Refunds and Tax Credits Sample Clauses

Refunds and Tax Credits. (a) The Seller shall be entitled to receive and to retain any and all credits or refunds (including any interest) of Taxes of the Company or any Consolidated Subsidiary (i) for which the Seller is responsible pursuant to this Article X and (ii) which are not accrued on the Closing Balance Sheet. Such payment shall be net of any Tax cost to the Buyer or any of its Affiliates attributable to the receipt of such refund (including interest). In the event that any such Tax refund is subsequently reduced as a result of any adjustment required by any Governmental Authority, the Seller shall promptly pay the amount of such reduction to the Buyer, net of any Tax cost to the Seller or any of its Affiliates attributable to the receipt of such reduction (including interest). (b) The Buyer and the Seller shall cooperate, and shall cause their respective Affiliates to cooperate, with respect to claiming any refund or credit with respect to Taxes referred to in Section 10.7(a). Such cooperation shall include: providing all relevant information available with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to the Seller in accordance with Section 10.7(a) any amount received by the Buyer or any of its Affiliates with respect to such claim; provided, that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the Buyer or any of its Affiliates. The Seller shall bear the reasonable out-of-pocket expenses (including attorneys and accountants fees) of the Buyer and its Affiliates in seeking such refund.
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Refunds and Tax Credits. Subject to the provisions of Section 6.6, (a) Ford shall be entitled to retain, or Ford shall be entitled to receive immediate payment from the relevant Group Member or Buyer of, any refund or credit with respect to Taxes, plus any interest received with respect thereto (net of any Tax cost arising out of such receipt) from the applicable Taxing Authorities, relating to any Group Member that are described as being the responsibility of Ford in Section 6.1(a) and (b) Buyer, the Company or any Group Member shall be entitled to retain, or shall be entitled to receive immediate payment from Ford of, any other refund or credit with respect to Taxes, plus any interest received with respect thereto (net of any Tax cost arising out of such receipt) from the applicable Taxing Authorities, relating to any Group Member. Buyer and Ford shall cooperate, and shall cause their respective Affiliates to cooperate, with respect to claiming any refund or credit with respect to Taxes referred to in this Section 6.5. Such cooperation shall include providing all relevant information available to Ford or Buyer (through the Company or otherwise), as the case may be, with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to Ford or Buyer, as the case may be, and in accordance with this provision, any amount received by Buyer (or any Group Member) or Ford (or any member of the Ford Group), as the case may be, with respect to such claim; and, in the case of the party filing such a claim, consulting with the other party prior to agreeing to any disposition of such claim, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. The party that is to enjoy the economic benefit of a refund under this Section 6.5 shall bear the reasonable out-of-pocket expenses of the other party incurred in seeking such refund. Any dispute regarding a party’s entitlement to a payment in respect of a refund shall be resolved pursuant to the Tax Dispute resolution mechanism in Section 6.4(e).
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Refunds and Tax Credits. Subject to the provisions of Section 15.6, (a) Arcelor shall be entitled to retain, or Arcelor shall be entitled to receive immediate payment from the relevant Group Member or from Noble of, any refund or credit with respect to Taxes, plus any interest received with respect thereto (net of any Tax cost arising out of such receipt) from the applicable governmental authorities, attributable to any pre-Closing period, and (b) Noble, or any Group Member, shall be entitled to retain, or shall be entitled to receive immediate payment from Arcelor of, any other refund or credit with respect to Taxes, plus any interest received with respect thereto (net of any Tax cost arising out of such receipt) from the applicable governmental authorities, relating to any Group Member. Noble and Arcelor shall cooperate, and shall cause their respective Affiliates to cooperate, with respect to claiming any refund or credit with respect to Taxes referred to in this Section 15.5. Such cooperation shall include providing all relevant information available to Arcelor or Noble, as the case may be, with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to Arcelor or Noble, as the case may be, and in accordance with this provision, any amount received by Noble (or any Group Member) or Arcelor (or any Arcelor Affiliate), as the case may be, with respect to such claim; and, in the case of the party filing such a claim, consulting with the other party prior to agreeing to any disposition of such claim, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. The party that is to enjoy the economic benefit of a refund under this Section shall bear the reasonable out-of-pocket expenses of the other party incurred in seeking such refund. Any dispute regarding a party’s entitlement to a payment in respect of a refund shall be resolved pursuant to the Tax Dispute resolution mechanism in Section 15.4.
