Common use of Refund Claims Clause in Contracts

Refund Claims. Except as otherwise provided in Section 8.4(g), to the extent any determination of Tax liability of the Company, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of TAXES paid attributable to (i) any period which ends on or before the CLOSING DATE, (ii) the Section 338(h)(10) Election or (iii) any period which includes the CLOSING DATE but does not begin or end on that day, any such refund shall belong to Seller, provided that in the case of any Tax refund described in clause (iii) of this Section 8.4(f), the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the CLOSING DATE (determined on the basis of an interim closing of the books as of the CLOSING DATE), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds shall belong to Purchaser. Any payments made under this Section 8.4(f) shall be net of any TAXES payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 8.4(f)).

Refund Claims. Except The Purchasers and the Subsidiaries shall, upon reasonable written request of the Sellers, file a claim for a refund with the appropriate Tax Authority for any taxable period ending on or before the Closing Date, but only if and to the extent that such a claim would not, or would not be reasonably likely to, result in any Tax liability to the Purchasers and the Subsidiaries for full or partial periods after the Closing. The Sellers will provide the Purchasers or the Subsidiaries with such information as otherwise provided in Section 8.4(g), may reasonably be necessary to enable the Purchasers or the Subsidiaries to file a claim for a refund of such Taxes. To the extent any determination of Tax liability of the CompanySubsidiaries, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of TAXES Taxes paid which are attributable to (i) any Tax period which ends ending prior to or on or before the CLOSING DATE, (ii) the Section 338(h)(10) Election or (iii) any period which includes the CLOSING DATE but does not begin or end on that dayClosing Date, any such refund that is actually received by a Subsidiary within four (4) years after the Closing Date shall belong to the applicable Seller, provided that in but only if such claim is not the case result of any carrybacks from Tax refund described in clause (iii) of this Section 8.4(f), periods or partial periods beginning after the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the CLOSING DATE (determined on the basis of an interim closing of the books as of the CLOSING DATE), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds shall belong to PurchaserClosing Date. Any payments made under this Section 8.4(f) 9.06 shall be net of any TAXES Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 8.4(f)9.06).

Refund Claims. Except as otherwise provided in Section 8.4(g), to To the extent any determination of Tax liability of the Finance Company, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of TAXES Taxes paid attributable to (i) any period which ends on or before the CLOSING DATEClosing Date, (ii) the Section 338(h)(10) Election or (iii) any period which includes the CLOSING DATE Closing Date but does not begin or end on that day, any such refund shall belong to Seller, Seller (provided that in the case of any Tax refund described in pursuant to clause (iii) of this Section 8.4(f)6.5, the portion of such Tax refund which shall belong to Seller shall be that portion that is which bears the same ratio to the total Tax refund attributable to the period as the taxable income for the portion of that period which ends on the CLOSING DATE Closing Date (determined on the basis of an interim closing of the books as of books) bears to the CLOSING DATEtaxable income for the total period), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds shall belong to remain the property of Purchaser. Any payments made under this Section 8.4(f) 6.5 shall be net of any TAXES Taxes payable with respect to such refund, credit or interest thereon (taking into account thereon. Notwithstanding the foregoing, any actual reduction in Tax liability realized upon the payment pursuant refunds of Taxes that were paid by an Obligor under a Financing Contract or by any other party shall belong to this Section 8.4(f))such party.

Refund Claims. Except as otherwise provided in Section 8.4(g), to To the extent any determination of Tax liability of the Company, Group or the Subsidiaries, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of TAXES Taxes paid attributable to (i) any period which ends on or before the CLOSING DATEClosing Date, (ii) any sale, exchange or other disposition of property which occurred on or prior to the Section 338(h)(10) Election Closing Date, or (iii) any period which includes the CLOSING DATE Closing Date but does not begin or end on that day, any such refund shall belong to Seller, ; provided that in the case of any Tax refund described in clause (iii) of this Section 8.4(f7(f), the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the CLOSING DATE Closing Date (determined on the basis of an interim closing of the books as of the CLOSING DATEClosing Date), and Purchaser shall promptly pay any such refundportion, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds shall belong to Purchaser. Any payments made under this Section 8.4(f7(f) shall be net of any TAXES Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 8.4(f)).into

Refund Claims. Seller shall not file any amended Tax Return or file or apply for any Tax refund with respect to any Snapple Company without the consent of Acquiror, which consent shall not be unreasonably withheld, it being understood and agreed that the foregoing shall not apply to the utilization of any loss arising on the sale of the Shares. Except as otherwise provided in Section 8.4(g)8.7, to the extent any determination of Tax liability of the Company, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, Snapple Companies results in any refund of TAXES Taxes paid attributable with respect to (i) any period which ends on or before the CLOSING DATE, Closing Date or (ii) the Section 338(h)(10) Election or (iii) any period which includes the CLOSING DATE Closing Date but does not begin or end on that day, any such refund shall belong to Seller, provided that any Tax refund described in clause (i) or (ii) of this Section 8.6 that is attributable to a carryback with respect to state or local income Taxes arising after the Closing Date shall belong to Acquiror to the extent that Acquiror is not permitted under the applicable state or local law to elect to carry forward the NYFS09...:\69\68669\0030\165\AGRN266W.00J relevant tax attribute and provided further that in the case of any Tax refund described in clause (iiiii) of this Section 8.4(f), 8.6 the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the CLOSING DATE Closing Date (determined on the basis of an interim closing of the books as of the CLOSING DATEClosing Date), and Purchaser Acquiror shall promptly pay any such refundrefund that belongs to Seller, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds shall belong to PurchaserAcquiror. Any payments made under this Section 8.4(f) 8.6 shall be net of any TAXES Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 8.4(f)8.6).

Refund Claims. Except as otherwise provided in Section 8.4(g), to To the extent any determination of Tax liability of any of the CompanySSG Companies, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of TAXES Taxes paid attributable to (i) any period which ends on or before the CLOSING DATE, Closing Date or (ii) the Section 338(h)(10) Election or (iii) any period which includes the CLOSING DATE Closing Date but does not begin or end on that day, any such refund shall belong to SellerSoftbank Holdings or Softbank Europe, as applicable, (provided that in the case of any Tax refund described in pursuant to clause (iii) of this Section 8.4(fsubparagraph 9.6(d), the portion of such Tax refund which shall belong to Seller such party shall be that portion that is which bears the same ratio to the total Tax refund attributable to the period as the taxable income for the portion of that period which ends on the CLOSING DATE Closing Date (determined on the basis of an interim closing of the books as of books) bears to the CLOSING DATEtaxable income for the total period), and Purchaser CustomerOne Holding shall promptly pay upon receipt thereof any such refund, and the interest actually received thereon, if any, to Seller upon receipt thereof by PurchaserSoftbank Holdings or Softbank Europe, as applicable. Any and all other refunds shall belong to Purchaserremain the property of CustomerONE Holding. Any payments made under this Section 8.4(f9.6(d) shall be net of any TAXES Taxes payable with respect to such refund, credit or interest thereon (taking into account thereon. Notwithstanding the foregoing, any actual reduction in Tax liability realized upon the payment pursuant refunds of Taxes that were paid by any Person who is an obligor or lessee under any Contract or by any other party shall belong to this Section 8.4(f))such party.