Tax Refunds and Carrybacks
Tax Refunds and Carrybacks Sample Clauses
Related to Tax Refunds and Carrybacks
Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).
Tax Refunds Any refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the case may be, attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax Asset, net of any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to perfect their rights in and obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the Transferred Entities or in respect of the Business received following the Closing Date.
Refunds and Tax Benefits Except to the extent such Taxes (x) are reflected as an asset on the face of the final and binding Closing Date Balance Sheet (rather than in any notes thereto), and (y) taken into account in determining the final and binding calculation of the Purchase Price, any refunds of Taxes actually received by Acquirer, the Company or any of their Subsidiaries following the Closing Date that are attributable to the Company or any of its Subsidiaries for any Pre-Closing Tax Periods (“Tax Refunds”), shall, subject to this Section 9.6, be for the account of Seller and paid over to Seller within fifteen (15) days after receipt thereof, provided the amount paid over to Seller shall be net of any costs (including any Taxes) incurred in respect of the receipt of such Tax Refund, including any reasonable costs associated with Acquirer’s review and filing of any Refund Claim Return. Acquirer shall promptly notify Seller in writing of any Tax Refund actually received after the Closing. Seller may request Acquirer to file (or cause to file) any Tax Returns or other claims for Tax Refunds (“Refund Claim Returns”). Neither Acquirer, the Company nor any of their Subsidiaries shall be required to file any Refund Claim Return with any Tax authority unless and until Acquirer determines (in its reasonable discretion) that such Refund Claim Return (i) is more likely than not to succeed and
Refunds and Credits Any refunds and credits attributable to the Pre-Closing Tax Period shall be for the account of Seller and any refunds and credits attributable to any period which is not part of the Pre-Closing Tax Period are for the account of Buyer.
Refunds and Overpayments A. At its sole discretion, the System Agency may:
No Setoff or Deductions; Taxes; Payments The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.
Refunds You alone are (and PayPal is not) responsible for: • Your legal and contractual obligations towards the payer for any amount you return to the payer. • Any difference between the cost to the payer of making the original payment and the value of the amount returned to the payer (for instance, as a result of transaction exchange rate fluctuations) except to the extent that the refund is an incorrect payment (see the section on Resolving Problems). See our fees for details of the fees you paid to us as the recipient of the original payment which we retain when you use the special commercial transaction refund functionality in your PayPal account, as we may allow from time to time, except to the extent that the refund is an incorrect payment (see the section on Resolving Problems).
Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that:
Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.
Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13
