Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date shall be for the account of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance Sheet.
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Samples: Asset Purchase Agreement (Boise Cascade Corp), Asset Purchase Agreement (Boise Cascade Holdings, L.L.C.), Asset Purchase Agreement (Boise Cascade Holdings, L.L.C.)
Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries Companies or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date date shall be for the account of ParentBoise Cascade, and if received or utilized by Holdings the Purchaser or any of its Affiliatesaffiliates, shall be paid to Parent Boise Cascade within five (5) business days after Holdings the Purchaser or any of its Affiliates affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date date shall be for the account of Holdingsthe Purchaser, and if received or utilized by ParentBoise Cascade, or any of its Affiliatesaffiliates, shall be paid by Parent Boise Cascade to Holdings the Purchaser within five (5) business days after ParentBoise Cascade, or any of its Affiliatesaffiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent Boise Cascade and Holdings the Purchaser in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 12.1.3 and 12.4.3 hereof, hereof and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited)Boise Cascade, and if received or utilized by Holdingsthe Purchaser, any of its Affiliates affiliates or either of the Transferred Subsidiaries Companies shall be paid to Parent Boise Cascade within five (5) business days after HoldingsPurchaser, any of its Affiliates affiliates or either of the Transferred Subsidiaries Companies receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance Sheet.
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Samples: Acquisition Agreement (Mead Corp), Acquisition Agreement (Boise Cascade Corp)
Refunds and Credits. Any Parent shall, without duplication, be entitled to any refunds and or credits of or against Taxes of any of the Target Company or the Transferred Subsidiaries or otherwise relating Subsidiary for any Pre-Closing Period (determined in the case of any Straddle Period in accordance with Section 8.8), to the Assets or the Business realized after the Closing Date with respect to extent such Taxes (i) any taxable period ending on were paid by (A) Parent or before (B) the Closing Date shall be for Target Company or the account of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such creditTransferred Subsidiary, (ii) any taxable period beginning after were included in the Final Closing Date shall be for Statement and resulted in a reduction to the account of Holdings, and if received or utilized by ParentCash Consideration pursuant to Section 2.3, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between were indemnified by Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereofSection 9.2(c); provided, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited)however, and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, that Parent shall not be entitled to the benefit of any such refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of an item of deduction or loss incurred in, or properly allocable to pursuant to Section 8.8, a loss arising period (or portion thereof) beginning after the Closing DateDate to a Pre-Closing Period or was included in the Final Closing Statement and resulted in an increase to the Cash Consideration pursuant to Section 2.3. Purchaser shall, or shall cause the Target Company to, pay to Parent the amount of such refund or credit in readily available funds within 15 Business Days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable, in each case net of any reasonable, documented out-of-pocket costs (iiiincluding Taxes) was reflected as an asset of Purchaser (or the Target Company or the Transferred Subsidiary after the Closing) incurred in receiving such refund or credit. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Government Authority, Parent agrees to promptly repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Government Authority, to Purchaser which shall not be subject to any limitations on the Closing Balance Sheetindemnification set forth in Article IX.
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Refunds and Credits. 9.6.5.1 Any refunds and or credits of Taxes or offsets of any of Taxes otherwise due and payable by the Transferred Subsidiaries or otherwise relating to the Assets Companies or the Business realized after the Subsidiaries for any Pre-Closing Date with respect to (i) any taxable period ending on Tax Period or before the Closing Date that are Excluded Taxes shall be for the account of ParentSellers; provided, and that, if received as a result of such refund, credit or utilized by Holdings offset, Purchaser, any Company, any Subsidiary or any of its Affiliatestheir Affiliates suffer, shall be paid to Parent within five in a Post-Closing Tax Period, a decrease in a deduction, loss or Tax credit or an increase in income, gains, or recapture of Tax credit which otherwise (5but for such refund, credit or offset) business days after Holdings would have been reported by Purchaser, any Company, any Subsidiary or any of its their Affiliates, then Sellers shall pay Purchaser the present value of the amount equal to the Tax benefits (but in no case more than the amount of the refund, credit or offset) that Purchaser, any Company, any Subsidiary or any of their Affiliates receives such refund lost as a result of the refund, credit or utilizes such creditoffset obtained for the account of Sellers. Any refunds, (ii) credits or offsets of the Companies or the Subsidiaries for any taxable period beginning after the Closing Date shall be for the account of Holdingsthe Purchaser. Any refund, and if received credit or utilized by Parent, offset of Taxes of the Companies or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) the Subsidiaries for any Straddle Period shall be equitably apportioned between Parent Sellers and Holdings Purchaser and consistent with the previous two sentences. For purposes of this Section 9.6.5.1, in determining the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account present value of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any an amount of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets benefits lost as a result of the Electionsa refund, (ii) is attributable credit or offset, a discount rate equal to the carryback of long-term applicable federal rate (as defined in Code Section 1274(d)) for the month in which such refund, credit or offset is realized shall be applied.
