Waiver of Carrybacks Sample Clauses

Waiver of Carrybacks. To the extent permitted by law, the PLG Entities shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax attributes (including the election under Section 172(b)(3) of the Code) from any Post-Closing Period to any Pre-Closing Period. If and to the extent that a PLG Entity is not permitted by applicable law to forego such a carryback and requests in writing that Colt obtain a refund with respect to such carryback, then (a) Colt shall use commercially reasonable efforts to obtain a refund of Tax with respect to such carryback (including by filing an amended Tax Return) and (b) to the extent that Colt receives a refund of Taxes (including interest received thereon) attributable to such carryback, Colt shall pay such refund to Buyer. Colt shall be entitled to reduce the amount of any such refund for its reasonable costs and expenses incurred in connection with such refund, including any Taxes imposed on the accrual or receipt of such refund or interest thereon.
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Waiver of Carrybacks. If any member of the Constar Group generates a net operating loss in a taxable period beginning after the Effective Date, Constar hereby agrees to waive (or cause such other member of the Constar Group to waive) the right to carry back such net operating loss pursuant to Code Section 172(b)(3), so that no such net operating losses will be carried back to any Crown Consolidated Return. Similar procedures shall be followed in any state or locality where Constar might otherwise have the right to carry back a net operating loss to a Crown Group combined, consolidated or unitary Tax Return. In no circumstances shall Constar have the right to carry back a net operating loss to a Crown Consolidated Return, and any refund or credit that may be paid to or received by the Crown Group on account of any such carryback shall remain the sole property of the Crown Group.
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Waiver of Carrybacks. Chicago Title agrees that Chicago Title shall make all available elections to waive or relinquish the right to claim in, or carryback to, any Tax Period for which any member of the Chicago Title Group was also a member of the Alleghany Group arising in a Post-Distribution Period, and Chicago Title shall make no affirmative election to claim any such carryback of any net operating loss, net capital loss, unused or excess tax credit, or other similar deductible or creditable Tax items which may or must be carried from any Post-Distribution Period back to a Pre-Distribution Period under the Code.
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Waiver of Carrybacks. The Purchaser shall cause the Companies to elect, when permitted by Applicable Law, to carry forward and to waive any right to carryback any net operating loss, credit or other item arising after the Closing Date that could, in the absence of such an election or waiver, be carried back to a taxable period of such Company, ending on or before the Closing. If any net capital loss, foreign tax credit or research and development credit arising after the Closing Date shall be carried back to any such period, the Purchaser shall indemnify Sellers and their Affiliates for all reasonable costs and expenses incurred by the Sellers or their Affiliates in filing such claims or in connection with any audit of such claims and for any Losses resulting from the adjustment, reduction or disallowance of any such capital losses or credits.
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Waiver of Carrybacks. The Acquired Companies shall waive any carryback for federal income tax purposes of net operating losses or credits that accrued in the taxable year ended December 31, 2016.
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Waiver of Carrybacks. (a) GenTek shall, and shall cause its Subsidiaries to, waive (i) the carryback of any net operating loss from each Tax period beginning on or after the Distribution Date to the Consolidated Returns or Prior Period Consolidated Returns, and (ii) the carryback of any Tax loss, deduction, credit or other benefit from each Tax period beginning on or after the Distribution Date to any other Controlled Return, unless in each case, GenTek obtains the prior written consent GCG.
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Waiver of Carrybacks. Chicago Title agrees that Chicago Title shall make all available elections to waive or relinquish the right to claim in, or carryback to, any Tax Period for which any member of the Chicago Title Group was also a member of the Alleghany Group
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Related to Waiver of Carrybacks

  • Waiver of Counterclaims Each Borrower and Guarantor waives all rights to interpose any claims, deductions, setoffs or counterclaims of any nature (other then compulsory counterclaims) in any action or proceeding with respect to this Agreement, the Obligations, the Collateral or any matter arising therefrom or relating hereto or thereto.

  • Waiver of Usury, Stay or Extension Laws The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

  • Waiver of Defenses Guarantors hereby agree that their obligations hereunder shall not be affected or impaired by, and hereby waive and agree not to assert or take advantage of any defense based on:

  • Waiver of Claims 9.1. The CONTRACTOR's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the CITY arising out of this Agreement or otherwise related to the Project, except those previously made in writing and identified by the CONTRACTOR as unsettled at the time of the final payment. Neither the acceptance of the CONTRACTOR's services nor payment by the CITY shall be deemed to be a waiver of any of the CITY's rights against the CONTRACTOR.

  • Waiver of Statutory Provisions The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.

  • Waiver of Conflict The law firm of Synergy Law Group, L.L.C. (“Law Firm”) has disclosed to the parties its potential conflicts of interest arising from the negotiation of this Agreement. The Law Firm currently represents or has represented the Company and the Employee, and the Law Firm has advised the parties that they have the right to seek independent representation. The Company and Employee acknowledge that they have been advised of all conflicts of interest arising from the representation provided to the parties referenced herein by attorneys from the Law Firm. The parties hereby waive any conflict of interest resulting from the past, current and future representation provided by the Law Firm to the Company and the Employee in matters both related and unrelated to this Agreement.

  • Waiver of Conflicts Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the

  • Waiver of Marshaling Each Pledgor hereby waives any right to compel any marshaling of any of the Collateral.

  • Waiver of Counterclaim Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

  • Waiver of Marshalling Notwithstanding the existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided in this Instrument, the Note, any other Loan Document or applicable law. Lender shall have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the proceeds realized upon the exercise of such remedies. Borrower and any party who now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Instrument waives any and all right to require the marshalling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels or as an entirety in connection with the exercise of any of the remedies permitted by applicable law or provided in this Instrument.

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