Common use of Tax Benefits Clause in Contracts

Tax Benefits. (a) Except as set forth below, (i) Parent shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which Parent is liable hereunder and (ii) SpinCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which SpinCo is liable hereunder (other than any Refund to which Parent is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

Appears in 5 contracts

Samples: Tax Matters Agreement (Cerence Inc.), Tax Matters Agreement (Nuance Communications, Inc.), Tax Matters Agreement (Cerence LLC)

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Tax Benefits. (a) Except as set forth belowotherwise provided herein, (i) Parent EQT shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which Parent EQT is liable hereunder and (ii) SpinCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which SpinCo is liable hereunder (other than any Refund to which Parent EQT is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (), and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including TaxesTaxes and professional fees) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) , to such other Company within twenty thirty (2030) Business Days business days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

Appears in 4 contracts

Samples: Tax Matters Agreement (EQT Corp), Tax Matters Agreement (Equitrans Midstream Corp), Tax Matters Agreement (Equitrans Midstream Corp)

Tax Benefits. (a) Except as set forth below, (i) Parent shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes (A) for which Parent is liable hereunder (other than any such Refund that is a GRP&E/BCS Retained Tax Benefit), or (B) that is a Parent Retained Tax Benefit and (ii) GRP&E/BCS SpinCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) (A) of any Taxes for which GRP&E/BCS SpinCo is liable hereunder (other than any Refund to which Parent is entitled pursuant to clause (i) above)) or (B) that is a GRP&E/BCS Retained Tax Benefit. The Company receiving a Refund to which another the other Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within twenty (20) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

Appears in 1 contract

Samples: Tax Matters Agreement (Arconic Rolled Products Corp)

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Tax Benefits. (a) Except as set forth belowotherwise provided herein, (i) LG Parent shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which LG Parent is liable hereunder and (ii) SpinCo Pubco shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes for which SpinCo Pubco is liable hereunder (other than any Refund to which LG Parent is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (or portion thereof) (), and any interest on such amount received from the applicable Tax Authority Authority, but net of any reasonable costs and expenses (including Taxesany Taxes and reasonable professional fees) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) , to such other Company within twenty thirty (2030) Business Days after the receipt of such Refund or application of such Refund against Taxes otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Company.

Appears in 1 contract

Samples: Tax Matters Agreement (Screaming Eagle Acquisition Corp.)

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