Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent shall be entitled to any refunds or credits of or against any Parent Taxes, any refunds or credits to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent is entitled.
(b) Purchaser shall cause the Transferred Companies and their respective Subsidiaries promptly to forward to Parent or to reimburse Parent for any refunds or credits due Parent (pursuant to the terms of this Article VII) after receipt thereof, and Parent shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article VII) after receipt thereof. If a party or any of its affiliates receives a refund or credit and is required to make a payment to the other party under this Section 7.5, the amount of such payment shall be reduced by any Taxes imposed on such party or affiliate in connection with the receipt of such refund or credit (it being understood that there shall be no such reduction in respect of Private Label Sales Tax Refunds insofar as no deduction was taken for the corresponding sales Tax).
(c) Purchaser agrees that none of the Transferred Companies or their respective Subsidiaries shall elect to carry back any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date (a “Subsequent Loss”) into any taxable period ending on or before the Closing Date. If a Subsequent Loss is required by Tax Law to be carried back into any taxable period ending on or before the Closing Date, Purchaser shall be entitled to any refund of Taxes resulting therefrom.
Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any refunds or credits of or against any Excluded Taxes. Purchaser shall, at Seller’s reasonable request and at Seller’s expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refund to which Seller is entitled. Subject to Section 14.6(c), Purchaser shall be entitled to any refunds or credits of or against any Taxes other than refunds or credits of or against Excluded Taxes.
(b) Purchaser shall, and shall cause the Acquired Companies to, promptly forward to Seller or reimburse Seller for any refunds or credits of Taxes due Seller (pursuant to the terms of this Article XIV) after receipt thereof, and Seller shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits of Taxes due Purchaser (pursuant to the terms of this Article XIV) after receipt thereof.
(c) Purchaser shall cause the Acquired Companies to elect, where permitted by applicable Law, to carry forward any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date.
Refunds, Credits and Carrybacks. (a) The Seller Entities shall be entitled to any refunds or credits of or against any Excluded Taxes that are the responsibility of the Seller Entities under Section 10.1(a). Purchaser shall be entitled to any refunds or credits of or against any Taxes relating to Transferred Business, other than refunds or credits of or against Excluded Taxes that are the responsibility of the Seller Entities under Section 10.1(a).
(b) Purchaser shall promptly forward to the Seller Entities or reimburse the Seller Entities for any refunds or credits due to the Seller Entities (pursuant to the terms of this Article X) after receipt thereof, and the Seller Entities shall promptly forward to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this Article X) after receipt thereof.
Refunds, Credits and Carrybacks. (a) Purchaser acknowledges and agrees that the HSBC Sellers shall be entitled to any refunds or credits of or against any Excluded Taxes. Purchaser shall be entitled to any refunds or credits of or against any Taxes relating to Transferred Business, other than refunds or credits of or against Excluded Taxes.
(b) Purchaser shall promptly forward, on behalf of Assignor, to the HSBC Sellers or reimburse the HSBC Sellers for (or reimburse Assignor if Assignor has made payments directly to the HSBC Sellers in respect of) any refunds or credits due to the HSBC Sellers (pursuant to the terms of this ARTICLE X) after receipt thereof, and Assignor will forward or will use commercially reasonable efforts to cause the HSBC Sellers to promptly forward, on behalf of Assignor, to Purchaser or reimburse Purchaser for any refunds or credits due Purchaser (pursuant to the terms of this ARTICLE X) after receipt thereof.
Refunds, Credits and Carrybacks. (a) JPM shall be entitled to any refunds or credits of or against any Excluded Corporate Trust Taxes that are the responsibility of JPM under Section 14.1(a). BNY shall be entitled to any refunds or credits of or against any Taxes relating to the Purchased Corporate Trust Assets or the operation of the Corporate Trust Business or the Assumed Corporate Trust Liabilities, other than refunds or credits of or against Excluded Corporate Trust Taxes that are the responsibility of JPM under Section 14.1(a).