9.6.5.2 Purchaser shall cause each Company and Subsidiary to elect, where permitted by applicable Law, to carry forward any Tax Asset (as defined below) arising in a loss arising taxable period beginning after the Closing DateDate that would, absent such election, be carried back to a Pre-Closing Tax Period in which such Company or (iii) Subsidiary was reflected as an asset on included in a consolidated, combined or unitary return with the Sellers or their Affiliates. Where no such election is available, Purchaser shall be permitted to cause the Companies or Subsidiaries to carry back to a Pre-Closing Tax Period a Tax Asset that arose in a taxable period ending after the Closing Balance Sheet.Date and notwithstanding anything in Section 9.6.5.1 to the contrary, Purchaser shall be entitled to any refunds
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Refunds and Credits. Any refunds and or credits of Taxes of the Company or any of the Transferred its Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) for any taxable Tax period ending on or before the Closing Date shall be for the account of Parent, and if received the Stockholders. Any refunds or utilized by Holdings credits of Taxes of the Company or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or Subsidiaries for any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable Tax period beginning after the Closing Date shall be for the account of Holdings, and if received Purchaser. Any refunds or utilized by Parent, credits of Taxes of the Company or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) Subsidiaries for any Straddle Period shall be equitably apportioned between Parent the Stockholders, on the one hand, and Holdings in Purchaser, on the same manner as such Taxes originally had been allocated other. Purchaser shall, if the Stockholders so request, and at the Stockholders' expense, cause the Company or any of its Subsidiaries to file for and obtain any refunds or credits to which the Stockholders are entitled under this Section 9.8(e). Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to Sections 12.2.3 and 12.4.3 hereofthis SECTION 9.8(E) to receive the amount or economic benefit of a refund or credit of Taxes the amount of such refund or credit of Taxes within 10 days after such refund is received or after such credit is allowed or applied against other Tax liability, and (iv) as the case may be; PROVIDED, HOWEVER, that any Election (and any comparable elections under state or local tax lawssuch amounts payable pursuant to this SECTION 9.8(E) shall be for the account net of Parent (but only any Tax cost or benefit to the extent Sellers paid the Taxes being refunded or credited), party making such payment and if received or utilized by Holdings, any of its Affiliates or either attributable to the receipt of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes credits and/or the payment of such creditamounts. Notwithstanding Purchaser and the foregoing, Parent Stockholders shall not be entitled treat any amounts payable pursuant to this SECTION 9.8(E) as an adjustment to the benefit Consideration for Tax purposes, unless a final determination (which shall include the execution of Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Consideration for Tax purposes. In the event any refund or credit of Taxes for which a payment has been made to the extent such refund Stockholders is subsequently reduced or credit disallowed, the Stockholders shall indemnify, defend and hold harmless Purchaser and its Affiliates (iincluding the Company and its Subsidiaries) arises from a step-up in against, and reimburse the Company and its Subsidiaries for, any Tax basis of Assets as a result liability assessed against the Company and its Subsidiaries by reason of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, reduction or (iii) was reflected as an asset on the Closing Balance Sheetdisallowance.
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Refunds and Credits. Any The applicable Sellers shall be entitled to any refund or credit of or against any Taxes of its Related Company for any Pre-Closing Tax Period, except to the extent such refund or credit was reflected, accrued or reserved for or otherwise taken into account, in the Final Closing Statement. Buyer shall be entitled to any refunds and or credits of or against any Taxes of the Companies other than any refunds or credits to which a Seller is entitled pursuant to the foregoing sentence. Subject to Section 13.02, upon the reasonable written request of Sellers’ Representative, to the extent permitted by Law, Buyer shall cause the Companies at the sole expense of the Transferred Subsidiaries or otherwise Sellers, to file a claim for refund of any Taxes, including through the filing of an amended Tax Return, relating to the Assets or the Business realized after the Closing Date with respect to (i) Companies for any taxable tax period ending on or before the Closing Date Date. The Parties shall be for the account of Parentcooperate, and if received cause their Affiliates to cooperate, with respect to any such refund request or utilized by Holdings or in any such claim for refund. Buyer, on the one hand, and the Sellers, on the other hand, shall, and shall cause their Affiliates to, pay to the other Party the portion of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes credit of Taxes to which such creditother Party is entitled under this Section 13.03, (i) in the case of a refund, within ten (10) days after such refund is received or (ii) any taxable period beginning after in the Closing Date shall be for the account case of Holdingsa credit, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five ten (510) business days after Parentsuch credit is allowed or applied against other Tax Liability; provided, or however, that if any portion of its Affiliates, receives such refund or utilizes such creditcredit is subsequently disallowed by any Taxing Authority, (iii) then amounts previously paid hereunder in respect thereof shall be promptly reimbursed by the payee to the payor. Any refund or credit received or realized with respect to Taxes attributable to any of the Companies for a Straddle Period shall be equitably apportioned between Parent Buyer and Holdings the applicable Seller(s) in a manner consistent with the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up principles set forth in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance SheetSection 13.04.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hydrofarm Holdings Group, Inc.)