Examples of Tax Refund Claim in a sentence
With respect to any Tax Refund Claim, the Escrow Agent shall disburse the amount requested within 5 days of its receipt of the notice.
Without limiting the effectiveness of the sale, transfer, grant or conveyance of the interest in the Tax Refund Claim to Buyer provided for in this Agreement, Buyer shall not be required to pay one hundred twenty percent (120%) of the balances currently known to be owed by each Seller to the IRS.
Each Seller shall be responsible for and pay any and all costs or expenses incurred or owing in connection with the preparation or filing of the Tax Refund Claim.
Each Seller shall maintain current, accurate and complete books and records regarding the Tax Refund Claim and shall make such books and records available for Buyer’s inspection upon reasonable prior notice.
For the avoidance of doubt, KL2 3282843.2 4872-2875-6039v.5 in the event that the IRS audits any Seller’s Claim for Refund and in connection therewith or for any reason, subsequently seeks the return or disgorgement (via offset or otherwise), of all or any portion of any refund amount paid to any Seller on account of its Tax Refund Claim, each Seller shall have no claim against Buyer for any such amount (even if Buyer collected such funds from the IRS).
Buyer does not assume and shall not be responsible for any obligations, liabilities or expenses of any Seller related to or in connection with the Tax Refund Claim or any of each Seller’s obligations, liabilities, or expenses (including any which may arise pursuant to an audit or otherwise) owing to the IRS or any authority or instrumentality of the United States.
Notwithstanding the foregoing, each Seller has advised Buyer of the existence of certain liens and/or outstanding balances in favor of certain lenders and/or taxing authorities, including but not limited to the IRS, which may be secured by the Tax Refund Claim.
No Seller may assign or delegate all or any portion of its Transferred Interests or any of its obligations in respect of the Tax Refund Claim, the Transferred Interests, this Agreement, its rights under this Agreement, or any interest in any of the foregoing without the prior written consent of Buyer.
The Loan Parties shall (i) timely file all claims or amended returns making claims for the maximum amount of CARES Act Tax Refund Claim available under applicable Law to the Loan Parties (and any Subsidiary filing as a part of a consolidated, combined or unitary Tax group) as reasonably determined by the Lead Borrower and (ii) take such other actions as the Administrative Agent may reasonably request in respect of the CARES Act Tax Refund Claim.
Seller shall maintain current, accurate and complete books and records regarding the Tax Refund Claim and shall make such books and records available for Buyer’s inspection upon reasonable prior notice.