VAT Refund Sample Clauses

VAT Refund. The Buyer covenants and agrees to use commercially reasonable efforts, and to cause the Seller Subsidiaries to use commercially reasonable efforts, to diligently pursue the receipt of any VAT Refund relating to any period before Closing, including assisting with any application for such VAT Refund, until such VAT Refund is received or a final, non-appealable ruling is received with respect thereto. If at any time any Seller Subsidiary shall receive any VAT Refund that has been or is applied for pursuant to this Section 3.17, in whole or in part, or from time to time, the Buyer shall promptly pay to Seller cash in an amount denominated in U.S. dollars at the Exchange Rate equal to 85% of the VAT Refund so received by wire transfer of immediately available funds to an account designated by the Seller, together with proof reasonably acceptable to Seller as to such VAT Refund received,. For greater certainty, no VAT Refund will be included in the Closing Date Working Capital Calculation. For greater certainty, any VAT Refund that is or is not applied for by any Seller Subsidiary on or after the Closing Date that relates to the period commencing as at and from the Closing Date, and such VAT Refund is received by any Seller Subsidiary, shall be retained for its own use absolutely. Until Seller is in receipt of the entirety of its entitlement to payments in respect of VAT Refunds pursuant to this Section 3.17, upon reasonable notice to the Buyer, and provided it would not unreasonably interfere with the business and affairs of the Seller Subsidiaries taken as a whole, the Buyer agrees to, and to cause the Seller Subsidiaries to, provide the Seller and its authorized representatives with reasonable access during regular business hours to the premises, books and records of the Seller Subsidiaries in order to satisfy the Seller as to the status of such VAT Refunds (including without limitation, their respective receipt or non-receipt by the Seller Subsidiaries). Any payments made by the Buyer to Seller after the Closing Date pursuant to this Section 3.17 shall be deemed to be an adjustment to the Purchase Price, unless a contrary treatment is required by applicable Laws.
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VAT Refund. 7.2.2.1 Immediately upon receipt of any VAT Refund, the Borrower shall promptly notify the Facility Agent.
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VAT Refund. Each Originator and Servicer shall take any reasonable action, if requested in writing and legally permitted, to assist in collecting any VAT refund (in any manner, including set-off or compensation against any other applicable taxes to the Originator and Servicer) for the benefit of the Purchaser following credit losses on a Purchased Receivable as a result of the Insolvency of an Obligor, including, but not limited to, (i) repurchasing the relevant Purchased Receivable at a price equal to any VAT refund available for collection and any amounts recoverable from the relevant Obligor (if any), (ii) judicially claiming against the relevant Obligor, (iii) taking the legally required steps under the applicable VAT regulations to request the refund of the corresponding VAT from the taxing authorities and (iv) pay such purchase price upon and to the extent of receipt of VAT refund and any amounts recovered from the Obligor.
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VAT Refund. Sellers shall provide to Buyer the benefit of that portion of the VAT refund due from the Governmental Authority in Italy to Italia (the "VAT Refund"), and which is solely attributable to the business operations of the EU Business located in Cusano Milanino, Xxxxx, as reflected in, and as of the date of, the Deal Balance Sheet. As of that date, the VAT Refund is equal to 1,987,818 Euro (the "VAT Refund Amount"). In the event that after good faith efforts, Buyer is unable to obtain the full benefit of the VAT Refund Amount from the Governmental Authority in Italy within the six month anniversary date of Closing, Sellers shall pay to Buyer that portion of the VAT Refund Amount that Buyer does not obtain from the Governmental Authority in Italy (the "VAT Differential"), up to a total amount of $2,315,808, and Buyer shall assign all of its rights to its claims against the Governmental Authority for such amounts to the Sellers. In the event Buyer obtains the benefit of any portion of the VAT Refund after receiving payment of the VAT Differential from Sellers, Buyer covenants and agrees to return to Sellers that amount of the VAT Refund of which it obtains the benefit within 30 days of Buyer's receipt of each such refund.
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VAT Refund. The Obligors will at all times take all steps necessary or desirable to pursue the recovery of all valued added tax from the government of the United Mexican States. The Indemnified Party will execute and deliver such further agreements and other documents and do such further acts and things as PEM or Primero reasonably requests to assist in the recovery of all valued added tax from the government of the United Mexican States. If any Obligor fails to perform any covenant or any other provision of any of the Credit Documents, the Indemnified Party may, in its discretion, perform any such covenant capable of being performed by it, and if any such covenant requires the payment of money the Indemnified Party may, in its discretion, make any such payments. All sums so expended by the Indemnified Party shall be payable on demand and, until paid, shall be added to and be deemed to be included in the Obligations and shall bear interest at the same rate applicable to principal.
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VAT Refund. If the VAT Refund has not been paid to the Borrower Group and credited to the English Secured Cash Account by 31 May 2003 the minimum credit balance to be maintained in the English Secured Cash Account will be adjusted as set out in (A) and (B) below.
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VAT Refund. With respect to any VAT Amount, diligently pursue a refund thereof from the applicable Korean taxing authority as promptly as practicable after any such payment is made by Fairxxxxx Xxxea.
Sample 1
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Related to VAT Refund

