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.

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.

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.

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...

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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) If any member of the Non-Filing Party’s Group generates a Tax Attribute during a Post-Distribution Period that can be carried back to a Pre-Distribution Period, then, upon the request of the Non-Filing Party, the Filing Party, at the Non-Filing Party’s expense, shall file (or shall cause the appropriate member of its Group to file) a claim for refund arising from such carryback and will pay to the Non-Filing Party the actual Tax Benefit from the carryback within thirty days of Effective Realization by any member of the Filing Party’s Group. Such Tax Benefit shall be equal to the excess of (i) the amount of Tax that would have been payable (or of the Tax refund actually receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return for such period in the absence of such carryback, over (ii) the amount of Tax actually payable for such period (or of the Tax refund that would have been receivable) by the Party (or member of its Group) liable for the Tax reported on such Tax Return. In the absence of controlling legal authority, if the SnackCo Post-Distribution Group and the GroceryCo Post-Distribution Group can both carryback Tax Attributes from the same Post-Distribution Period to a Pre-Distribution Period and both Parties Tax Attributes cannot be fully utilized, the Tax Attributes of both Groups shall be carried back proportionately to the Tax Attributes each Party is seeking to utilize. (b) If, subsequent to the payment by the Filing Party to the Non-Filing Party of any amount pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement, there shall be a Final Determination that results in a disallowance or a reduction of the Tax Attributes of the Non-Filing Party’s Group so carried back, the Non-Filing Party shall repay to the Filing Party, within thirty days after such Final Determination, any amount that would not have been payable to the Non-Filing Party pursuant to (or in accordance with the principles of) Section 4.01(a) of this Agreement had the Tax Benefit been determined in light of the Final Determination. In addition, the Non-Filing Party shall hold each member of the Filing Party’s Group harmless from any penalty or interest payable by any member of the Filing Party’s Group as a result of any such Final Determination. Any such amount shall be paid by the Non-Filing Party within thirty days of the payment by the Filing Party’s Group of any such penalty or interest. (c) For purposes of this Section 4.01, GroceryCo (or the applicable member of the GroceryCo Post-Distribution Group) shall be considered the Filing Party for all State Income Tax Returns for which it is liable for the Tax under Section 2.01 of this Agreement.
Refunds and Tax Benefits (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.
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 CVC Employees or CVC Directors at the time the Equity Compensation becomes taxable and individuals who are Former CVC Employees at such time, CVC shall claim any federal, state and/or local tax deductions after the Distribution Date, and MSG shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the MSG Group at the time the Equity Compensation becomes taxable and individuals who are Former MSG Employees at such time, MSG shall claim any federal, state and/or local tax deductions after the Distribution Date, and CVC shall not claim such deductions. If either CVC or MSG determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to CVC or MSG pursuant to this Section 7.3 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both 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 7.3. Such amount shall be paid within 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.

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