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.
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Refunds and Carrybacks. (ai) Seller Target shall be entitled to any refunds or credits of or against any Target Taxes, and any other Taxes to the extent the Taxes were paid by a Target Affiliate at any time, were paid by a Company on or before the Cut-Off Date, or were accrued on the Statement, except to the extent the refund or credit is shown as an amount equal asset on the Statement (in each case plus any interest received with respect thereto), and Buyer shall, at Target’s expense, cause the Companies to file, or cause to be filed, any claims for such refunds or credits reasonably requested by Target.
(ii) Except to the extent set forth in Section 10(c)(i), the Companies shall be entitled to any refunds (including any interest paid thereon) or credits of Taxes attributable to taxable periods ending the Companies (or deemed pursuant to Section 4.4(b) to end) on or before the Closing Date to the extent such refunds (including plus 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 with respect of periods before or including the Closing Datethereto).
(biii) Purchaser, Buyer or the Company, and/or their Affiliates, as the case may be, Companies 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 Target or reimburse Seller Target for any refunds (including any interest paid thereon) refund or credits due Seller Target (pursuant to the terms of this AgreementSection 10(c)) after receipt or use thereof, and Seller Target shall promptly forward to Purchaser the Companies or reimburse Purchaser the Companies for any refunds (including any interest paid thereon) or credits due Purchaser the Companies (pursuant to the terms of this Section 10(c)) after receipt or use thereof.
(div) Purchaser and Seller agree that Refunds or credits of Income Taxes for a Straddle Period shall be allocated in the Company manner in which Income Taxes are allocated in Section 10(g)(iii).
(v) Neither Buyer, the Companies, nor any of their affiliates shall not elect to carry back in respect to any consolidated, combined or unitary Return any item of loss, deduction deduction, or credit which of Buyer, a Company, or any of their affiliates that arises in any taxable Tax period or portion thereof ending after the Closing Cut-Off Date to into any taxable Tax period or portion thereof of Target, either of the Companies, or any of their affiliates ending on or before the Closing Cut-Off Date.
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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, 12.5.1 Sellers shall be entitled to any refunds of Income Taxes (including any interest paid thereonother than Income Taxes (x) or credits that arise as a result of Taxes attributable to (i) taxable periods beginning (or deemed pursuant to Section (b) to begin) a transaction not in the Ordinary Course of Business and after the Closing Date and (ii) through the end of the taxable periods ending (or deemed pursuant to Section 4.4(b) to end) on or before year that includes the Closing Date or (y) that are imposed as a result of a Regulatory Divestiture) paid by or on behalf of the I/SP Entities (including refunds paid by means of a credit against other or future Tax Liabilities) arising with respect to the extent such Pre-Closing Tax Periods.
12.5.2 Sanofi-Aventis shall be entitled to any refunds of Income Taxes (including any interest paid thereonother than Income Taxes (x) or credits were included that arise as a result of a transaction not in the Ordinary Course of Business and after the Closing through the end of the taxable year that includes the Closing Date Balance Sheetor (y) that are imposed as a result of a Regulatory Divestiture) paid by or on behalf of the Merial Group (including refunds paid by means of a credit against other or future Liabilities) arising subsequent to the SPA Closing Date with respect to Pre-Closing Tax Periods or portions thereof beginning on or after the SPA Closing Date.
12.5.3 Refunds of Income Taxes received by Merial or Sellers or their respective Subsidiaries (cincluding refunds paid by means of a credit against other or future Tax Liabilities) Purchaser shallarising with respect to Straddle Periods or Share Purchase Straddle Periods shall be allocated to whichever of Sellers, Sanofi-Aventis or Merial (or their respective Subsidiaries) initially bore the items to which such refund is attributable.
12.5.4 Merial shall promptly forward, or shall cause the Company promptly to be forwarded, to Sellers, or reimburse, or cause to be reimbursed to, forward to or reimburse Seller for Sellers, any refunds (including any interest paid thereon) or credits due Seller (Sellers pursuant to the terms of this Agreement) Section 12.5 after receipt thereof. In the case of a refund received in the form of a credit against other or future Tax Liabilities, and Seller reimbursement in respect of such refund shall promptly forward to Purchaser or reimburse Purchaser be due in each case on the due date for any refunds (including any interest paid thereon) or credits due Purchaser after receipt thereofpayment of the Taxes against which such refund has been credited.