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Refunds and Tax Credits. (i) Parent shall be entitled to retain, or Parent shall be entitled to receive immediate payment from Receiver of, any refund or credit with respect to Taxes, plus any interest received with respect thereto (net of any net Tax cost arising out of such receipt and payment) from the applicable Taxing Authorities, relating to Safety or the Surviving Company that are the responsibility of Parent under Section 6.11(a) (including any such refund or credit attributable to the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Surviving Company or its Subsidiaries) and (ii) Receiver shall be entitled to retain, or shall be entitled to receive immediate payment from Parent of, any other refund or credit with respect to Taxes, plus any interest received with respect thereto (net of any net Tax cost arising out of such receipt and payment) from the applicable Taxing Authorities, relating to Safety or the Surviving Company. Parent and Receiver shall cooperate, and shall cause their respective Subsidiaries to cooperate, with respect to claiming any refund or credit with respect to Taxes referred to in this Section 6.11(i). The party that is to enjoy the economic benefit of a refund under this Section 6.11(i) shall bear the reasonable out-of-pocket expenses of the other party incurred in seeking such refund. Any dispute regarding a party’s entitlement to a payment in respect of a refund shall be resolved pursuant to the Tax Dispute resolution mechanism in Section 6.11(h).
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Refunds and Tax Credits. To the extent that Hawker receives any refund of Taxes with respect to a Pre-Closing Tax Period, then Hawker shall pay over to Sellers in cash any such refund (together with any interest thereon), net of any taxes or other costs incurred by Hawker attributable to the receipt of such refund or credit, within ten days after receipt or entitlement thereto.
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Refunds and Tax Credits. If the Administrative Agent or any Lender becomes aware that it is entitled to claim a refund (or a tax credit in lieu of a refund) from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this subsection 2.7B it shall promptly notify the Borrower of the availability of such refund (or a tax credit in lieu of a refund) claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund (or a tax credit in lieu of a refund) at the Borrower’s expense. If the Administrative Agent or any Lender receives a refund (or a tax credit in lieu of a refund) (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this subsection 2.7B, it shall pay over such refund (or amount of such tax credit in lieu of a refund) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund (or a tax credit in lieu of a refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund (or a tax credit in lieu of a refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund (or the amount of such tax credit in lieu of a refund) to such Government Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person. Notwithstanding anything to the contrary in this paragraph (vi), in no event will the Adminis...
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Refunds and Tax Credits. Any Tax refunds that are actually received by Parent or the Company and the Company Subsidiaries, and any amounts of credits against post-Closing Taxes actually obtained by Parent of the Company and the Company Subsidiaries that relate to Taxes of the Company and the Company Subsidiaries for Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Stockholder Representative, other than refunds attributable to a carryback from a Post-Closing Tax period and Parent shall pay over to Stockholder Representative any such refund or the amount of any such credit (net of any Taxes or other expenses) within fifteen (15) days after receipt or entitlement thereto.
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Refunds and Tax Credits. Any Tax refunds that are actually received by Parent or the Company and the Company Subsidiaries, and any amounts of credits against post-Closing Taxes actually obtained by Parent or the Company and the Company Subsidiaries that relate to Taxes of the Company and the Company Subsidiaries for Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Stockholder Representative, and Parent shall pay over to Stockholder Representative any such refund or the amount of any such credit (net of any Taxes or other expenses) within 15 days after receipt or entitlement thereto. No payment shall be required under this Section 10.8 for any Tax refund or credit attributable to a refund or credit which was taken into account in computing the Working Capital adjustment or is attributable to the exercise or cancellation of the options to purchase Company Common Stock set forth on Schedule 10.2(d).
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Refunds and Tax Credits. To the extent that SCNRG receives any refund of Taxes with respect to a Pre-Closing Tax Period, then SCNRG shall pay over to Sellers in cash any such refund (together with any interest thereon), net of any taxes or other costs incurred by SCNRG attributable to the receipt of such refund or credit, within 10 days after receipt or entitlement thereto.
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Related to Refunds and Tax Credits

  • Refunds and Tax Benefits (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes. (b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.

  • Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that: (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 23.4 shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; (c) nothing in this Clause 23.4 shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a tax deduction from a payment; and (d) any allocation or determination made by a Creditor Party under or in connection with this Clause 23.4 shall be conclusive and binding on the Borrowers and the other Creditor Parties.

  • Refunds and Credits Seller shall be entitled to any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, refunds or credits in respect of VAT attributable to a Pre-Closing Tax Period), to the extent such refunds or credits were not taken into account in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss of any Transferred FH Company or Closing Subsidiary generated in a Post-Closing Tax Period. Buyer shall transfer, or cause to be transferred, to Seller, within ten (10) days of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such credit. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such refunds or credits of the Transferred FH Companies and their Closing Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in a manner consistent with Section 7.1 hereof.

  • Refunds and Overpayments A. At its sole discretion, the System Agency may (i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s); or (ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice – to System Agency any funds erroneously paid by System Agency which are not expressly authorized under the Grant Agreement.

  • FOREIGN TAX CREDITS AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.

  • Payments and Taxes Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

  • Payment and Taxes 9.1 All payments to be made by the Guarantor under this Agreement shall be made in full, without any set-off or counterclaim whatsoever and free and clear of all deductions or withholdings whatsoever save only as may be required by law for value on the day on which payment is due. 9.2 If at any time the Guarantor is required to make any deduction or withholding in respect of Taxes from any payment due under this Agreement, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and the sum due from the Guarantor in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Sponsor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Guarantor and shall indemnify the Sponsor against any losses or costs incurred by it by reason of any failure of the Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Guarantor shall promptly deliver to the Sponsor any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 9.3 If, following any such deduction or withholding as is referred to in Clause 8.2 from any payment by the Guarantor, the Sponsor shall receive or be granted a credit against or remission for any Taxes payable by it, the Sponsor shall, subject to the Guarantor having made any increased payment in accordance with Clause 8.2 and to the extent that the Sponsor can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the Sponsor to obtain any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the Sponsor shall acting in its absolute discretion certify to be the proportion of such credit or remission as will leave the Sponsor (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Guarantor as aforesaid. Such reimbursement shall be made forthwith upon the Sponsor certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige the Sponsor to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not, by virtue of this Clause 8.3 be entitled to enquire about the Sponsor’s tax affairs. 9.4 Without prejudice to the foregoing provisions of this Clause 8, if the Sponsor is required to make any payment on account of Tax (not being a Tax imposed on and calculated by reference to the net income or a capital gain of the Sponsor by the jurisdiction in which it is incorporated other than any such Tax (including in respect of any balancing charge) imposed as a consequence of the exercise of the Put Option, the First Call Option or the Second Call Option (after taking into account the acquisition by the Sponsor of the Option Interest or the Residual Partnership Interest as the case may be) or otherwise on or in relation to any sum received or receivable or deemed to be received or receivable hereunder by the Sponsor (including any sum received or receivable or deemed to be received or receivable under this Clause 8) or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Sponsor, the Guarantor shall, upon demand of the Sponsor, promptly indemnify the Sponsor against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith (except to the extent that such interest penalties, costs or expenses have been incurred by the Sponsor’s gross negligence or wilful misconduct) by making to the Sponsor such payment as is necessary to ensure that the Sponsor receives a sum net of such Tax equal to the sum which it would have received had no such Tax been imposed. 