Carryback Clause Samples

Carryback. Notwithstanding Section 3.04, to the extent permitted by law, Geo Point Nevada shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Spin-Off Date unless Geo Point Utah otherwise elects, in its sole discretion, to allow such carryback.

Carryback. Notwithstanding Section 3.04, to the extent permitted by law, the Celera Group shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless Applera otherwise elects, in its sole discretion, to allow such carryback. To the extent that Celera is required under law to carry back Tax Assets described in this section, Applera agrees to pay to Celera the United States federal Income Tax Benefit from the use in any Pre-Split-Off Period (the “Carryback Period”) of a carryback of any such Tax Asset of the Celera Group from a Post-Split-Off Period (other than a carryback of any Tax Asset attributable to Exchange Taxes for which the liability is borne by Applera or any Applera Affiliate). If subsequent to the payment by Applera to Celera of the United States federal Income Tax Benefit of a carryback of a Tax Asset of the Celera Group, there shall be a Final Determination which results in a (1) change to the amount of the Tax Asset so carried back or (2) change to the amount of such United States federal Income Tax Benefit, Celera shall repay to Applera, or Applera shall repay to Celera, as the case may be, any amount which would not have been payable to such other Party pursuant to this Section 3.05 had the amount of the benefit been determined in light of these events. Nothing in this Section 3.05 shall require Applera to file an amended Tax Return or claim for refund of United States federal Income Taxes; provided, however, that Applera shall use its commercially reasonable efforts to use any carryback of a Tax Asset of the Celera Group that is carried back under this Section 3.05.

Carryback. Buyer and the Acquired Group may carry back any item into any consolidated, combined or unitary Tax Returns for Seller Years.

Carryback. Notwithstanding Section 3.04, to the extent permitted by law, Interim shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless WZE otherwise elects, in its sole discretion, to allow such carryback.

Carryback. ▇▇▇▇▇ and ▇▇▇▇▇▇ have executed a promissory note, deed of trust, and other ancillary documents to evidence Seller’s agreement to provide seller financing in the amount of the Carryback (such documents, the “Carryback Documents”). The Carryback Documents shall generally include the following terms: A. One Million Two Hundred Thousand and No/100 Dollars ($1,200,000.00) promissory note by Buyer to Seller (the “Note”). The Note will contain a ten-year term with monthly payments of Ten Thousand and No/100 Dollars ($10,000.00), comprised of Five Thousand and No/100 ($5,000.00) to principal and Five Thousand and No/100 ($5,000.00) to interest. The Note will contain a payment schedule evidencing monthly payments and the principal outstanding under the Note, as reduced in accordance with the above. B. Buyer may pre-pay the outstanding principal balance on the Note at any time without penalty or premium. C. The Note will be secured by a deed of trust on the Property; provided, however, the parties acknowledge that Buyer intends to redevelop the Property and may secure debt financing to complete the development, and in the event the lender requires a first position deed of trust on the Property to disburse the development financing, (i) Seller agrees to subordinate its deed of trust to second position, and (ii) Buyer agrees to supplement Seller’s collateral for the Note using real property owned by Buyer’s affiliate, located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇), ▇▇ ▇▇▇▇▇, or other suitable property. Seller’s position on any additional secured property will be in first position, and the deed of trust on the Green Valley property, if applicable, shall provide that for the period of ▇▇▇▇ ▇▇▇▇▇▇ holds the deed of trust on the Green Valley property, if at all, Buyer shall keep the Green Valley property free of additional encumbrances and liens.

Carryback. Notwithstanding Section 3.04, to the extent permitted by law, FHA shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless WZE otherwise elects, in its sole discretion, to allow such carryback.