Carrybacks and Carryovers Clause Samples

The Carrybacks and Carryovers clause defines how tax benefits, such as losses or credits, can be applied to past or future tax periods. In practice, this clause specifies whether a party can use a loss incurred in the current year to offset taxable income from previous years (carryback) or future years (carryover), and may outline procedures for claiming these benefits or allocating them between parties. Its core function is to clarify the treatment of tax attributes across different tax years, ensuring both parties understand how such benefits are handled and reducing the risk of disputes over tax savings.
Carrybacks and Carryovers. In the event that any member of the ------------------------- Ventiv Subgroup realizes any loss, credit or other Tax attribute in any Post- Distribution Taxable Period, such member may elect to carry back such loss, credit or Tax attribute to a prior ▇▇▇▇▇▇ Consolidated Group taxable year. ▇▇▇▇▇▇ shall cooperate with Ventiv in seeking from the appropriate taxing authority any Refund that reasonably would result from such carryback. Ventiv shall be entitled to any Refund (or other Tax benefit) realized by a member of the ▇▇▇▇▇▇ Subgroup (including any interest thereon received from such taxing authority) attributable to such carryback, within 10 days after such Refund (or other benefit) is received; provided, however, that -------- ------- ▇▇▇▇▇▇ shall be entitled to Refunds that result from the carryback of a loss, credit or other Tax attribute by a member of the ▇▇▇▇▇▇ Subgroup from a Post- Distribution Taxable Period to a Pre-Distribution Taxable Period. Except as otherwise provided by applicable law, if a member of the Ventiv Subgroup and a member of the ▇▇▇▇▇▇ Subgroup both may carry back a loss or other Tax attribute to the same ▇▇▇▇▇▇ Consolidated Group taxable year, any Refund (or other Tax benefit) resulting therefrom shall be allocated between Ventiv and ▇▇▇▇▇▇ proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the Ventiv Subgroup and the ▇▇▇▇▇▇ Subgroup, respectively, would have been entitled had its carrybacks been the only carrybacks to such taxable year. Similarly, Ventiv shall be entitled to the benefit, in Post- Distribution Taxable Periods, of any net operating loss, capital loss, unused investment or foreign tax credit or other Tax attribute arising in a Pre- Distribution Taxable Period (including with respect to an affiliated group of which Ventiv was a member) and properly apportioned to a member of the Ventiv Subgroup in accordance with Treasury Regulation Sections 1.1502-21 and 1.1502-22 or other applicable law.
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Carrybacks and Carryovers. Seller will not pay to the Buyer any refund of Taxes or reduction in Seller's liability for Taxes resulting from a carryback of a post-acquisition tax attribute of the Company into the Seller Group's consolidated tax return, and Buyer and the Company shall be permitted to waive the carryback of any such post-acquisition tax attribute. Such payment shall be made promptly after such refund or reduction is realized by the Seller Group. Seller will cooperate with the Company and the Buyer in obtaining any such refund or reduction in Taxes, including through the filing of amended tax returns or refund claims.
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Carrybacks and Carryovers. PNC Asset Management Group ------------------------------------------------------ Consolidated Returns. (a) For purposes of preparing Separate Returns for taxable -------------------- periods beginning after the IPO Date, loss or credit carryovers of the PNC Asset Management Group shall be allocated between PNC Asset Management and BlackRock (and its subsidiaries) in accordance with the principles of Section 1.1502-21 of the United States Treasury Regulations, or successor provisions, based on their relative contributions toward generating the carryovers while they were included in PNC Asset Management Group's Consolidated Returns. Such allocation shall be calculated by PNC Asset Management, but BlackRock shall have the right to review and approve any such allocation and the parties agree to consult in good faith with respect to any issues arising as a result of the review of any such allocation. (b) PNC Asset Management shall prepare all refund claims with respect to a loss or credit carryback from a PNC Asset Management Group Consolidated Return with respect to any taxable year beginning on or before the IPO Date to an earlier PNC Asset Management Group Consolidated Return. PNC Asset Management will file the refund claim prepared pursuant to this Section 2.03(b). To the extent any refund is received by PNC Asset Management with respect to any such loss or credit carryback, PNC Asset Management shall pay to BlackRock within thirty (30) days of receipt of such refund any portion of such refund that is owed to BlackRock. (c) Upon a request of BlackRock, PNC Asset Management shall file the refund claim requested with respect to a loss or credit carryback from a Separate Return of BlackRock (or successor corporation) to an earlier PNC Asset Management Group Consolidated Return and will promptly transmit to the requesting party any refund received by PNC Bank Asset Management, which is attributable to such refund claim. (d) If PNC Asset Management pays BlackRock any amount under Section 2.04(b) or (c), BlackRock hereby agrees to indemnify PNC Asset Management for any subsequent increase in income or franchise tax liability of PNC Asset Management arising out of a Final Determination which results in a subsequent reduction of the amount of such carryback arising from a Tax Adjustment, including any deficiency interest, penalties or additions to tax payable with respect thereto.
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Related to Carrybacks and Carryovers

  • Carrybacks Except to the extent otherwise consented to by Parent or prohibited by applicable law, each Spinco shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that a Spinco (the “Carryback Spinco”), or the appropriate member of its respective Spinco Group, is prohibited by applicable law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) each Party shall cooperate with the Carryback Spinco, at the Carryback Spinco’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Carryback Spinco shall be entitled to any Income Tax Benefit Actually Realized by a member of another Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Carryback Spinco shall indemnify and hold the members of the other Party’s Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the other Party’s Group or an Affiliate thereof if (x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the other Party’s Group that is directly attributable to a Carryback, then the other Party (or its designee) shall make a payment to the Carryback Spinco, or the Carryback Spinco shall make a payment to the other Party (or its designee), as may be necessary to adjust the payments between the Carryback Spinco and the other Party (or its designee) to reflect the payments that would have been made under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7(b).

  • Carryover Notwithstanding any other provision of this Section 6, no adjustment shall be made to the number of shares of Common Stock to be delivered to the Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered.

  • 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: (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 23.4 shall oblige a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time; (c) nothing in this Clause 23.4 shall oblige a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrowers had not been required to make a tax deduction from a payment; and (d) any allocation or determination made by a Creditor Party under or in connection with this Clause 23.4 shall be conclusive and binding on the Borrowers and the other Creditor Parties.

  • Vacation Carryover An employee may carry over up to ten (10) days' vacation leave per vacation year except that such vacation carryover shall not exceed 10 days at any time. An employee shall not receive cash in lieu of vacation time except upon termination, resignation or retirement.

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