Tax Refunds and Benefits Sample Clauses

Tax Refunds and Benefits. The Stockholders’ Representatives shall be entitled to the amount of any refund of Taxes of the Company or any Company Subsidiary with respect to any Pre-Closing Tax Period, net of any cost to Parent and its Affiliates attributable to the obtaining and receipt of such refund, except to the extent such refund arises as the result of a carryback (if made in compliance with Section 9.1(e)) of a loss or other Tax benefit from a Post-Closing Tax Period, such refund was included as an asset in the calculation of the Closing Working Capital, or such refund relates to a Buyer Closing Date Tax. Parent shall pay, or cause to be paid, to the Stockholders’ Representatives any amount to which the Stockholders’ Representatives are entitled pursuant to the prior sentence within two (2) Business Days of the receipt of the applicable refund by Parent, the Surviving Corporation or any of their respective Affiliates (whether received in cash or applied as an offset against other cash Tax liabilities); provided, however, that in the event any amount is required to be paid by Parent pursuant to this Section 9.2 after the fifth (5th) anniversary of the Closing Date, such amount shall be paid solely to the Stockholders’ Representatives, for the benefit of the Stockholders, and no amount of such payment shall be made to the Effective Time Option Holders. To the extent such refund is subsequently disallowed or required to be returned to the applicable Governmental Entity, the Stockholders’ Representatives agree promptly to repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Governmental Entity, to Parent.
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Tax Refunds and Benefits. The amount of any cash refund or credit actually used to offset any cash Taxes otherwise due and payable that, in each case, is attributable to the Pre-Closing Tax Period received by the Purchaser or the Acquired Companies shall be for the account of the Sellers, except to the extent that such refunds or credits (i) have been taken into account in determining the Final Working Capital Amount or Tax Liability Amount or (ii) are attributable to the carryback of losses generated post-Closing. To the extent Sellers have overpaid Taxes pursuant to the definition of “Tax Liability Amount,” such overpayment shall be treated as a refund for the account of the Sellers that is received at the time the applicable Tax Return is filed showing such overpayment. Any such amount (including, in the case of any cash refund received, any interest thereon) shall be paid by the Purchaser or the Acquired Companies within five (5) days after any such refund is received or credit is realized, as the case may be. All refunds and credits as provided herein shall be computed assuming that the amount of BH Deferred Revenue included in income of the Acquired Companies for the year ended on the Closing Date (or portion of any Straddle Period ending on the Closing Date) shall be zero dollars.
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Tax Refunds and Benefits. Any Tax refunds that are received by any Target Company or the Buyer, and any amounts credited against any Tax to which any Target Company or the Buyer become entitled, that relate to a Pre-Closing Tax Period, Stub Period or Pre-Closing Straddle Period, in each case net of any Taxes actually paid by the Target Companies or the Buyer that are attributable to such Tax refunds or credits, shall be for the account of the Seller, and the Company or the Buyer shall pay over to the Seller the net amount of any such refund or credit as soon as practicable after receipt thereof.
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Tax Refunds and Benefits. Any refunds or credits in respect of any Taxes relating to any Tax period or portion of any Straddle Period ending on or before the Closing Date (except refunds that are attributable to the carryback of losses, credits or similar items of the Company and its Subsidiaries, as the case may be, that arise in a taxable period beginning after the Closing Date), to the extent such refunds or credits are not taken into account in the Final Working Capital, shall be for the account of Holders, and Parent shall pay over to the Shareholders’ Representative (for the benefit of Holders) any such refund or the amount of any such credit within fifteen (15) days after receipt thereof or entitlement thereto. The Shareholders' Representative shall have the right to determine whether any claim for refund or credits of Taxes to which Holders are entitled under this Section 13.6 shall be made by or on behalf of the Company and its Subsidiaries, and if the Shareholders' Representative elects to make such a claim, Parent, the Company and its Subsidiaries shall cooperate in connection therewith, including the preparation of any Tax Return that is required to be filed by the Company and its Subsidiaries. Parent and the Company shall not waive the carryback of any net operating loss that arises in a Tax period or the portion of a Straddle Period ending on or before, or including, the Closing Date. Except as provided in the first sentence of this Section, the Company shall be entitled to any refunds in respect of any federal, state, local or foreign Tax liability of the Company or any of its Subsidiaries.