  • Tax Refund (a) If, following the imposition of any Tax on any payment by any Obligor in consequence of which such Obligor pays an additional amount under Section 5.5(a), any Lender receives or is granted a refund of any Tax actually paid by it which in such Lender’s sole opinion (acting in good faith) is attributable to such additional amount paid by such Obligor and is both identifiable and quantifiable by it without requiring such Lender or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying (any of the foregoing, to the extent so identifiable and quantifiable, being referred to as a “refund”), such Lender shall, to the extent that it can do so without prejudice to the retention of the relevant refund and subject to such Obligor’s obligation to repay promptly on demand by the Lender the amount to such Lender if the relevant refund is subsequently disallowed or cancelled, reimburse such Obligor promptly after receipt of such refund by such Lender with such amount as such Lender shall in its sole opinion but in good faith have concluded to be the amount or value of the relevant refund.

  • Refund In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following:

  • Withholding Tax Indemnity To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.13. The agreements in this Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this Section 9.13 shall include each L/C Issuer and Swing Line Lender.

  • Withholding; Tax Payments (a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

  • Tax Refunds Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

  • Tax Gross-Up Payment If it shall be determined that any payment to Executive pursuant to this Agreement or any other payment or benefit from the Employer or its affiliates would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then Executive shall receive a gross-up payment pursuant to Exhibit A attached hereto.

  • Excise Tax Gross-Up Payment (i) In the event it shall be determined that any payment or distribution to Grantee or for Grantee's benefit which is in the nature of compensation and is contingent on a change in the ownership or effective control of the Company or the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), paid or payable pursuant to this Agreement (a "Payment"), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the "Excise Tax"), then Grantee shall be entitled to receive an additional payment (the "Excise Tax Gross-Up Payment") in an amount such that, after payment by Grantee of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Excise Tax Gross-Up Payment, Grantee retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Excise Tax Gross-Up Payments under this Section 8(n) shall not be conditioned upon Grantee's Separation from Service. For purposes of determining the amount of any Excise Tax Gross-Up Payment, Grantee shall be considered to pay federal income tax at Grantee's actual marginal rate of federal income taxation in the calendar year in which the Excise Tax Gross-Up Payment is to be made, and state and local income taxes at Grantee's actual marginal rate of taxation in the state and locality of Grantee's residence on the date on which the Excise Tax Gross-Up Payment is calculated, for purposes of this Section 8(n), net of Grantee's actual reduction in federal income taxes which could be obtained from deduction of such state and local taxes, and taking into consideration the phase-out of Grantee's itemized deductions under federal income tax law.

  • Tax Payment In the event it shall be determined that any ----------- payment (other than the payment provided for in this Section 10(a)) or ----- distribution of any type to or for the benefit of the Executive, by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive a payment in an amount equal to the Excise Tax imposed upon the Total Payments; provided, however that the Total -------- ------- Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Executive received the entire amount of such Total Payments and the amount equal to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

  • Excise Tax Payment If, in connection with a Change in Control, the Internal Revenue Service asserts, or if the Executive or the Company is advised in writing by an established accounting firm, that any payment in the nature of compensation to, or for the benefit of, the Executive from the Company (or any successor in interest) constitutes an “excess parachute payment” under Section 280G of the Code, whether paid pursuant to this Agreement or any other agreement, and including property transfers pursuant to securities and other employee benefits that vest upon a Change in Control (collectively, the “Excess Parachute Payments”) the Company shall pay to the Executive, on demand, a cash sum equal to the amount of excise tax due under Section 4999 of the Code on the entire amount of the Excess Parachute Payments (excluding any payment pursuant to this Section VI(H)(3)) (the "Gross-up Amount"). The payment of the "Gross-up Amount" due to the Executive under this Section VI(H)(3) shall be paid as soon as reasonably possible following demand of payment by the Executive, but in no event later than December 31 of the year following the year (A) any tax is paid to the Internal Revenue Service regarding this Section VI(H)(3) or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section VI(H)(3) is completed or resolved.

  • Withholding Tax To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

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