Refunds and Carrybacks. (a) Chronimed shall be entitled to an amount equal to any refunds or credits of Taxes attributable to taxable periods ending before the Effective Date and attributable to Taxes allocated to Chronimed under Section 8.4. MGI shall be entitled to an amount equal to any refunds or credits of Taxes attributable MGI or the Business for taxable periods beginning on or after the Effective Date (except for Taxes described in Sections 8.2(b), 8.3(b) and 8.6) and attributable to Taxes allocated to MGI under Section 8.4. Refunds of credits of Taxes described in Sections 8.2(b), 8.3(b), and 8.6 shall be allocated to Chronimed and MGI in proportion to the parties' liability hereunder for such Taxes.
(b) MGI shall promptly forward to Chronimed or reimburse Chronimed for any refunds or credits due Chronimed (pursuant to the terms of this Article VIII) after receipt thereof, and Chronimed shall promptly forward to MGI or reimburse MGI (pursuant to the terms of this Article VIII) for any refunds or credits due MGI after receipt thereof.
(c) Chronimed agrees to pay to MGI the Income Tax benefit from its use of an item of loss, deduction or credit of the Business or MGI, or a carryback thereof, which arises in any taxable period beginning on or after the Effective Date (or is attributable to the portion of the taxable period on or after the Effective Date for a Tax period that begins before the Effective and ends after the Effective Date); provided, however, that if such use permanently prevents Chronimed from receiving a Tax benefit from its own loss, deduction, or credit carryback, MGI shall reimburse Chronimed for such payment to the extent of such lost Tax benefit at the time Chronimed would have received such benefit. Unless Chronimed otherwise agrees in writing, MGI agrees to elect under Section 172(b)(3) of the Code, and any corresponding state or foreign statutes, to relinquish any right to carryback net operating losses (in which event no payment is due from Chronimed to MGI).
(i) If (xx) any adjustment is made to any Return where the adjustment relates to the Tax Liability of Chronimed or any of its Affiliates (including, prior to the Effective Date, MGI) for any period prior to the Effective Date or under Section 8.2(b) and there is a correlative offsetting adjustment to any Return applicable to the Business or MGI or any of its Affiliates for any period on or after the Effective Date (including Chronimed's combined or consolidated Return including MGI for the peri...
Refunds and Carrybacks. (a) Sellers shall be entitled to any refunds (including any interest paid thereon) or credits for Taxes attributable to taxable periods ending (or deemed pursuant to Section 8.2(b) to end) on or before the Closing Date.
(b) Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) or credits for Taxes attributable to taxable periods beginning (or deemed pursuant to Section 8.2(b) to begin) after the Closing Date.
(c) Buyer shall forward to or reimburse PKI for any refunds (including any interest paid thereon) or credits due Sellers after receipt thereof, and PKI shall promptly forward to Buyer or reimburse Buyer for any refunds (including any interest paid thereon) or credits due Buyer after receipt thereof.
(d) Buyer and PKI agree that, with respect to any Tax, none of the Acquired Companies shall carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date to any taxable period ending on or before the Closing Date.
Refunds and Carrybacks. (a) The Seller shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes of the Company attributable to taxable periods ending (or deemed pursuant to Section 7.2(b) to end) on or before the Closing Date.
(b) The Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes of the Company attributable to taxable periods beginning (or deemed pursuant to Section 7.2(b) to begin) after the Closing Date.
(c) The Buyer shall forward to or reimburse the Seller for any such refunds (including any interest paid thereon) or credits due the Seller after receipt thereof, and the Seller shall promptly forward to the Buyer or reimburse the Buyer for any such refunds (including any interest paid thereon) or credits due the Buyer after receipt thereof.
(d) The Buyer and the Seller agree that, with respect to any Tax, the Company shall not carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date to any taxable period ending on or before the Closing Date.
Refunds and Carrybacks. (a) Seller shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods ending (or deemed pursuant to Section 4.4(b) to end) on or before the Closing Date to the extent such refunds (including any interest paid thereon) or credits were not included in the Closing Date Balance Sheet. Purchaser shall promptly notify Seller in writing of any Tax refund(s) received by or payable to the Company after the Closing in respect of periods before or including the Closing Date.
