Tax Overpayments Clause Samples

The Tax Overpayments clause defines how any excess taxes paid by a party, typically due to errors or changes in tax assessments, are to be handled between the parties to an agreement. In practice, this clause outlines the process for identifying overpayments, the timeframe for notifying the other party, and the method for refunding or crediting the overpaid amount. Its core function is to ensure that tax liabilities are accurately settled and that neither party is unfairly disadvantaged by overpayments, thereby promoting fairness and financial accuracy in the contractual relationship.
Tax Overpayments. Any and all overpayments of Pre-Closing Taxes that are actually received by Company or any of its Subsidiaries after the Closing Date (whether by way of refund or by way of a credit against Taxes), shall be for the account of the Company Holders. Such refunds or credits (net of costs and expenses in obtaining such refund or credit) shall be paid over to the Company Holders pursuant to this Agreement, within fourteen (14) days after the receipt of such amount; provided, however, any overpayment of Taxes shall be for the account of Parent to the extent such overpayment results from a carryback of losses or other tax attributes generated in a taxable period, or portion thereof, beginning after the Closing Date. In the event that an amount paid by Parent or Company under this Section 6.5 is subsequently denied by a Tax Authority, Parent shall be entitled to claim such amount pursuant to the procedures set forth in Article VIII.
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Tax Overpayments. To the extent the Tax liability of the Corporation for the portion of any Straddle Period that ends on and including the Closing Date is less than the Tax payments made by the Corporation and/or Seller on or before the Closing Date with respect to such period, Buyer shall promptly pay the amount of any such overpayment to the Seller.
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Tax Overpayments. If the Company or any Subsidiary is allowed a refund or credit of Taxes for a Pre-Closing Tax Period actually paid by the Company or any Subsidiary (or the Sellers, pursuant to this Agreement) as a result of an overpayment of Taxes by the Company or any Subsidiary for such Pre-Closing Tax Period, (i) the Company or any Subsidiary shall claim such overpayment as a refund (rather than as a credit) to the extent permitted under applicable laws and (ii) such refund shall be for the account of the Sellers and shall be paid over to the Sellers, based on their Pro Rata Share, within thirty (30) days of receipt of such amount; provided, however, any overpayment of Taxes shall be for the account of Buyer to the extent such overpayment results from a carryback of losses generated in a taxable period, or portion thereof, beginning after the Closing Date.
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Related to Tax Overpayments

  • Overpayments Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty (30) calendar days after notice to Contractor.

  • Overpayment Provider shall be liable to the GLO for any costs disallowed pursuant to financial and/or compliance audit(s) of funds received under this Contract. Provider shall reimburse such disallowed costs from funds other than those that Provider received under this Contract. Provider must refund disallowed costs and overpayments of funds received under this Contract to the GLO within 30 days after the GLO issues notice of overpayment to Provider.

  • 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.

  • Underpayments (a) In the event the employee does not receive the wages or benefits to which the record/documentation has for all times indicated the Employer agreed the employee was entitled, the Agency shall notify the employee in writing of the underpayment. This notification will include information showing that an underpayment exists and the amount of wages and/or benefits to be repaid. The Agency shall correct any such underpayment made within a maximum of two (2) years before the modification. (b) This provision shall not apply to claims disputing eligibility for payments which result from this Agreement. Employees claiming eligibility for such things as leadwork, work out of classification pay or reclassification must pursue those claims pursuant to the timelines elsewhere in this Agreement.

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.