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Tax Refunds and Benefits. Except as set forth in Section 7.1(a)(2) and Section 7.1(c), Buyer shall promptly pay to Sellers an amount equal to any refund or credit (including any interest paid or credited with respect thereto) received by it of Taxes levied or imposed upon, or in connection with, the Purchased Assets or the Business, relating to taxable periods ending prior to the Closing Date. Buyer shall, if requested by Sellers and at Sellers' expense, file or cause the relevant entity to file for and obtain any refund or credit which would give rise to a payment under this Section 7.3, except to the extent that any such filing would result in any increase in Taxes to be paid by Buyer following the Closing as a result of any Tax position expressed regarding such refund. Buyer shall permit Sellers to control the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such person as Sellers shall designate to represent such entity with respect to such refund claim; provided, however, that Sellers shall not be authorized to assert any Tax position that would adversely effect Buyer following the Closing.
Sample 1
Tax Refunds and Benefits. Any cash Tax refunds (or credits in lieu of a cash Tax refund) (a “Tax Refund”) that are received by or for the benefit of Purchaser or its Affiliates (including the Acquired Companies) to which Purchaser or its Affiliates (including the Acquired Companies) become entitled or for which a claim is pending following the Closing and prior to the date that is eighteen (18) months following the Closing Date and that relate to Taxes that were economically borne by Seller or any of its Affiliates because such Taxes were (i) paid by the Acquired Companies prior to the Closing, (ii) included in Indebtedness, Net Working Capital or Transaction Expenses, in each case, as finally determined in accordance with this Agreement, or (iii) indemnified by the Seller Indemnified Parties, but excluding any Tax Refund (x) taken into account in computing Indebtedness or Net Working Capital, each as finally determined in accordance with this Agreement or (y) that is attributable to a carryback of a Tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period, shall be for the account of Seller. To the extent that the amount of any Tax that was so economically borne by Seller or any of its Affiliates as described above (except for Taxes described in clause (iii) above) exceeds the amount of such Tax actually due and payable for the Pre-Closing Tax Period as determined (i) when the relevant Tax Return is filed with the applicable Governmental Authority, (ii) in accordance with Section 8.6, as applicable, and (iii) within eighteen (18) months following the Closing Date, and such amount would not otherwise be treated as a Tax Refund for purposes of this Section 8.10, including because such amount relates to a Straddle Period, Seller shall be entitled to such excess (an “Excess Tax Accrual”). Purchaser shall pay to Seller any amount to which Seller is entitled pursuant to this Section 8.10, net of reasonable costs and expenses and Taxes of Purchaser or any of its Affiliates (including the Acquired Companies) relating to such Tax Refund, by wire transfer or delivery of other immediately available funds, within fifteen (15) days (i) in the case of a credit in lieu of a cash Tax Refund, after the filing of a Tax Return that reflects such credit as a reduction in the amount of Taxes payable or any Excess Tax Accrual (ii) in all other cases, after receipt thereof. If the amount of any Tax Refund of the Acquired Companies or Excess Tax Accrual that was paid to the Seller is subs...
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Tax Refunds and Benefits. Overstated Tax Provisions 41
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Related to Tax Refunds and Benefits

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Payments and Benefits Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to:

  • Additional Payments and Benefits The Executive shall also be entitled to:

  • Other Payments and Benefits On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability (as defined in Section 10) or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to termination of employment but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

  • Payment and Benefits Upon the effectiveness of the terms set forth herein, the Company shall provide the Employee with all of the applicable payments and benefits set forth in the Employment Agreement between the Company and the Employee, dated as of , (as amended from time to time, the “Employment Agreement”).

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

  • Taxation of Payments and Benefits The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

  • Severance Payments; Salary and Benefits The Company agrees to provide Employee with the severance payments and benefits described in Section 4(b) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Employee all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

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