(d) Purchaser and Seller agree 12.5.5 Merial agrees that the Company I/SP Entities and the Merial Indemnified Tax Entities 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 (“Subsequent Loss”) into any taxable period ending on or beginning before the Closing Date, except as required by law. If an I/SP Entity or a Merial Indemnified Tax Entities carries back any Subsequent Loss into any taxable period beginning before the Closing Date in compliance with the immediately preceding sentence, the Merial Group shall be entitled to any tax benefit or refund of Taxes actually realized as a result thereof.
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Refunds and Carrybacks. (a) Seller Except as provided in (d), ---------------------- AWI shall be entitled to an amount equal to any refunds of Income Taxes paid by or on behalf of AO (including any interest refunds paid thereonby means of a credit against other or future Tax liabilities) or credits of Taxes attributable arising with respect to taxable periods or portions thereof ending (or deemed pursuant to Section 4.4(b) to end) on or before the Closing Date date of the AO Balance Sheet, to the extent such refunds (including any interest paid thereon) or credits were not included in excess of the Closing Date amount shown, if any, as an asset on the AO 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 AffiliatesThe Company or AO, as the case may be, shall be entitled to any all other refunds of Income Taxes paid by or on behalf of AO (including any interest refunds paid thereon) by means of a credit against other 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 Sheetfuture Tax liabilities).
(c) Purchaser shall, or The Company shall cause the Company promptly to, AO to forward to AWI or to reimburse Seller AWI for any refunds (including any interest paid thereon) or credits due Seller AWI (pursuant to the terms of this AgreementSection 9.3) within five days after receipt thereof, and Seller AWI shall promptly forward to Purchaser the Company (pursuant to the terms of this Section 9.3) or reimburse Purchaser the Company for any refunds (including any interest paid thereon) due AO or credits due Purchaser the Company within five days after receipt thereof. In the case of a refund received in the form of a credit against other or future Tax liabilities, reimbursement in respect of such refund shall be due in each case on the due date for payment of the Taxes against which such refund has been credited.
(d) Purchaser and Seller agree AWI agrees that the Company shall not carry if AO carries 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 ("Subsequent Loss") into any taxable period ending on or beginning before the Closing Date, ----------------- then the Company shall be entitled to any tax benefit or refund of Taxes realized as a result thereof. The Company and AWI shall negotiate in good faith to resolve any dispute with respect to the calculation of any such benefit. Any unresolved disputes with respect to the calculation of tax benefits related to a Subsequent Loss shall be submitted to a "Big Six" accounting firm for arbitration, the costs of which shall be shared equally by the Company and AWI.
Appears in 1 contract
Samples: Stock Purchase Agreement (Armstrong World Industries Inc)
Refunds and Carrybacks. (a) Seller Except as provided in Section 4.2(d), the Owners shall be entitled to an amount equal to any refunds of Taxes paid by or on behalf of the Companies (including refunds paid by means of a credit against other or future Tax liabilities) arising or accruing with respect to, or relating to, items in Pre-Closing Tax Periods or that portion of any interest paid thereon) or credits of Taxes attributable to taxable periods Straddle 100 Period ending (or deemed pursuant to Section 4.4(b) to end) on or before at the Closing Date Adjustment Time, to the extent such refunds (including any interest paid thereon) in excess of the amount shown, if any, as a Current Asset on the Accountants' Net Determination 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 Affiliatesa Final Net Determination, as the case may be. Except as provided in Section 4.2(d), Mallinckrodt shall be entitled to any refunds of Taxes paid by or on behalf of F&F (including refunds paid by means of a credit against other or future Tax liabilities) arising or accruing with respect to, or relating to, items in Pre-Closing Tax Periods or that portion of any interest paid thereon) or credits of Taxes attributable to (i) taxable periods beginning (or deemed pursuant to Section Straddle Period ending at the Adjustment Time.
(b) The Interested Persons shall be entitled to begin) after all other refunds of Taxes paid by or on behalf of F&F and 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 Companies (including any interest refunds paid thereon) by means of a credit against other or credits were included in the Closing Date Balance Sheetfuture Tax liabilities).
(c) Purchaser shall, or The Interested Persons shall cause F&F and the Company promptly to, Companies to forward to Owners or to reimburse Seller Owners for any refunds (including any interest paid thereon) or credits due Seller the Owners (pursuant to the terms of this AgreementSection 4.2) within fifteen days after receipt thereof, and Seller the Owners shall promptly forward to Purchaser the Interested Persons or reimburse Purchaser the Interested Persons for any refunds due the Interested Persons (including any interest paid thereonpursuant to the terms of this Section 4.2) or credits due Purchaser within fifteen days after receipt thereof. In the case of a refund received in the form of a credit against other or future Tax liabilities, reimbursement in respect of such refund shall be due in each case on the due date for payment of the Taxes against which such refund has been credited.
