Return Filings, Refunds and Credits Sample Clauses

Return Filings, Refunds and Credits. (i) PHL shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of APC and its Subsidiaries for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to APC and its Subsidiaries) shall be furnished to Buyer. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to APC and its Subsidiaries for taxable periods including (but not ending on) the Closing Date (taking into account extensions) and shall be responsible for remitting all Taxes reflected on such Tax Returns. If requested by PHL or Sellers, Buyer shall furnish copies of all such Tax Returns prepared by Buyer that are prepared for a Pre-Closing Tax Period. (iii) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records reasonably required in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer, PHL and Sellers agree to retain or cause to be retained all books and records pertinent to APC and its Subsidiaries until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authority. Buyer, PHL and Sellers shall cooperate with each other in the conduct of any audit or other proceedings involving APC or any Subsidiary of APC for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. Any Tax Return prepared by PHL pursuant to Section 5.7.5(i) for which PHL intends to seek reimbursement from Buyer or, effective after Closing, APC or any of its Subsidiaries, for any portion of the Taxes reflected on such Tax Return or any Tax Return prepared by, or at the direction of, Buyer pursuant to Section 5.7.5
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Return Filings, Refunds and Credits. (a) The Seller shall (i) cause the Company to be included in the consolidated federal income Tax Returns of the affiliated group (within the meaning of Section 1504 of the Code) of which the Seller is the common parent (within the meaning of Section 1504 of the Code) and the Indiana Corporation Income Tax Returns (filed on a combined basis) that include the Seller and the Company for (A) the taxable year of the Seller ended October 31, 1996 and (B) the taxable year of the Seller that will end on October 31, 1997 (the "1997 Consolidated Returns"), which 1997 Consolidated Returns will include the tax items of the Company for the portion of such taxable year ending on the Closing Financial Statement Date, (ii) timely file such Tax Returns and (iii) timely pay any Taxes shown as due on such Tax Returns. (b) With respect to each Tax Return (other than the Tax Returns described in Section 5.6(a) hereof) of the Company for Pre-Closing Periods which have not been filed on or before the Closing Date, (i) the Seller shall prepare or cause to be prepared each such income Tax Return and franchise Tax Return; and (ii) the Buyer shall prepare or cause the Company to prepare all Tax Returns not described in Section 5.6(b)(i) hereof (to the extent not prepared before the Closing Date). Subject to Sections 5.2, 5.3, 5.6(d) and 5.6(e) hereof, the Buyer shall timely file or cause the Company to timely file the Tax Returns described in this Section 5.6(b) and shall timely pay or cause to be timely paid all Taxes shown as due thereon. Subject to Sections 5.6(d) and 5.6(e) hereof, seven days prior to the due date for the filing of each Tax Return referred to in this Section 5.6(b), the Seller shall pay to the Company the excess, if any, of (i) the aggregate amount which will have been paid (when the amount of Taxes shown as due on such Tax Return has been paid) by Niagara, the Buyer or the Company (to any Seller Indemnified Party or to any taxing authority, as applicable) pursuant to Section 5.3(a)(i) (including, but not limited to, payments made under this Section 5.6) over (ii) the sum of (x) the Tax Accrual and (y) the total aggregate amount previously paid to any Buyer Indemnified Party pursuant to this Section 5.6. (c) Subject to Sections 5.2, 5.3 and 5.6(d) and 5.6 (e) hereof, the Buyer shall prepare or cause to be prepared each Tax Return (other than the Tax Returns described in Section 5.6(a) hereof) with respect to the Company for Straddle Periods, shall timely file or...
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Return Filings, Refunds and Credits. (a) KREG shall prepare or cause to be prepared and file or cause to be filed on a timely basis (in each case, at its own cost and expense and in a manner consistent with past practice) all Tax Returns with respect to KOC for taxable periods ending on or prior to the Closing Date. KREG shall provide KOC with copies of such Tax Returns (which, with respect to Tax Returns that relate to an affiliated or combined group that includes KOC, shall be "pro-forma" returns) covering any taxable period beginning on January 1, 1998 and ending on or prior to the Closing Date, on or prior to the due date thereof (including any extensions thereto). KREG shall pay all Taxes shown on all such Tax Returns. (b) KDC shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis all other Tax Returns with respect to KOC. In connection therewith, KDC shall be responsible for and shall pay any Taxes for which KDC has agreed to indemnify KREG pursuant to SECTION 9.4 hereof. In filing its return for purposes of Texas franchise tax, KDC shall treat any income from the deemed sale of assets attributable to the sale of partnership interests owned by KOC as a sale of intangible assets and net gain attributable to such deemed sale shall be included only in the denominator of the gross receipts apportionment formula because it is apportioned (attributed) to the location, i.e. the legal domicile, of the payor in accordance with Texas Regulation, 34 TAC Sec. 3.
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Return Filings, Refunds and Credits. (a) Standard Pacific shall ----------------------------------- prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to Panel Concepts for Taxable periods ending on or prior to the Closing Date. HON shall not file any Tax Returns with respect to Panel Concepts for Taxable periods ending on or prior to the Closing Date without the prior written consent of Standard Pacific. (b) HON shall prepare or cause to be prepared and shall file or cause to be filed on a timely basis all other Tax Returns with respect to Panel Concepts. In connection therewith, Standard Pacific shall be responsible for and shall pay any Taxes for which Standard Pacific has agreed to indemnify HON pursuant to Section 8.1(a). Before filing any Tax Return with respect to any -------------- Straddle Period, HON shall provide Standard Pacific with a copy of such Tax Return at least thirty days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof), accompanied by a statement calculating in reasonable detail Standard Pacific's indemnification obligation pursuant to Section 8.1(a). If for any reason -------------- Standard Pacific does not agree with HON's calculation of its indemnification obligation, Standard Pacific shall notify HON of its disagreement within ten days of receiving a copy of the Tax Return and HON's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If Standard Pacific agrees with HON's calculation of its indemnification obligation, Standard Pacific shall pay to HON the amount of Standard Pacific's indemnification obligation at least five business days prior to the last date for timely filing such Tax Return (including any valid extensions thereof).
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Return Filings, Refunds and Credits 
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Related to Return Filings, Refunds and Credits

