Refunds and Benefits Sample Clauses

Refunds and Benefits. If any Lender, the Issuing Bank or the Administrative Agent receives a refund or credit in respect of any Taxes or Other Taxes for which such Lender, Issuing Bank or the Administrative Agent has received payment from the Borrower (whether under Sections 4.06(a) or (c) or otherwise), and to the extent that such payment by the Borrower reduced the tax burden that such Lender, the Issuing Bank or the Administrative Agent was or shall be required to pay (such tax burden reduction hereinafter called the "tax benefit"), such Lender, Issuing Bank or the Administrative Agent, as the case may be, shall promptly notify the Borrower of such refund, credit or tax benefit and shall, if no Default or Event of Default has occurred and is continuing promptly thereafter (or promptly upon receipt or realization, if the Borrower has requested application for such refund, credit or tax benefit pursuant hereto), pay an amount equal to such refund, credit or tax benefit to the Borrower without interest (but with any interest so refunded or credited), provided that the Borrower, upon the request of such Lender, the Issuing Bank or the Administrative Agent, agrees to return such refund, credit or tax benefit (plus penalties, interest or other charges) to such Lender or the Administrative Agent to the extent such Lender or the Administrative Agent is required to repay such refund, credit or tax benefit (plus penalties, interest or other charges).
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Refunds and Benefits. Any Tax refund to the extent relating solely to a pre-Closing Date period (other than any such refund included as a Current Asset on the Closing Statement of Net Working Capital and taken into account as an asset for purposes of calculating the purchase price adjustment in Section 2.08) including any interest with respect thereto (and any other benefit obtained through a reduction in Tax Liability for a post-Closing Date period through an offset of an amount otherwise payable with an amount otherwise refundable to a Mexican Subsidiary) relating to a Mexican Subsidiary or a Transferred Asset for any taxable period (or portion thereof) ending on or before the Closing Date shall be the property of the Sellers, and the amount of such refund or benefit, if not received by the Sellers, shall be paid over by the Purchaser to the relevant Seller within five Business Days of the earlier of receipt or entitlement thereto; provided, that, in the case of any taxable period that begins on or before the Closing Date and ends after the Closing Date, any Tax refund (or other benefit) shall be equitably apportioned between the Purchaser and the Sellers in accordance with the principles set forth in Section 7.01(b) above. The Purchaser shall, if any Seller so requests and at the Sellers’ 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 Sellers are entitled under this Section 7.03. The Purchaser shall permit the Sellers to participate in (at the Sellers’ expense) the prosecution of any such refund claim. This Section 7.03 shall not apply to the use of any net operating loss carry forward or the carry forward of any similar Tax attribute from a pre-Closing Date period to a post-Closing Date period.
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Refunds and Benefits. Any Tax refund, including any interest with respect thereto (and any other benefit obtained through a reduction in Tax Liability for a post-Closing Date period, including without limitation the use of any net operating loss or Tax credit), relating to a Transferred Asset for any taxable period (or portion thereof) ending on or before the Closing Date or for any taxable period beginning before and ending after the Closing Date to the extent allocable to the portion of such period ending on or before the Closing Date, shall be the property of Sellers, and the amount of such refund or benefit, if received by Purchaser rather than any of Sellers, shall be paid over by Purchaser to Sellers within five (5) Business Days after the earlier of receipt or entitlement thereto. Purchaser shall, if any of Sellers so request and at Sellers’ expense, file or cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which any of Sellers are entitled under this Section 7.01. Purchaser shall permit any of Sellers to participate in (at Sellers’ expense) in the prosecution of any such refund claim.
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Related to Refunds and Benefits

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Payment and Benefits In consideration of the promises made in this Release, Employer has agreed to pay Executive the benefits as provided in that certain employment agreement made and entered into as of _________________________, by and between the Parties (the “Employment Agreement”). Executive understands and acknowledges that the benefits described in this Section 2 constitute benefits in excess of those to which Executive would be entitled without entering into this Release. Executive acknowledges that such benefits are being provided by Employer as consideration for Executive entering into this Release, including the release of claims and waiver of rights provided in Section 3 of this Release.

  • Payments and Benefits Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to:

  • Additional Payments and Benefits The Executive shall also be entitled to:

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • Other Payments and Benefits On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

  • Severance Payments; Salary and Benefits The Company agrees to provide Executive with the severance payments and benefits described in Section 4(b) [and Section 4(c)] of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

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