(d) Purchaser and Seller The Owners agree that if F&F or any of the Company shall not carry Companies carries back in respect to any consolidated, combined or unitary Return any item of loss, deduction or credit which that arises in any taxable period ending after the Post-Closing Date to Tax Period (a "Subsequent Loss") into any taxable period ending on or beginning before the Closing Date, then the Interested Persons shall be entitled to receive from the Owners a payment in an amount equal to any Tax benefit or refund of Taxes received by the Owners as a result thereof within fifteen days after the receipt of such benefit or such refund.
(e) References to the Companies in subsections (b), (c) and (d) of this Section 4.2 shall not include Tastemaker.
Appears in 1 contract
Samples: Agreement (Hercules Inc)
Refunds and Carrybacks. (a) Seller Emerson shall be entitled to an amount equal to any refunds (including any interest axx xxxxrest paid thereon) or credits of Taxes attributable to taxable periods ending (or deemed pursuant to Section 4.4(b9.4(b) to end) on or before the Closing Date to the extent such Date, which refunds (including any interest paid thereon) or credits were not included in the Closing Date Balance Sheettreated as Excluded Assets. Purchaser The Buyer shall promptly notify Seller Emerson in writing of any Tax refund(s) received by or payable to the any Coxxxxx xr any Company Subsidiary after the Closing in respect of periods before or including the Closing Date.
(b) Purchaser, the Company, and/or their The Buyer 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 (i) taxable periods beginning (or deemed pursuant to Section (b9.4(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 SheetDate.
(c) Purchaser The Buyer shall, or shall cause the any Company and any Company Subsidiary, promptly to, to forward to or reimburse Seller Emerson for any refunds (including any interest paid thereon) or credits due Seller xxx Xxerson (pursuant to the terms of this Agreement) after receipt thereof, and Seller xxx Xxerson shall promptly forward to Purchaser the Buyer or reimburse Purchaser the Buyer for any refunds axx xxxxnds (including any interest paid thereon) or credits due Purchaser the Buyer after receipt thereof.
(d) Purchaser The Buyer and Seller Emerson agree that the any Company and any Company Subsidiary shall not carry back in respect to any consolidated, combined or unitary Return carrx xxxx 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.
Appears in 1 contract
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 (any Pre-Closing Tax Period to the extent provided by law, except to the extent that such refund or deemed pursuant to Section 4.4(b) to end) on credit arises as a result of a carryback of a Company loss or before other tax benefit arising from a period beginning after the Closing Date to the extent such refunds (including any interest paid thereon) or credits were not included as provided 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 DateSection 14.3(f).
(b) Purchaser, the Company, Buyer and/or their its 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 any Post-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 SheetTax Period.
(c) Purchaser shall, The amount or economic benefit of any refunds or credits of Taxes attributable to any Straddle Period shall cause the Company promptly to, be equitably apportioned in a manner consistent with Section 11.2(f)(iii) hereof.
(d) Buyer (and its Affiliates) shall 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 (and its Affiliates) shall promptly forward to Purchaser Buyer or reimburse Purchaser Buyer for any refunds (including any interest paid thereon) or credits due Purchaser Buyer after receipt thereof.
(de) Purchaser and Seller agree Provided that the non-requesting Party, acting in good faith, determines that there is a reasonable basis for filing a claim with the relevant Taxing Authority, and subject to the provisions of Section 14.1, each party shall, if the other party so requests and at such other party's expense, cause the Company to file for and obtain any refunds, credits or offsets to Taxes to which the requesting party is entitled under this Section 14.3. Buyer shall not carry back in respect permit Seller to control the prosecution of any consolidated, combined such claim relating solely to one 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 more Taxable Periods ending on or before the Closing Date. Notwithstanding the foregoing, the control of the prosecution of a claim for a refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 11.2(f)(v).
(f) If the Company generates a credit or loss that is carried back to offset income for a period ending on or prior to the Closing Date and if Seller or its Affiliates realize a reduction in Tax for such period as a result of such carryback (either in the form of a refund or an offset), Seller shall pay to Buyer the amount of such reduction within ten (10) days after the receipt of the refund or the offset. Seller shall, at the request of Buyer, cooperate in connection with the filing of any necessary Tax Returns and other documents to effect such a carryback at Buyer's expense, and Seller shall provide a basis for the computation of the amount paid to Buyer pursuant to this Section 14.3(f) in reasonable detail.
Appears in 1 contract
