Common use of Refunds and Carrybacks Clause in Contracts

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. (a) Sellers The Seller shall be entitled to any refunds (including any interest paid thereon) for or credits of Taxes of the Acquired Companies or with respect to the Acquired Assets attributable to any Pre-Closing Tax Periods (whether received in cash or credited against any Taxes) Period to the extent such Taxes were paid provided 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 Liabilitieslaw, except to the extent that such refunds were included refund or credit arises as a result of a carry back of an Acquired Company loss or other tax benefit arising from a period beginning after the Closing Date as provided in the calculation of Closing Indebtedness or Working CapitalSection 7.3(f). (b) The Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) for or credits of Taxes of the Acquired Companies or with respect to the Acquired Assets attributable to any Post-Cutover Closing Tax Periods (whether received in cash or credited against other Taxes) to the extent such refunds are not described in Section 7.3(a)Period. (c) The amount or economic benefit of any refunds or credits of Taxes attributable to any Straddle Period shall be equitably apportioned in a manner consistent with Section 6.3(c) hereof. (d) The Buyer shall promptly forward to or reimburse PKI the Seller 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) or credits due the Seller after receipt thereof, and the Seller shall promptly forward to the Buyer or reimburse the Buyer for any refunds (including any interest paid thereon) or credits due the Buyer after receipt or credit thereof. (de) Xxxxx and PKI agree thatProvided that the non-requesting Party, acting in good faith, determines that there is a reasonable basis for filing a claim with respect to any Taxthe relevant Taxing Authority, 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.each Party

Refunds and Carrybacks. (a) The Sellers shall be entitled to any refunds refund of Taxes (including any interest paid thereon) for or any credit of Taxes in lieu of the Acquired Companies or a refund with respect to the Acquired Companies, the Mexico Assets or the operations of the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets attributable to the Pre-Closing Tax Periods Period (whether received in cash other than any such Tax refund or credited against any Taxescredit, or portion thereof, (1) 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 reflected as an asset in the calculation of Closing Indebtedness Working Capital in the Final Closing Statement or Working Capital(2) arising from the carryback of losses, credits or other Tax attributes from a taxable period, or portion thereof, beginning after the Closing Date). (b) Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds refund of Taxes (including any interest paid thereon) for or any credit of Taxes in lieu of the Acquired Companies or a refund with respect to the Acquired Companies, the Mexico Assets or the operations of the business conducted by Buyer or its Affiliates with the U.S. Assets or the Mexico Assets to which the Sellers are not entitled pursuant to Section 7.4(a), including any refund or credit attributable to Post-Cutover Tax Periods (whether received in cash taxable periods or credited against other Taxes) to portions thereof beginning after the extent such refunds are not described in Section 7.3(a)Closing Date. (c) Buyer shall promptly forward to or reimburse PKI the Sellers for any such refunds described in Section 7.3(a) refund of Taxes (including any interest paid thereon) or any credit of Taxes in lieu of a refund due Sellers a Seller pursuant to Section 7.4(a) after receipt or credit thereof, and PKI the Sellers shall promptly forward to Buyer or reimburse Buyer for any such refunds refund (including any interest paid thereon) or any credit of Taxes in lieu of a refund due Buyer pursuant to Buyer Section 7.4(b) after receipt or credit thereof, in each case, net of any Taxes and expenses incurred in connection therewith. (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. (a) Sellers Savient (or, if Savient so chooses, the Seller) shall be entitled to any refunds (including any interest paid thereon) for or credits of Taxes of the Acquired Companies or with respect to the Acquired Assets Business attributable to Pre-Closing Tax Periods taxable periods ending (whether received in cash or credited against any Taxes) to the extent such Taxes were paid by PKI or any Affiliate of PKI deemed pursuant to Section 7.1(a5.2(b) to end) on or Section 7.1(b) or are subject to indemnification under Section 7.1(f) or are Excluded Liabilities, except to before the extent such refunds were included in the calculation of Closing Indebtedness or Working CapitalDate. (b) The Buyer and/or its Affiliates, as the case may be, shall be entitled to any refunds (including any interest paid thereon) for or credits of Taxes of the Acquired Companies or with respect to the Acquired Assets Business attributable to Post-Cutover Tax Periods taxable periods beginning (whether received in cash or credited against other Taxesdeemed pursuant to Section 5.2(b) to begin) after the extent such refunds are not described in Section 7.3(a)Closing Date. (c) The Buyer shall promptly forward to or reimburse PKI Savient (or, if Savient so chooses, the Seller) for any such refunds described in Section 7.3(a) (including any interest paid thereon) or credits due Sellers to either Savient Company after receipt or credit thereof, and PKI the Seller shall promptly forward to the Buyer or reimburse the Buyer for any such refunds (including any interest paid thereon) or credits due to the Buyer after receipt or credit thereof. (d) Xxxxx The Buyer and PKI the Savient Companies agree that, with respect to any Tax, none of the Acquired Companies no Rosemont Company 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, and the Buyer and the Savient Companies agree that, with respect to any Tax, no Rosemont Company shall carry forward any item of loss, deduction, allowance or credit which arises in any taxable period ending on or before the Closing Date to any taxable period ending after the Closing Date to the extent that such item of loss, deduction, allowance or credit may be utilized in any taxable period ending on or before the Closing Date.

Refunds and Carrybacks. (a) Sellers Parent shall be entitled to any Tax refunds (including any interest paid thereon) for or credits of Taxes of the each Acquired Companies Company or Business Subsidiary or of Parent with respect to the Acquired Assets Businesses that were not accounted for as an asset in determining the Final Closing Adjustment Amount, in each case, attributable to Pre-Closing Tax Periods taxable periods ending (whether received in cash or credited against any Taxes) deemed to the extent such Taxes were paid by PKI or any Affiliate of PKI end pursuant to Section 7.1(a8.2(b)) on or Section 7.1(b) or are subject to indemnification under Section 7.1(f) or are Excluded Liabilities, except to before the extent such refunds were included in the calculation of Closing Indebtedness or Working CapitalDate. (b) Buyer and/or or its Affiliates, as the case may be, shall be entitled to any Tax refunds (including any interest paid thereon) for or credits of Taxes of the Acquired Companies or with respect to the Acquired Assets attributable to Post-Cutover Tax Periods taxable periods beginning (whether received in cash or credited against other Taxesdeemed pursuant to Section 8.2(b) to begin) after the extent such refunds are not described in Section 7.3(a)Closing Date. (c) Buyer shall promptly forward to or reimburse PKI Parent for any such Tax refunds described in Section 7.3(a) (including any interest paid thereon) or credits due Sellers to Parent pursuant to Section 8.4(a) after receipt or credit thereof, and PKI Parent shall promptly forward to Buyer or reimburse Buyer for any such Tax refunds (including any interest paid thereon) or credits due Buyer pursuant to Buyer Section 8.4(b) after receipt or credit thereof. (d) Xxxxx Buyer and PKI Parent agree that, with respect to any Tax, none of the Acquired Companies or Business Subsidiaries 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, without the prior consent of Parent, which shall not be unreasonably withheld.