) shall be for the account of Sellers and their Affiliates (other than the Companies). Acquiror shall promptly notify Sellers in writing of any Seller Tax Refunds received by or payable to the Companies after the Closing. Acquiror shall pay over to Sellers any such Seller Tax Refund, net of (1) any reasonable out-of-pocket costs associated in obtaining such amounts, (2) any Tax required to be withheld on such payment, and (3) any applicable Taxes imposed on Acquiror as a result of the receipt of such Seller Tax Refund, within thirty (30) days after receipt thereof. Acquiror shall cooperate, and cause the Companies to cooperate, as is reasonably requested by Sellers, in obtaining any Seller Tax Refund that Sellers reasonably believe should be available, including without limitation, through filing appropriate forms with the applicable Governmental Authority, provided that Seller shall bear the costs thereof. If there is a subsequent reduction by a Governmental Authority (or by virtue of a change in applicable Tax law), of any amounts with respect to which a payment has been made to Sellers by Acquiror pursuant to this Section 7.2(d), then Sellers shall pay Acquiror the amount that has been reduced (net of (x) any Tax required to be withheld on such payment and (y) any reduction in the applicable Taxes imposed on Acquiror as a result of the initial receipt of the relevant Seller Tax Refund) plus any interest or penalties imposed by a Governmental Authority with respect to such reduced amount, except for interest and penalties that are attributable to, and would not have arisen but for the unreasonable delay by Acquiror or any of its Affiliates (including the Companies) to comply with any applicable requirements. Except to the extent included as a current asset or contra-liability in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6, Acquiror shall, in respect of any time or period falling on or prior to the Closing Date (including, without limitation, any overlapping period as defined in Section 142 of CTA 2010), make, give or enter into, or cause the Companies to make, give or enter into, any claims, elections, surrenders, notices, consents or filings (in each case, without payment) (whether unconditional or conditional, whether or not forming part of any other Tax Return, whether provisional or final, and including amendments to or withdrawals of earlier claims, elections, surrenders, notices or consents, whether or not made before or after the Closing) as Sellers may direct in connection with a Surrender.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

  • Tax Deductions With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors at the time the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD shall claim any federal, state and/or local Tax deductions after the Final Separation Date, and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction shall pay to the other party an amount that places the other Party in a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within ninety (90) days of filing the last Tax return necessary to make the determination described in the preceding sentence.

  • Deductions Upon the termination of the Lease, the Landlord may deduct the following from the Security Deposit: Unpaid rent; Late fees; Unpaid utilities Cost of repairs beyond ordinary wear and tear; Cleaning fee in the amount of $ ; Early Termination Fee Brokerage fees Others: .

  • Withholdings; Deductions The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Employee.

  • Credits An employee shall earn sick leave credits at the rate of nine decimal three seven five (9.375) hours for each calendar month for which such employee receives pay for at least seventy-five (75) hours.

Most Referenced Clauses

Most Referenced Definitions