Common use of Refunds and Carrybacks Clause in Contracts

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) 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 DateExcluded Income Taxes. (b) The Buyer and/or its AffiliatesExcept as otherwise provided herein, Buyer, the Company or the Subsidiaries, 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 Dateany of its Subsidiaries, other than refunds or credits of Excluded Income Taxes. (c) The Buyer shall cause the Company and the Subsidiaries promptly to forward to Seller or to reimburse the Seller for any such refunds (including any interest paid thereon) or credits due Seller (pursuant to the Seller terms of this Article VII) after receipt thereof, and Seller and the Seller Continuing Affiliates shall promptly forward to Buyer (pursuant to the Buyer terms of this Article VII) 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, agrees that none of the Company or the Subsidiaries shall not elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date and which relates to or affects any Excluded Income Tax ("Subsequent Loss") into any taxable period ending on or before the Closing Date. If a Subsequent Loss is carried back into any taxable period ending on or before the Closing Date, Seller shall be entitled to any refund of Taxes realized as a result thereof.

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 DateExcluded Income Taxes. (b) The Buyer and/or its AffiliatesExcept as otherwise provided herein, Buyer, the Company or the Subsidiaries, as the case may be, shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes of any of the Company attributable to taxable periods beginning (or deemed pursuant to Section 7.2(b) to begin) after any of the Closing DateSubsidiaries, other than refunds or credits of Excluded Income Taxes. (c) The Buyer shall cause the Company and the Subsidiaries promptly to forward to Seller or to reimburse the Seller for any such refunds (including any interest paid thereon) or credits due Seller (pursuant to the Seller terms of this Article VII) after receipt thereof, and Seller and the Seller Continuing Affiliates shall promptly forward to Buyer (pursuant to the Buyer terms of this Article VII) 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, agrees that none of the Company or the Subsidiaries shall not elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date and which relates to or affects any Excluded Income Tax ("Subsequent Loss") into any taxable period ending on or before the Closing Date. If a Subsequent Loss is carried back into any taxable period ending on or before the Closing Date, Seller shall be entitled to any refund of Taxes realized as a result thereof.

Refunds and Carrybacks. (a) The Seller For a period of two years following the Closing Date, Sellers shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes of received by the Company Acquired Companies attributable to taxable periods ending (or deemed pursuant to Section 7.2(b9.2(b) to end) on or before the Closing Date to the extent attributable to (A) Taxes paid by or on behalf the Acquired Companies on or prior to the Closing Date, or (B) Taxes paid by the Sellers hereunder with respect to the Acquired Companies (such amounts, “Seller Refunds”). (b) The Buyer and/or 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 Acquired Companies for Taxes attributable to taxable periods beginning (or deemed pursuant to Section 7.2(b9.2(b) to begin) after the Closing Date. (c) The Buyer shall pay to GB Ltd. any Seller Refunds (reduced by any reasonable cost or other expense attributable to the receipt or payment of such Tax refund) within ten (10) days after receipt thereof, and GB Ltd. shall promptly forward to Buyer or reimburse the Seller Buyer 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 within ten (including any interest paid thereon10) or credits due the Buyer days after receipt thereof. (d) The Buyer and the Seller GB Ltd. agree that, with respect to any Tax, none of the Company Acquired Companies 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) The Seller shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes of the Company Autopal attributable to taxable periods ending (or deemed pursuant to Section 7.2(b9.5(c) to end) on or before the Closing Date, including any credit attributable to any overpayment of estimated Taxes paid by Autopal on or prior to the Closing Date to the extent such overpayment of estimated Taxes exceeds the liability for such Tax allocated to Seller under Section 9.5(c). (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 Autopal attributable to taxable periods beginning (or deemed pursuant to Section 7.2(b9.5(c) to begin) after the Closing Date. (c) The Buyer shall promptly forward to to, or reimburse the reimburse, Seller for any such refunds (including any interest paid thereon) or credits due the Seller Sellers 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 Autopal shall not carry back any item of loss, deduction 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.