(b) BNY shall be entitled to any refunds or credits of or against any Excluded Banking Taxes that are the responsibility of BNY under Section 14.1(b). JPM shall be entitled to any refunds or credits of or against any Taxes relating to the Purchased Banking Assets or the operation of the Banking Business or the Assumed Banking Liabilities, other than refunds or credits of or against Excluded Banking Taxes that are the responsibility of BNY under Section 14.1(b).
(c) JPM shall promptly forward to BNY or reimburse BNY for any refunds or credits due BNY (pursuant to the terms of this Article XIV) after receipt thereof, and BNY shall promptly forward to JPM or reimburse JPM for any refunds or credits due JPM (pursuant to the terms of this Article XIV) after receipt thereof.
Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any refunds or credits of or against any Excluded Taxes that are the responsibility of Seller under Section 9.1(a). Purchaser shall be entitled to any refunds or credits of or against any Taxes relating to the Transferred Business, other than to the extent Seller is entitled to such refunds or credits pursuant to the immediately preceding sentence.
(b) If Purchaser or Seller, as the case may be, is in receipt of refunds or credits that the other party is entitled to pursuant to Section 9.2(a), it shall promptly forward to, or reimburse, the other party for such refunds or credits.
Refunds, Credits and Carrybacks. Seller shall be entitled to any refunds or credits of or against any Taxes with respect to Pre-Closing Periods (to the extent not included as a Tax refund receivable in the final and binding Closing Statement). Purchaser shall be entitled to any refunds or credits of or against any Taxes with respect to the Company other than refunds or credits with respect to Pre-Closing Periods to which Seller is entitled under the preceding sentence of this Section 13.7 (which shall mean that Purchaser is entitled to the Tax refund receivables shown in the final and binding Closing Statement).
Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any refunds, credits or offsets that are Excluded Tax Assets or any refunds, credits or offsets of or against any Taxes that are the responsibility of Seller hereunder (including, without limitation, pursuant to Section 9.1(a)).
(b) If Purchaser or any of its Affiliates is in receipt of refunds, credits or offsets to which the Seller party is entitled pursuant to Section 9.2(a), it shall promptly forward to, or reimburse, the Seller for such refunds, credits or offsets.
Refunds, Credits and Carrybacks. (a) (i) Parent will be entitled to any refund or credit of any Taxes related to a Pre-Closing Tax Period, and Purchaser will be entitled to any refund or credit of any Taxes related to a Post-Closing Tax Period; provided that each Party will be entitled to any refund of any Taxes (A) that such Party (or any of its Affiliates) has paid after the Closing and for which such Party (and its Affiliates) did not receive an indemnity payment pursuant to Section 10.1 or (B) with respect to which such Party (or any of its Affiliates) has made an indemnity payment pursuant to Section 10.1.
(ii) In furtherance of Section 10.6 (Cooperation), if either Party (A) reasonably believes that it or the other Party may obtain from a Taxing Authority a refund or credit to which the first Party is entitled pursuant to Section 10.3(a)(i) or (B) reasonably believes that the other Party may be entitled to a refund or credit pursuant to Section 10.3(a)(i), then, in either case, the first Party shall notify the other Party of such belief, and both Parties shall cooperate in good faith to obtain such refund or credit; provided that the other Party shall not be required to pursue any claim for a refund or credit if such Party believes in good faith that such refund or credit is not at least more likely than not available under applicable Tax law.
Refunds, Credits and Carrybacks. (a) (i) Parent will be entitled to any refund or credit of any Taxes related to a Pre-Closing Tax Period, and Purchaser will be entitled to any refund or credit of any Taxes related to a Post-Closing Tax Period; provided that each Party will be entitled to any refund of any Taxes (A) that such Party (or any of its Affiliates) has paid after the Closing and for which such Party (and its Affiliates) did not receive an indemnity payment pursuant to Section 10.1 or (B) with respect to which such Party (or any of its Affiliates) has made an indemnity payment pursuant to Section 10.1.
