Tax Refunds and Credits Clause Samples
The 'Tax Refunds and Credits' clause defines how any tax refunds, credits, or similar benefits related to the subject matter of the agreement are to be handled between the parties. Typically, this clause specifies which party is entitled to receive such refunds or credits, and may outline procedures for claiming them or for reimbursing the other party if a benefit is received. Its core practical function is to allocate financial benefits arising from tax matters fairly and clearly, preventing disputes over entitlement to tax-related gains.
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Tax Refunds and Credits. The Buyer shall, within 10 days of receipt of any Tax refund or credit which is unrelated to the Tax position or Tax status of the Buyer or any other Transferees or their affiliates, relates to any Tax period beginning prior to the Closing Date and is received by or on behalf of the Buyer or any affiliate or successor thereto with respect to any of the Group Subsidiaries (a) for or attributable to any Tax period of any of the Group Subsidiaries ending on or prior to the Closing Date or (b) for or attributable to any period up to and including the Closing Date which is part of a Tax period of any of the Group Subsidiaries beginning prior to and ending after the Closing Date, pay the amount of such Tax refund or credit to Stanhome, net of Taxes and costs expended by the Buyer (including any interest thereon, net of taxes, or other addition thereto); provided, however, that the amount shall not be required to be paid by the Buyer to Stanhome under and in accordance with this first sentence of Section 4.10 unless and until the aggregate of such amounts total at least $20,000. If the amount of any such Tax refund or credit is applied against any other Tax liability of any of the Group Subsidiaries, the Buyer or any affiliate or successor thereto for Taxes for any Tax period, the Buyer shall, within 10 days of the date of such application, pay to Stanhome an amount equal to the amount of the Tax refund or credit (including any interest thereon or other addition thereto). The Buyer shall deliver with the payment to Stanhome a written explanation of the facts surrounding the Tax refund or credit and a copy of any related notice or statement received from the relevant Tax Authority. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed by final decision of a court of competent jurisdiction, Stanhome shall indemnify and hold harmless the Buyer for any Tax liability, including interest and penalties, assessed against Buyer by reason of the reduction or disallowance. The payment of any amount to Stanhome pursuant to this Section 4.10 shall be considered to be a Total Purchase Price adjustment.
Tax Refunds and Credits. The Indemnity Participant shall be entitled to all Tax refunds (or credits of such refunds against other Taxes) with respect to the Company and its Subsidiaries with respect to any Pre-Closing Tax Period to the extent such refunds are not accounted for in the calculation of the Final Closing Adjustment. The Buyer shall pay over to Indemnity Participant the amount of any such Tax refund (or credit in lieu of refund) (together with any interest received from any Governmental Entity with respect thereto) promptly after actual receipt of such Tax refund or, in the case of a credit of such refund against other Taxes, upon the filing of the applicable Tax Return where such credit is used to reduce Taxes otherwise payable, in each case, by the Buyer or any Affiliate thereof (including the Company and its Subsidiaries), provided that, the amount to be paid over to the Indemnity Participant shall be reduced by any Taxes and reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the receipt or utilization thereof. The Buyer and its Affiliates shall request a refund (rather than a credit in lieu of a refund) with respect to the Company and its Subsidiaries for all Pre-Closing Tax Periods. Except with respect to the Employee Retention Credit, upon the reasonable request and at the expense of (to the extent of reasonable out-of-pocket costs and expenses) the Indemnity Participant, the Buyer shall and shall cause its Affiliates (including the Company and its Subsidiaries) to take all steps reasonably requested by the Indemnity Participant to apply for and obtain any Tax refund or credit that the Indemnity Participant may be entitled to under this Section 6.11(f)(i). Notwithstanding the foregoing, [**] shall be entitled to the net amount collected by the Company and its Subsidiaries in respect of the Employee Retention Credit (for the avoidance of doubt, net of any costs, expenses (including any amount payable to [**]), and Taxes, in each case relating to or payable on the Employee Retention Credit); provided that if the Company or any of its Subsidiaries is required to repay all or any portion of the Employee Retention Credit to the Internal Revenue Service following a determination by the Internal Revenue Service that the Company or any of its Subsidiaries was not entitled to the Employee Retention Credit, [**] shall pay to Buyer, by wire transfer of immediately available funds to the account or accounts designated by Buyer in writing, an amount ...
Tax Refunds and Credits. All real estate and personal property tax refunds and credits with respect to any Facility shall be apportioned between Meridian and Prudential as follows:
(a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable in the calendar year in which the Closing occurs (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Meridian and Prudential in proportion to the number of days in such calendar year that each party owned such Facility (with title to such Facility being deemed to have passed as of 12:01 a.m. on the Closing Date);
(b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the calendar year in which the Closing occurs (regardless of the year for which such taxes are assessed), Prudential shall be entitled to the entire refunds and credits; and
(c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the calendar year in which the Closing occurs (regardless of the year for which such taxes are assessed), Meridian shall be entitled to the entire refunds and credits.
