Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any refunds or credits of or against any Excluded Taxes. Purchaser shall, at Seller’s reasonable request and at Seller’s expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refund to which Seller is entitled. Subject to Section 14.6(c), Purchaser shall be entitled to any refunds or credits of or against any Taxes other than refunds or credits of or against Excluded Taxes.
Refunds, Credits and Carrybacks. (a) The Seller Entities shall be entitled to any refunds or credits of or against any Excluded Taxes that are the responsibility of the Seller Entities under Section 10.1(a). Purchaser shall be entitled to any refunds or credits of or against any Taxes relating to Transferred Business, other than refunds or credits of or against Excluded Taxes that are the responsibility of the Seller Entities under Section 10.1(a).
Refunds, Credits and Carrybacks. (a) Subject to Section 8.3(c), Seller shall be entitled to any refunds or credits of or against any Excluded Taxes actually received by Purchasers or the Trayport Companies, net of any Taxes or other reasonable out-of-pocket fees, costs and expenses of any outside attorneys, accountants or external other tax advisors with respect to any such refunds or credits, except to the extent such refund or credit is reflected in the determination of Closing Working Capital. Any such Tax refunds or credits for a Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period pursuant to the principles described in the definition of Excluded Taxes for allocating Taxes with respect to a Straddle Period. Purchasers shall be entitled to any refunds or credits of or against any Taxes other than refunds or credits of or against Excluded Taxes that are described in the first sentence of this Section 8.3(a).
Refunds, Credits and Carrybacks. (a) JPM shall be entitled to any refunds or credits of or against any Excluded Corporate Trust Taxes that are the responsibility of JPM under Section 14.1(a). BNY shall be entitled to any refunds or credits of or against any Taxes relating to the Purchased Corporate Trust Assets or the operation of the Corporate Trust Business or the Assumed Corporate Trust Liabilities, other than refunds or credits of or against Excluded Corporate Trust Taxes that are the responsibility of JPM under Section 14.1(a).
Refunds, Credits and Carrybacks. (a) Purchaser acknowledges and agrees that the HSBC Sellers shall be entitled to any refunds or credits of or against any Excluded Taxes. Purchaser shall be entitled to any refunds or credits of or against any Taxes relating to Transferred Business, other than refunds or credits of or against Excluded Taxes.
Refunds, Credits and Carrybacks. (a) (i) Parent will be entitled to any refund or credit of any Taxes related to a Pre-Closing Tax Period, and Purchaser will be entitled to any refund or credit of any Taxes related to a Post-Closing Tax Period; provided that each Party will be entitled to any refund of any Taxes (A) that such Party (or any of its Affiliates) has paid after the Closing and for which such Party (and its Affiliates) did not receive an indemnity payment pursuant to Section 10.1 or (B) with respect to which such Party (or any of its Affiliates) has made an indemnity payment pursuant to Section 10.1.
Refunds, Credits and Carrybacks. (a) Subject to Section 14.6, Seller shall be entitled to any refunds or credits of or against any Excluded Taxes (and any interest or penalty rebate with respect to such refund or credit) except to the extent such refunds or credits are reflected as an asset in Final Closing Date Working Capital. Purchaser shall, at Seller's reasonable request and at Seller's expense, cause the relevant entity to file for and use reasonable best efforts to obtain any refund or credit to which Seller is entitled, provided that such actions would not have a significant adverse effect on Purchaser and its Affiliates in a Post-Closing Tax Period. Subject to Sections 14.3(c) and 14.6, Purchaser shall be entitled to any refunds or credits of or against any Taxes (and any interest or penalty rebate with respect to such refund or credit) other than refunds or credits of or against Excluded Taxes (except to the extent such refunds or credits are reflected as an asset in Final Closing Date Working Capital).
Refunds, Credits and Carrybacks. (a) Subject to Sections 7.5(b) and 7.5(c), Parent shall be entitled to any refunds or credits of or against any Parent Taxes, any refunds or credits to which Parent is entitled under Section 7.10, any Private Label Sales Tax Refunds and any refunds of or credits against Taxes reported on a Combined Tax Return, Taxes listed in any of Section 7.1(a) through (g) (other than Taxes listed in Section 7.1(A), (B), or (C)) and Taxes for which Parent is entitled to be indemnified under Section 10.2. Purchaser shall be entitled to any refunds or credits of the Transferred Companies or their respective Subsidiaries of or against any Taxes other than refunds or credits to which Parent is entitled.
Refunds, Credits and Carrybacks. Seller shall be entitled to any refunds or credits of or against any Taxes with respect to Pre- Closing Periods (to the extent not included as a Tax refund receivable in the final and binding Closing Statement). Purchaser shall be entitled to any refunds or credits of or against any Taxes with respect to the Company other than refunds or credits with respect to Pre-Closing Periods to which Seller is entitled under the preceding sentence of this Section 13.7 (which shall mean that Purchaser is entitled to the Tax refund receivables shown in the final and binding Closing Statement).
Refunds, Credits and Carrybacks. (a) Seller shall be entitled to any refunds of, and the benefit of any prepayment or credits of or against, any Excluded Taxes, and shall be entitled to the benefits of any Tax prepayments made or other deductions or credits earned during a Pre-Closing Tax Period but applied against Taxes that are not Excluded Taxes. Purchaser shall, at Seller’s reasonable request and at Seller’s expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain any refund to which Seller is entitled. Except as provided in the preceding sentence, and subject to Section 14.3(c), Purchaser shall be entitled to any refunds of, and the benefit of any prepayments or credits of or against, any Taxes of the Acquired Company and the Business relating to Post-Closing Tax Periods.