9.5 If the Guarantor is required to indemnify the Sponsor pursuant to Clause 8.5 or a Tax arises in respect of which the Guarantor has an obligation under this Clause 8, then, without in any way limiting, reducing or otherwise qualifying any rights or obligations of the Sponsor, the Sponsor shall promptly upon becoming aware of the same notify the Guarantor thereof and, in consultation in good faith with the Guarantor, for a period of up to sixty (60) days from the date of such notification, the Sponsor shall take such steps at the request and expense of the Guarantor as may be open to it to mitigate the effects of such circumstances on the Guarantor including, without limiting the generality of the foregoing by using all reasonable endeavours to transfer its rights and obligations under this Agreement to another office or to a subsidiary or an affiliate of the Sponsor or to another institution, in each case not affected by the relevant circumstances provided that the Sponsor shall not be under any obligation to take or continue to take any such action or other steps if the Guarantor is in breach of this Agreement or if in its reasonable opinion, acting in good faith, to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which, inter alia, this Agreement has been entered into or would entail any cost or expense to the Sponsor (unless, in the case of any adverse effect on such financial basis, or cost or expense, the Sponsor shall have been indemnified or otherwise secured to its satisfaction). 9.6.1 If a claim shall be made by the Sponsor for any Tax for which the Guarantor may be required to indemnify the Sponsor pursuant to Clause 8.2 or Clause 8.5, and under applicable law of the taxing jurisdiction the Guarantor is allowed to contest directly such Tax in its own name, then without prejudice to the obligation of the Guarantor to pay any sum due to the Sponsor pursuant to this Clause 8 on its due date, the Guarantor shall be permitted, at is expense and in its own name, and with the prior written consent of the Sponsor, to contest the imposition of such claim. 9.6.2 If the Guarantor is prevented by applicable law from validly contesting such claim in its own name or if it is necessary for the Sponsor to join in or assist in the contesting by the Guarantor of any claim, upon request of the Guarantor supported by an opinion of counsel selected by the Guarantor reasonably acceptable to the Sponsor confirming that there is a reasonable basis for contesting the validity, applicability or amount of such Taxes, the Sponsor shall, subject to sub-clause 8.7.3, in good faith, at the Guarantor’s expense, contest or assist in contesting the imposition of such Tax. After considering any views offered by the Sponsor and the Sponsor’s counsel concerning the forum in which a claim is most likely to be favourably resolved, the Guarantor may in its sole discretion select the forum for such consent and determine whether any such contest shall be by (a) resisting payment of such Tax, (b) paying such Tax under protest, (c) paying such Tax and seeking a refund or other repayment thereof or (d) seeking a reduction in the amount of such Tax. 9.6.3 In no event shall the Sponsor be required to contest nor shall the Sponsor be required to join in or assist in contesting the imposition of any such Tax: (a) if the Sponsor reasonably believes that to do so would be prejudicial to its interest; (b) unless the Guarantor shall have agreed to pay the Sponsor on demand, and indemnify the Sponsor from, all reasonable costs and expenses that the Sponsor incurs in contesting or assisting in contesting such claim or arising out of or relating to such contest or assistance (including, but not limited to, all reasonable out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties and interest); and (c) if such contest shall be conducted in a manner requiring the prior payment of the claim by the Sponsor or, if the Guarantor shall request the Sponsor to make payment thereof pursuant to sub-clauses (b) or (c) of Clause 8.7.2 unless the Guarantor shall have advanced to the Sponsor sufficient funds (on an interest free basis) (and if such payment results in Taxable income to the Sponsor in respect of which the Sponsor does not receive a corresponding deduction, on an after tax basis) to make such payment.

  • Costs and Taxes Each Party shall bear its own costs and taxes arising out of the negotiation, preparation and execution of this Agreement.

  • Tax Credit If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and (b) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

  • Tax Reserves The Company has established on its books and records adequate reserves for all Taxes and for any liability for deferred income taxes in accordance with Adjusted GAAP.

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