Applicable Refund definition
Examples of Applicable Refund in a sentence
In resolving such disputed items, the Accounting Firm’s final determination of the Net Applicable Refund Payments shall not be less than the amount thereof shown in the Applicable Recipient’s calculation in the CVR Payment Notice, nor more than the amount thereof shown in the CVR Representative’s calculation delivered pursuant to the Notice of Objection.
If Parent delivers a Parent Notice of Objection within such ten (10) Business Day period, then such objections shall be resolved following the procedures set forth in Section 2.12(d), applied mutatis mutandis, and fifty percent (50%) of the fees and costs of the Accounting Firm utilized therein shall be borne by the Company and be deemed expenses for purposes of determining Net Applicable Refund Payments and the remaining fifty percent (50%) shall be borne by Parent.
For the avoidance of doubt, (i) an Applicable Refund shall include any refund or credit arising under a composite or other similar return filed by the Company or any relevant Affiliate of the Company and joined by one or more Sellers and (ii) this Section 6.12.6 shall impose no obligation upon the Purchaser with respect to any Tax refund or credit to which the Company or any relevant Affiliate of the Company may be entitled in their respective capacities as business entities.
To the extent that Buyer or any Company Entity receives an Applicable Refund, Buyer shall pay to Sellers Representative (for further payment to the Sellers) the amount of such Applicable Refund (and any interest received from the Taxing Authority with respect to such Applicable Refund).
Buyer shall, and shall cause its Affiliates to, take commercially reasonable actions to claim any Applicable Refund in excess of $50,000 if (x) requested by Sellers or Sellers Representative within three (3) years of the Closing Date or (y) Buyer receives written notice from a Taxing Authority of the availability of such Applicable Refund within three (3) years of the Closing Date.