Refunds; Carrybacks Sample Clauses

Refunds; Carrybacks. (i) Except as provided in Section 2.03(e)(ii), if, with respect to any Spinco Taxes, the DHC Group receives a refund of Taxes or other Tax Benefit from a Governmental Entity, DHC shall remit to Spinco within fifteen (15) days of the receipt of such refund or the actual realization of such Tax Benefit, the amount of such refund or Tax Benefit. Any payment required to be made under this Section 2.03(e) shall be paid net of any Tax liability of any member of the DHC Group resulting from the receipt of such refund or the realization of such Tax Benefit.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Refunds; Carrybacks. The Purchaser may, at its option, cause the Southern Entities to elect, where permitted by applicable law, to carry forward any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Tax Period. The Purchaser shall pay or cause to be paid to the Parent any Tax refunds or credits, including those received as a result of the carry back of a net operating or capital loss arising in a Post-Closing Tax Period, attributable to any Pre-Closing Tax Period received or credited to the Purchaser or the Southern Entities, net of any direct costs attributable to receipt of such refund or credit, including Taxes payable with respect to such refund, within 30 calendar days after the receipt of such refund or credit. At the Parent’s request, the Purchaser shall cooperate with the Parent in obtaining such refunds, including through the filing of amended Tax Returns or refund claims as prepared by the Parent, at the Parent’s expense, provided that there is no adverse impact on the Purchaser or the Southern Entities in any Post-Closing Tax Period. All refunds or credits of Taxes attributable to any Post-Closing Tax Period received by the Purchaser or the Southern Entities shall be for the benefit of the Purchaser. 61
Sample 1
Refunds; Carrybacks. (i) Except to the extent any Tax refund or overpayment has increased the Closing Stockholder’s Equity or otherwise been taken into account to cause the Purchase Price to include the benefit of such refund or overpayment, any Tax refund (including any interest in respect thereof) received by Purchaser or any Affiliate thereof, and any amounts of overpayments of Tax credited against Taxes that Purchaser or any Affiliate thereof otherwise would be or would have been required to pay that relates to Taxes for which Seller is obligated to indemnify Purchaser under Section 7.11(f), shall be for the account of Seller, and Purchaser shall pay to Seller any such refund or the amount of any such credit within thirty (30) days after receipt or the application of any such refund or credit to reduce a Tax liability of Purchaser or any Affiliate thereof. In connection with the foregoing, if Seller determines that Bank is entitled to file or make a formal or informal claim for a refund of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period, Seller shall be entitled, at Seller’s expense, to file or make, or to request that Purchaser cause Bank to file or make, such formal or informal claim for refund, and Seller shall be entitled to control the prosecution of such claim for refund. Purchaser will (and will cause Bank to) (A) cooperate with respect to such claim for refund and (B) pay the amount (including interest) of any related refund, credit, offset or other similar benefit received or realized by Purchaser or any Affiliate thereof, net of any unreimbursed costs incurred by Purchaser and its Affiliates in respect of such refund, credit, offset or other similar benefit, within five (5) days of receipt (or realization) thereof. Purchaser and its Affiliates shall be entitled to retain, or receive prompt payment from Seller with respect to, any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to Bank for a Tax period beginning after the Closing. Purchaser and Seller shall equitably apportion any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to Bank for a Straddle Period in a manner consistent with the principles set forth in Section 7.11(a)(iv). Neither Purchaser nor Bank shall carry back any net operating loss or other item or attribute from any taxable period beginning after the Closing to any taxable period beginning on o...
Sample 1
Refunds; Carrybacks. The Purchaser shall cause any TDI Company or TDI Subsidiary to elect, where permitted by applicable Law, to carry forward any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Tax Period. The Purchaser shall promptly pay or cause to be paid to the Seller any Tax refunds or credits attributable to any Pre-Closing Tax Period received or credited to the Purchaser, a TDI Company or any TDI Subsidiary, net of any direct costs attributable to receipt of such refund or credit, including Taxes payable with respect to such refund, within 10 days after the receipt of such refund or credit. At the Seller’s request, the Purchaser shall cooperate with the Seller in obtaining such refunds, including through the filing of amended Tax Returns or refund claims as prepared by the Seller, at its own expense. Without the Parent’s written consent, which consent may be withheld for any reason or no reason, the Purchaser shall not carry back any net operating or capital loss arising in a Post-Closing Tax Period to a Pre-Closing Tax Period. All Tax refunds or credits attributable to any Post-Closing Tax Period shall be for the benefit of the Purchaser and any such Tax refunds or credits received by the Parent or the Seller shall promptly be paid to the Purchaser.
Sample 1
Refunds; Carrybacks. The Purchaser shall pay or cause to be paid to ------------------- the Seller any Tax refunds or credits (except to the extent reflected on the Closing Date Balance Sheets or due as the result of the carry back of a net operating or capital loss arising in a Post-Closing Tax Period) attributable to any Pre-Closing Tax Period received by or credited to the Purchaser, a DMS Shares Company or any DMS Subsidiary, net of any direct costs attributable to receipt of such refund or credit, including Taxes payable with respect to such refund, within ten days after the receipt of such refund or the realization of such credit. All refunds attributable to any (A) Post-Closing Tax Period or (B) Pre-Closing Tax Period not otherwise payable to the Seller shall be for the benefit of the Purchaser and if received by or otherwise credited to the Seller or any Affiliate thereof (other than a DMS Shares Company or DMS Subsidiary), the Seller shall pay or cause to be paid an amount equal to such refund or credit to the Purchaser within ten days after the receipt of such refund or the realization of such credit. At the Seller's request, the Purchaser shall cooperate with the Seller in obtaining such refunds, including through the filing of amended Tax Returns or refund claims as prepared by the Seller, at its own expense.
Sample 1

Related to Refunds; Carrybacks

  • Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

  • Refunds You alone are (and PayPal is not) responsible for: • Your legal and contractual obligations towards the payer for any amount you return to the payer. • Any difference between the cost to the payer of making the original payment and the value of the amount returned to the payer (for instance, as a result of transaction exchange rate fluctuations) except to the extent that the refund is an incorrect payment (see the section on Resolving Problems). See our fees for details of the fees you paid to us as the recipient of the original payment which we retain when you use the special commercial transaction refund functionality in your PayPal account, as we may allow from time to time, except to the extent that the refund is an incorrect payment (see the section on Resolving Problems).

  • Refunds and Tax Benefits Any income Tax refunds that are received by any of the MGM Acquired Entities, and any amounts credited against Tax to which Purchaser or any of the MGM Acquired Entities becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the MGM Acquired Entities) shall be for the account of Parent, and the Purchaser shall pay over to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or the MGM Acquired Entities at the time the Tax Return to which such credit relates is filed by Purchaser or the MGM Acquired Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled, that relate to Taxes of the MGM Acquired Entities for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

  • Refunds and Credits Any refunds and credits attributable to the Pre-Closing Tax Period shall be for the account of Seller and any refunds and credits attributable to any period which is not part of the Pre-Closing Tax Period are for the account of Buyer.

  • Special Basis Adjustments In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code. ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

  • Basis Adjustments To the extent an adjustment to the tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

  • Premium Taxes If premium taxes are incurred, they will be deducted from the contract accumulation, to the extent permitted by law.

  • Tax Refunds Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

  • 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:

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Facility Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. Notwithstanding anything to the contrary herein, each Certificateholder Indemnitee shall determine the allocation of any tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its tax return shall be in its sole control and it shall not be required to disclose any tax return or related documentation to any Person.

Time is Money Join Law Insider Premium to draft better contracts faster.