RECOVERY FROM THIRD PARTIES/TAX SAVINGS Sample Clauses

RECOVERY FROM THIRD PARTIES/TAX SAVINGS. The provisions of paragraph 5 of Schedule 4 shall apply to this Schedule 7.
Sample 1Sample 2
AutoNDA by SimpleDocs
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 11.1 If any payment is made by the Share Sellers under this Schedule or for breach of any Tax Warranty in respect of a tax liability or other matter and any Purchaser or any Target Company (or any person connected with any of them) either receives, or is entitled or may be entitled either immediately or at some future date to recover or obtain, from any person (other than any Purchaser, or any Target Company or any such connected person) a payment or relief which would not have arisen but for the tax liability or other matter in question or the circumstances giving rise thereto (including without limitation in circumstances where a tax liability arises because a deduction or other relief assumed to be available in preparing the Closing Accounts is in fact available only in a subsequent period or periods), then:
Sample 1
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 10.1 If any payment is made by the Seller under this Schedule in respect of a tax liability or other matter and the Purchaser or the Target Company (or any person connected with any of them) either receives, or is entitled or may be entitled either immediately or at some future date to recover or obtain, from any person (other than the Purchaser, the Target Company or any such connected person) a payment or relief which would not have arisen but for the tax liability or other matter in question or the circumstances giving rise thereto (including without limitation in circumstances where a tax liability arises because a deduction or other relief assumed to be available in preparing the Closing Statement is in fact available only in a subsequent period or periods), then:
Sample 1
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 16.1 If any payment is made by the Seller under the Tax Indemnity or for breach of any Tax Warranty in respect of a Liability to Taxation or other matter and the Buyer or the Company (or any person connected with either of them) receives from any person (other than the Buyer or the Company or any such connected person) a payment or relief which would not have arisen but for the Liability to Taxation or other matter in question or the circumstances giving rise thereto (including without limitation in circumstances where a Liability to Taxation arises because a deduction or other relief assumed to be available in preparing the Accounts is in fact available only in a subsequent period or periods), then:
Sample 1
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 11.1 If any payment is made by any Relevant Vendor under this Schedule or for breach of any Tax Warranty in respect of a tax liability or other matter and any Relevant Purchaser, any Sale Company or any Subsidiary (or any person connected with any of them) either receives, or is entitled or may be entitled either immediately or at some future date to recover or obtain, from any person (other than any Relevant Purchaser, any Sale Company or any Subsidiary or any such connected person) a payment or relief which would not have arisen but for the tax liability or other matter in question or the circumstances giving rise thereto (including without limitation in circumstances where a tax liability arises because a deduction or other relief assumed to be available in preparing the Effective Date Statements is in fact available only in a subsequent period or periods), then:
Sample 1
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 12.1 If any payment is made by the Vendor (for itself and as trustee for the Designated Vendor) to the Purchaser (for itself and as trustee for the Designated Purchaser) under this Schedule of a Tax Liability and the Purchaser, any SF Group Company either receives, or is entitled or may be entitled either immediately or at some future date to recover or obtain, from any person (other than the Purchaser, or any SF Group Company) a payment or relief which is attributable to the Tax Liability in question, then:
Sample 1
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 11.1 If any actual payment is made by the Seller under this Schedule or for breach of any Tax Warranty in respect of a Tax liability and the Purchaser or any Target Company (or any person connected with either of them) either receives, or is entitled to recover or obtain, from any person (other than the Purchaser or any Target Company or any such connected person) a payment or Relief (other than a Purchaser's relief) which would not have arisen but for the Tax liability or other matter in question or the circumstances giving rise to such payment (including without limitation in circumstances where a payment under this Schedule is made in respect of a Tax liability which arises because a deduction or other Relief assumed to be available in preparing the Final Closing Statement is in fact available only in a subsequent period or periods), then:
Sample 1
AutoNDA by SimpleDocs
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 11.1 Paragraph 11.2 shall apply to recovery from third parties and paragraph 11.3 shall apply to Tax savings.
Sample 1
RECOVERY FROM THIRD PARTIES/TAX SAVINGS. 10.1 If any payment is made by the Share Sellers under this Schedule in respect of a Tax Liability or other matter and the Share Purchaser or any Target Company (or any person connected with any of them) either receives, or is entitled or may be entitled either immediately or at some future date to recover or obtain, from any person (other than the Share Purchaser, any Target Company or any such connected person) a payment or relief which would not have arisen but for the Tax Liability or other matter in question or the circumstances giving rise thereto (including without limitation in circumstances where a Tax Liability arises because a deduction or other relief assumed to be available in preparing the Closing Statement is in fact available only in a subsequent period or periods), but excluding by reason of the use of set-off of any Share Purchaser’s Relief or any relief taken into account in paragraph 2.1(k), then:
Sample 1

Related to RECOVERY FROM THIRD PARTIES/TAX SAVINGS

  • RECOVERY FROM THIRD PARTIES When an employee disability arises in circumstances which involve a claim against a Third Party, the employee agrees to include in his/her Statement of Claim, the total amount of I.P.P. benefits which have been paid to him/her in respect of the disability. In the event that recovery is made, the employee agrees to repay to the Employer the full amount of the recovery made in respect of IPP benefits.

  • Reimbursement from Third Party Payors The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been and will continue to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or such Restricted Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges. All xxxxxxxx by Holdings, the Borrower and each Restricted Subsidiary pursuant to any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. There has been no intentional or material over-billing or over-collection by the Borrower or any Restricted Subsidiary pursuant to any Third Party Payor Arrangements, other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with respect to such xxxxxxxx.

  • Recovery of Erroneous Payments Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

  • No Third Parties Benefited This Agreement is made and entered into for the sole protection and legal benefit of the Company, the Banks, the Agent and the Agent-Related Persons, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.

  • Payment Processing; Allocation; Priority of Payments (i) The Servicer shall post all payments received to Customer accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than three (3) Business Days after receipt.

  • No Third Parties Benefitted This Agreement is made and entered into for the sole protection and legal benefit of the Borrower, the LC Administrator, the Fronting Bank, the Lenders, the Administrative Agent and the Agent-Related Persons, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Credit Documents.

  • 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.

  • Rights of Reimbursement, Contribution and Subrogation In case any payment is made on account of the Obligations by any Grantor or is received or collected on account of the Obligations from any Grantor or its property:

  • Payments to Third Parties Grantee agrees to hold harmless Grantor when Grantor acts in good faith to redirect all or a portion of any Grantee payment to a third party. Grantor will be deemed to have acted in good faith if it is in possession of information that indicates Grantee authorized Grantor to intercept or redirect payments to a third party or when so ordered by a court of competent jurisdiction.

Time is Money Join Law Insider Premium to draft better contracts faster.