Overpayment Credits definition
Examples of Overpayment Credits in a sentence
Purchaser2 will pay over to Seller any such Tax refund (but in all cases within ten business days) after actual receipt of such Tax refund (or, in the case of any such Overpayment Credit, promptly (but in all cases within ten business days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable), less reasonable out of pocket expenses and Taxes incurred to obtain such Tax refunds or Overpayment Credits.
Buyer will pay over to the Representative (for further distribution to the applicable Unitholder(s)) any such Tax refund promptly (but in all cases within five (5) Business Days) after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within five business days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable).
During the Covered Period, Buyer shall cause Blocker and the Surviving Company and its Subsidiaries to use commercially reasonable efforts to diligently pursue any Tax refund claims in order to legally maximize and obtain such Tax refunds and Overpayment Credits.
RMI may use any portion of accumulated unexpired Monthly Overpayment Credits to reduce the amount of any future Minimum Monthly Payment, provided RMI’s purchases exceed the Minimum Monthly Payment by an amount equal to or greater than the credit taken.
If in any month RMI’s payment due is less than the Minimum Monthly Payment (“Monthly Overpayment”), RMI shall be given a credit (“Monthly Overpayment Credit”) equal to the amount of the Monthly Overpayment and Monthly Overpayment Credits may accumulate except that each Monthly Overpayment Credit shall have a term of 12 months.
After the Closing, at the sole expense of the Sellers, the Purchaser shall cause the Company and its Subsidiary to continue to work in good faith and use their reasonable best efforts to diligently prosecute any Tax refund (or Overpayment Credit) claims in order to legally maximize and obtain any such Tax refunds (or Overpayment Credits).