Tax Refunds and Credits. Any refunds, credits against Taxes or similar Tax benefit (including any interest paid or credited with respect thereto) of, or with respect to, the Acquired Companies that are attributable or allocable to any Pre-Closing Tax Period (or the Pre-Closing Tax Period of any Straddle Period) will be for the benefit of the Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount of any such refunds and other benefits (whether received as a refund or as a credit against or an offset of Taxes otherwise payable) to the Seller within 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has b...
Tax Refunds and Credits. Subject to the following sentence, any Tax refunds that are received by Buyer or any Target Company or any Target Subsidiary, and any amounts credited against Tax to which Buyer or any Target Company or any Target Subsidiary becomes entitled, that relate to a Pre-Closing Period shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto, to the extent such refund or credit exceeds the amount reserved therefor as a Tax asset on the Closing Date Pro Forma Balance Sheet. Any Income Tax refunds that are received by Seller or any affiliate (other than Target Company or any Target Subsidiary), and any amounts credited against Income Tax to which Seller or any affiliate (other than any Target Company or any Target Subsidiary) becomes entitled, that are attributable to a carryback of Post-Closing Tax losses or credits attributable to the Business or any Target Company or Target Subsidiary, shall be for the account of Buyer, and Seller shall pay over to Buyer any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto, provided that this sentence shall apply only to the extent that such Post-Closing Tax losses or credits are required by law to be carried back to a Pre-Closing Period and such carryback cannot be waived. To the extent requested by Seller, and at Seller's expense, Buyer shall reasonably cooperate with Seller in applying for and obtaining any available Tax refunds with respect to Pre-Closing Periods.
Tax Refunds and Credits. Each Tax Indemnified Party agrees that if such Person determines in its sole discretion exercised in good faith that it subsequently recovers or receives a Tax Credit attributable to a Tax Payment (including the payment of additional amounts by any Borrower pursuant to this Section 4.7), such Person shall promptly pay such Borrower such Tax Credit (but only to the extent of the Tax Payments made with respect to the Taxes giving rise to such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such Person and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Tax Credit); provided that if, due to subsequent adjustment of such Tax Credit, such Person is required to repay such amount to the relevant Governmental Authorities, such Borrower agrees to repay such Person, as the case may be, the amount required to be repaid, plus any interest imposed by the Governmental Authority in respect thereof.
Tax Refunds and Credits. Any Tax refunds received by Buyer or any Affiliate thereof, and any amounts credited against Tax to which Buyer or any Affiliate thereof become entitled, that relate to Pre-Closing Taxes or that are attributable to Taxes for which Seller is responsible under this Agreement shall be for the account of Seller, and Buyer promptly shall pay over to Seller any such refund or the amount of any such credit after receipt or entitlement thereto. Any Tax refunds received by Seller or any Affiliate thereof, and any amounts credited against Tax to which Seller or any Affiliate thereof become entitled, that relate to Post-Closing Taxes or that are otherwise attributable to Taxes for which Buyer is responsible under this Agreement shall be for the account of Buyer, and Seller promptly shall pay over to Buyer any such refund or the amount of any such credit after receipt or entitlement thereto.
Tax Refunds and Credits. If the Administrative Agent or a Lender or an Issuing Bank determines, in its reasonable discretion, that it has received a refund or credit of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 5.03, it shall pay over the amount of such refund or credit to the applicable Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the applicable Loan Party under this Section 5.03 with respect to the Taxes giving rise to such refund or credit), net of all out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, that the applicable Loan Party, upon the request of the Administrative Agent or such Lender or such Issuing Bank, agrees to repay the amount paid over to the applicable Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or such Issuing Bank in the event the Administrative Agent or such Lender or such Issuing Bank is required to repay such refund or credit to such Governmental Authority. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.
Tax Refunds and Credits. All real estate and personal property tax refunds and credits with respect to the Property (net of costs of collection and any refunds due tenants) shall be apportioned between Buyer and Seller as follows:
(a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable in the calendar year in which the Closing occurs (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in proportion to the number of days in such calendar year that each party owned the Property (with title to the Property being deemed to have passed as of 12:01 a.m. on the Closing Date);
(b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the calendar year in which the Closing occurs (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and
(c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the calendar year in which the Closing occurs (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.
Tax Refunds and Credits. Any refunds or credits of Taxes, to the extent arising from taxable periods (or portions thereof) ending on or before the Closing Date, shall be for the account of Seller and, to the extent arising from taxable periods (or portions thereof) beginning after the Closing Date, shall be for the account of Buyer. Seller and Buyer each shall promptly forward to the other any such refunds or credits due to the other after receipt thereof.