Certain Post-Closing Settlement Payments. (i) Refunds and Overpayments. If, after the Closing, Parent or its Affiliates (a) receive any refund, or (b) applies any overpayment of Taxes with respect to any Pre-Closing Period (except to the extent reflected in the Financial Statements as a current asset) which, in either case (a) and (b), (i) relate to a Tax paid by any Business Subsidiary or (ii) is the subject of indemnification by Seller, Parent shall promptly pay, or cause to be paid, to Seller an amount in aggregate equal to the refund or overpayment (including interest) received or applied by Parent or its Affiliates. Parent agrees to notify Seller promptly of the receipt of any such refund or application of any such overpayment;
Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Holdings, C&A Products or any of the Bison Subsidiaries (other than THI and its Subsidiaries) to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Holdings, C&A Products or any of the Bison Subsidiaries (other than THI and its Subsidiaries) for one or more periods ending within ten years after the Closing Date, Parent shall notify Holdings and provide it with adequate information so that Holdings can reflect on its, C&A Products' or the applicable Bison Subsidiary's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Holdings shall pay to Parent, within 30 days of the realization of any resulting Tax Benefits, the amount of any resulting Tax Benefits.
Certain Post-Closing Settlement Payments. (a) If the examination of any Federal, state, local or other Tax Return of Cendant, Parent, Holdings, or any of the Transferred Companies for any taxable period ending on or before the Closing Date, the pre-closing portion of any Straddle Period or for any taxable year in which the Merger occurs, shall result (by settlement or otherwise) in any adjustment which permits Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof for one or more periods ending after the Closing Date, in each case in respect of the Transferred Assets, Parent will notify Acquiror and provide it with adequate information so that Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate thereof, as the case may be, can reflect on its Tax Returns such increases in deductions, losses or tax credits or decreases in income (including by way of increase in basis), gains or recapture of tax credits. Upon receipt of such information and upon the reasonable request of Parent, Acquiror (or its Affiliates), the Acquiror Sub Surviving Corporation or any of the Transferred Companies, as the case may be, shall reflect on its Tax Returns (including amended Tax Returns) the information provided above. Acquiror shall pay to Holdings the amount of any resulting Tax Benefits Actually Realized by the Acquiror, the Acquiror Sub Surviving Corporation or any of the Transferred Companies (or any of their respective Affiliates).
Certain Post-Closing Settlement Payments. (a) If the examination of any federal, state, local or other Tax Return of the Buyer under Section 8.1(b) shall result (by settlement or otherwise) in any adjustment which permits the Sellers or its Affiliates to increase deductions, losses or Tax credits or decrease the income, gains or recapture of Tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by the Sellers or its Affiliates for one or more periods for which it is required to file a Tax Return, the Buyer shall notify the Sellers and provide it with adequate information so that the Sellers can reflect on its or the appropriate Affiliate's Tax Returns such increases in deductions, losses or Tax credits or decreases in income, gains or recapture of Tax credits. The Sellers shall pay to the Buyer, within 30 days of the receipt of such information, the amount of any resulting Tax Benefits.
Certain Post-Closing Settlement Payments. (i) Purchaser's Claiming, Receiving or Using Refunds and Overpayments. Except as provided in Section 4.11(j)(ii), if, after the Closing Date, Purchaser, Flavors or any of their subsidiaries receive any refund, or utilize the benefit of any overpayment of Taxes which, in either case, (A) relates to a Tax paid by Seller or any of its affiliates on or prior to the Closing Date, or (B) is the subject of indemnification by Seller under this Agreement, Purchaser shall promptly transfer, or cause to be transferred, to Seller the entire amount of the refund or overpayment (including interest) received or utilized by Purchaser. Purchaser shall notify Seller promptly after the discovery of a right to claim any such refund or overpayment and the receipt of any such refund or utilization of any such overpayment. Purchaser shall as promptly as practicable claim any such refund or utilize any such overpayment and shall furnish to Seller all information, records and assistance necessary to verify the amount of the refund or overpayment;
Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of Parent for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Purchaser or the Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Purchaser or the Company for one or more periods ending after the Closing Date, Parent shall notify Purchaser and provide it with adequate information so that Purchaser can reflect on its or the Company's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits within 30 days of such adjustment. Purchaser shall pay to Parent, within 30 days of the receipt of the amount of any Tax Benefits Actually Realized to the extent of any additional Taxes and decrease in Tax Benefits resulting from the adjustments to Parent's Tax Return.
Certain Post-Closing Settlement Payments. (i) Upon the exercise of an option to purchase the capital stock of Xxxxxxx PLC (a "Seller Option") by an employee or former employee of the Company or any of its Subsidiaries and the payment of cash or other property by the Seller (or its designated agent) to the holder of the Seller Option, the Buyer shall pay or cause the Company to pay to the Seller the amount of any Tax Benefit attributable to any payment described in this Section 4.7(h)(i) within 30 days of the filing of the Tax Return upon which such Tax Benefit is reported.
Certain Post-Closing Settlement Payments. Except as otherwise provided in Section 5.4(c):
Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of either Seller for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment which permits Purchaser or any Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits (a “Tax Benefit”) which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by Purchaser or such Company for one or more periods ending after the Closing Date, the Sellers shall notify Purchaser and provide it with adequate information so that Purchaser can reflect on its or the Company’s Tax Returns such Tax Benefit. Purchaser shall pay to the Sellers an amount equal to the actual Tax savings produced by such Tax Benefit within thirty (30) days of the filing of the Tax Returns for the taxable year in which such Tax savings is realized by Purchaser or the Company.
Certain Post-Closing Settlement Payments. (i) If the examination of any federal, state, local or other Tax Return of the Seller for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment that permits the Purchaser, the Company, or any Company Subsidiary to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits which would otherwise (but for such adjustments) have been reported or taken into account (including by way of any increase in basis) by the Purchaser, the Company, or any Company Subsidiary for one or more periods beginning and ending within ten (10) years after the Closing Date, the Seller shall notify the Purchaser and provide it with adequate information so that the Purchaser can reflect on its, the Company's, or Company Subsidiary's Tax Returns such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. The Purchaser shall pay to the Seller, within thirty (30) days of the filing of the Tax Returns for the taxable year in which the Tax Benefit was realized, the amount of any resulting Tax Benefit. "