(b) Purchaser, the Company, and/or their Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes attributable to (i) taxable periods beginning (or deemed pursuant to Section (b) to begin) after the Closing Date and (ii) taxable periods ending (or deemed pursuant to Section 4.4(b) to end) on or before the Closing Date to the extent such refunds (including any interest paid thereon) or credits were included in the Closing Date Balance Sheet.
(c) Purchaser shall, or shall cause the Company promptly to, forward to or reimburse Seller for any refunds (including any interest paid thereon) or credits due Seller (pursuant to the terms of this Agreement) after receipt thereof, and Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds (including any interest paid thereon) or credits due Purchaser after receipt thereof.
(d) Purchaser and Seller agree that the Company shall not carry back in respect to any consolidated, combined or unitary Return any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date to any taxable period ending on or before the Closing Date.
Refunds and Carrybacks. (a) Sellers shall be entitled to any refunds (including any interest paid thereon) for Taxes of the Acquired Companies or with respect to the Acquired Assets attributable to Pre-Closing Tax Periods (whether received in cash or credited against any Taxes) to the extent such Taxes were paid by PKI or any Affiliate of PKI pursuant to Section 7.1(a) or Section 7.1(b) or are subject to indemnification under Section 7.1(f) or are Excluded Liabilities, except to the extent such refunds were included in the calculation of Closing Indebtedness or Working Capital.
(b) Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) for Taxes of the Acquired Companies or with respect to the Acquired Assets attributable to Post-Cutover Tax Periods (whether received in cash or credited against other Taxes) to the extent such refunds are not described in Section 7.3(a).
(c) Buyer shall promptly forward to or reimburse PKI for any such refunds described in Section 7.3(a) (including any interest paid thereon) due Sellers after receipt or credit thereof, and PKI shall promptly forward to Buyer or reimburse Buyer for any such refunds (including any interest paid thereon) due to Buyer after receipt or credit thereof.
(d) Xxxxx and PKI agree that, with respect to any Tax, none of the Acquired Companies shall carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date to any taxable period ending on or before the Closing Date.
Refunds and Carrybacks. 29 7.4 Cooperation on Tax Matters; Tax Audits........................................29 7.5
Refunds and Carrybacks. (a) Pages shall be entitled to an amount equal to any refunds or credits of Taxes attributable to taxable periods (or portions thereof, determined in accordance with Section 7.03(b)) ending on or before the Distribution Date, other than any such refunds or credits provided for in the financial statements of CA Short.
(b) CA Short shall be entitled to any refunds or credits of Taxes attributable to taxable periods (or portions thereof, determined in accordance with Section 7.03(b)) beginning on or after the Distribution Date or provided for in the financial statements of CA Short.
(c) CA Short agrees that, with respect to any Tax, CA Short shall not carry back any item of loss, deduction or credit which arises in any taxable period ending after the Distribution Date ("subsequent loss") into any taxable period ending on or before the Distribution Date. If a subsequent loss with respect to any Tax is carried back into any taxable period ending on or before the Distribution Date, Pages shall be entitled to any refund or credit of Taxes realized as a result thereof.
Refunds and Carrybacks. (a) Seller shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods ending (or deemed pursuant to Section 9.2(b) to end) on or before the Closing Date.
(b) Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods beginning (or deemed pursuant to Section 9.2(b) to begin) after the Closing Date.
(c) Buyer shall forward to or reimburse Seller for any refunds (including any interest paid thereon) or credits due Seller after receipt thereof, and Seller shall promptly forward to Buyer or reimburse Buyer for any refunds (including any interest paid thereon) or credits due Buyer after receipt thereof.
Refunds and Carrybacks. 52 9.6 Cooperation on Tax Matters; Tax Audits..........................52 9.7 Termination of Tax-Sharing Agreements...........................53 ARTICLE X DEFINITIONS........................................................53 ARTICLE XI MISCELLANEOUS......................................................65 11.1 Press Releases and Announcements................................65 11.2 No Third Party Beneficiaries....................................65 11.3
Refunds and Carrybacks. (a) Seller shall be entitled to any refunds (including any interest received thereon) or credits of Taxes attributable to the direct or indirect ownership or operation of the Acquired Assets or the Business for taxable periods (or portions thereof) ending on or before the Closing Date (determined in accordance with the principles of Section 8.2(b)).
(b) Buyers and/or their Affiliates, as the case may be, shall be entitled to any other refunds (including any interest paid thereon) or credits of Taxes attributable to the direct or indirect ownership or operation of the Acquired Assets or the Business