  • Refunds and Credits (a) Except as provided in Section 4.02, Parent shall be entitled to all Refunds of Taxes for which Parent is responsible pursuant to Article III, and New BBX Capital shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

  • Rebates, Credits and Refunds The HSP: (a) acknowledges that rebates, credits and refunds it anticipates receiving from the use of the Funding have been incorporated in its Budget; (b) agrees that it will advise the Funder if it receives any unanticipated rebates, credits and refunds from the use of the Funding, or from the use of funding received from either the Funder or the Ministry in years prior to this Agreement that was not recorded in the year of the related expenditure; and (c) agrees that all rebates, credits and refunds referred to in (b) will be considered Funding in the year that the rebates, credits and refunds are received, regardless of the year to which the rebates, credits and refunds relate.

  • Tax Refunds (a) Seller shall be entitled to the amount of any Income Tax refunds (or any Tax credits received in lieu thereof to the extent such credit in lieu thereof actually reduces Taxes for a Post-Closing Tax Period) that are actually received by Buyer, any Group Company, any of their respective Affiliates, or a consolidated, combined, unitary, or similar group of which any Group Company is a member after the Closing, in each case, for any Pre-Closing Tax Period ending on the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 8.6.4), including any such Tax refunds resulting from any Transaction Tax Deductions, and net of any Taxes and reasonable out-of-pocket expenses incurred in connection with obtaining such Tax refunds (or credits in lieu thereof), in each case, to the extent such Tax refund (or credit in lieu thereof) is with respect to Taxes paid by a Group Company prior to the Closing Date or included in the final calculation of the Closing Statement (any such Income Tax refund or credit in lieu thereof, a “Tax Refund”); provided, however, that Seller shall not be entitled to any Tax Refund (x) required to be paid over by any Group Company (or any Affiliate thereof) to any Person under a provision of a Contract (other than this Agreement) to which such Person was a party prior to the Closing, (y) resulting from the payment of Income Taxes by Buyer or any of its Affiliates (including any Group Company) made after the Closing Date to the extent such Income Taxes were not included in the final calculation of the Closing Statement, and (z) resulting from a carryback of a Tax attribute from any period ending after the Closing Date. (b) Buyer shall promptly pay, or cause to be paid, over to Seller by wire transfer of immediately available funds any Tax Refunds that Seller is entitled to pursuant to this Section 8.6.1 within ten (10) Business Days of the actual receipt of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to Section 8.6.1 with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in Taxes resulting from such credit). (c) The Group Companies shall use commercially reasonable efforts to promptly obtain (or cause to be obtained) any reasonably available Tax Refunds with respect to any applicable Pre-Closing Period Income Tax Return by filing, or causing to file, any such Tax Returns as promptly as practicable after the Closing Date, in each case, as finally resolved pursuant to the provisions of Section 8.6.2; provided, however, that the Group Companies shall not be required to file IRS Form 4466 (or any comparable form for state or local Tax purposes). The Group Companies shall not elect to apply any applicable Tax Refund as a credit against Taxes payable for a taxable period (or portion thereof) beginning after the Closing Date. (d) For applicable Tax purposes, Buyer, Seller and each of their respective Affiliates shall treat all payments to Seller made pursuant to this Section 8.6.1 as an adjustment to purchase price to the maximum extent permitted by applicable Law.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

  • Returns and Refunds If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds and agree to the refund policy of that merchant. The Issuer or The Pay-O-Matic Corp is not responsible for the delivery, quality, safety, legality or any other aspects of goods or services you purchase from others with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were provided.

  • Refunds If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

  • Notice to Account Debtors Lender may, at any time after an Event of Default, notify the account debtors and obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness to Borrower included in the Property to pay Lender directly. Borrower shall at any time or from time to time upon the request of Lender provide to Lender a current list of all such account debtors and obligors and their addresses.

  • 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.

  • Certified Payroll Records Contractor and its subcontractor(s) shall upload certified payroll records (“CPR”) electronically using California Department of Industrial Relations’ (DIR) eCPR System by uploading the CPRs by electronic XML file or entering each record manually using the DIR’s iform (or current form) online on a weekly basis and within ten (10) days of any request by the District or Labor Commissioner at xxxx://xxx.xxx.xx.xxx/Public-Works/Certified-Payroll-Reporting.html or current application and URL, showing the name, address, social security number, work classification, straight time, and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Contractor and/or each subcontractor in connection with the Work.

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