Carrybacks of Tax Attributes Clause Samples

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Carrybacks of Tax Attributes. Except as provided in Section 8(c) hereof, if, for any taxable year beginning on or after the Distribution or Contribution Dates, Hotel or any Member of the Hotel Group recognizes a tax attribute that Hotel or such Member of the Hotel Group, under the applicable provisions of the Code and Regulations promulgated under Section 1502 thereof, is permitted or required to carry back to a prior taxable year of the WMS Group or the prior taxable year of a Member of the WMS Group, WMS shall, at Hotel's cost and expense, file appropriate refund claims within a reasonable period after being requested by Hotel. WMS (or the Member of the WMS Group receiving such refund) shall promptly remit to Hotel any refunds it receives with respect to any tax attribute so carried back.
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Carrybacks of Tax Attributes. The parties agree that Newco will not cause either the Regis Subsidiaries or the Empire Business to carry back any net operating losses, capital losses, tax credits or other losses or credits into tax years of Regis or Empire without specific permission of the affected party. If applicable Tax laws require the carryback of any net operating loss or Tax credit to a pre-contribution Tax period, Regis or Empire, as applicable, shall timely prepare and file the required amended Tax returns reflecting the carryback of the attribute and promptly remit any refund received, net of reasonable costs to prepare and administer the claim and Tax reserves relative to the claim as reasonably determined by it, to Newco. At the expiration of the statute of limitations for the refund claim, any unused tax reserves created pursuant to the preceding sentence relative to the claim shall be remitted to Newco.
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Carrybacks of Tax Attributes. (a) If, for any Taxable year, CompX recognizes a Tax Attribute that CompX, under the applicable provisions of the Code and treasury regulations promulgated under Section 1502 thereof and using the elections made by Contran or any other common parent for state Tax purposes, is permitted or required to carry back to a prior Taxable year of the Contran Tax Group that relates to a Tax return that contains items pertaining to CompX, Contran shall file appropriate refund claims within a reasonable period after being requested to do so by CompX. Contran shall promptly remit to CompX any refunds it receives with respect to any Tax Attribute of CompX so carried back. (b) If, for any Taxable year that relates to a Tax return that contains items pertaining to CompX, Contran or a Member of the Contran Tax Group (exclusive of CompX) recognizes a Tax Attribute that Contran or the Member of the Contran Tax Group, under the applicable provisions of the Code and Treasury Regulations promulgated under Section 1502 thereof and using the elections made by Contran or any other common parent for state Tax purposes, is permitted or required to carry back to one of its prior Taxable years, Contran or the Member of the Contran Tax Group may file appropriate refund claims and shall be entitled to any refund resulting from such claims (exclusive of CompX).
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Carrybacks of Tax Attributes 
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Related to Carrybacks of Tax Attributes

  • 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.

  • 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).

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.