NOL Carrybacks Sample Clauses

NOL Carrybacks. It is understood that to the extent that the AAC Subgroup carries back any portion of the Allocated AAC NOL Amount to Taxable Periods beginning prior to January 1, 2011, solely for purposes of determining the amount of any NOL usage payments due to AFGI under this Tax Sharing Agreement pursuant to clauses 3(c)(i) and (ii), such portion of the Allocated AAC NOL Amount carried back to such prior Taxable Periods shall be treated as being utilized pursuant to subparagraph 3(c). Any such carryback by the AAC Subgroup shall be deemed to be a carryback of Post-Determination Date NOLs prior to a carryback of any portion of the Allocated AAC NOL Amount.
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NOL Carrybacks. (a) Notwithstanding Section 3.2 of the Tax Sharing Agreement, EchoStar and/or other members of the EchoStar Group shall be permitted to carry back U.S. $466,755,038 EchoStar/DISH Tax Sharing Letter (August 2018) in net operating losses attributable to EchoStar’s 2009 taxable year (“SATS 2009 NOLs”) to offset Taxes attributable to DISH’s U.S. federal Income Tax Return for the year ended December 31, 2008. For the avoidance of doubt, Section 3.2 of the Tax Sharing Agreement shall continue in full force and effect and without modification with respect to any carry back losses, credits or other Tax Attributes other than the SATS 2009 NOLs. (b) Subject to paragraph 1(e) of this letter, to the extent EchoStar does not receive a Tax Refund attributable to the SATS 2009 NOLs that it would have Otherwise Utilized in a given taxable year after 2009, then DISH shall owe to EchoStar an amount equal to the Adjusted Utilization Amount for each such year at the time such SATS 2009 NOLs would have been Otherwise Utilized. (c) The DISH Notional Amount will accrue interest monthly at a rate per annum equal to the Interest Rate beginning on the date that DISH receives payment from the IRS for any applicable portion of the SATS 2009 NOLs, until the DISH Notional Amount is reduced to zero. For the avoidance of doubt: (i) no amount accrued under this paragraph 1(c) is due and payable except in accordance with paragraph 1(d); (ii) it is understood that the DISH Notional Amount is not an obligation payable by DISH but is merely a notional amount for calculating other amounts that may be payable; (iii) in the event that the Applicable Tax Rate changes at any time from the Effective Date until the DISH Notional Amount is reduced to zero, the amount of interest accrued will be based upon the then current DISH Notional Amount as of the effective date of the newly enacted Applicable Tax Rate; and (iv) any interest accrued and not already paid prior to any such newly enacted Applicable Tax Rate shall be recalculated (either up or down) for the entire period based upon the then current DISH Notional Amount as of the effective date of the newly enacted Applicable Tax Rate. (d) The DISH Notional Amount shall be reduced (but not below zero) by the amounts payable by DISH pursuant to paragraph 1(b) of this letter at the time such amounts are paid pursuant to paragraph 1(e) of this letter. To the extent that the DISH Notional Amount is reduced pursuant to the previous sentence, DISH shall ow...
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NOL Carrybacks. It is understood that to the extent that the AAC Subgroup carries back any portion of the Allocated AAC NOL Amount to Taxable Periods beginning prior to January 1, 2011, solely for purposes of determining the amount of any NOL usage payments due to AFGI under this Tax Sharing Agreement pursuant to clauses 3(c)(i) and (ii), such portion of the Allocated AAC NOL Amount carried back to such prior Taxable Periods shall be treated Amended and Restated Tax Sharing Agreement US1 3105335.10 as being utilized pursuant to subparagraph 3(c). Any such carryback by the AAC Subgroup shall be deemed to be a carryback of Post-Determination Date NOLs prior to a carryback of any portion of the Allocated AAC NOL Amount.
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NOL Carrybacks. To the extent permitted by applicable law, the Sale Companies shall not carryback any net operating losses or other Tax attributes to any period ending on or before the Closing Date and the Company and the Sale Companies shall make all necessary elections, and cause their Affiliates, to make all necessary elections to not carryback net operating losses or other Tax attributes to any period ending on or before the Closing Date. If any Sale Company is required to carryback a net operating loss or other Tax attribute to a period ending on or before the Closing Date, the Company shall indemnify and hold Lear and its Affiliates harmless from any adverse Tax consequences resulting from such carryback (including any adverse consequences resulting from disallowance of the item being carried back).
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NOL Carrybacks. Any net operating loss shown on any income Tax Return for a period ending on or prior to the Closing Date shall, to the extent permitted by Law, be carried back to other periods ending prior to the Closing Date and the refunds generated thereby, if any, shall be for the benefit of the Seller as provided in Section 10.7 hereof.
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NOL Carrybacks. (i) Except as provided in Section 8(f)(ii) below, any Tax refund (including any interest with respect thereto) relating to the Company or any Subsidiary for any taxable period ending on or prior to the Closing Date shall be the property of the Sellers, and if received by the Buyer, the Company or any Subsidiary, shall be paid over promptly to the Sellers (net of any outstanding liabilities owed under Section 9.1(a)(ii)). Buyer shall not, and shall not allow the Company or a Subsidiary to carryback any net operating loss, capital loss, Tax credit or other similar Tax attribute attributable to Buyer, the Company or any Subsidiary from a taxable period ending after the Closing Date into a taxable period ending on or prior to the Closing Date of the Sellers, the Company or any Subsidiary, without the Sellers' prior written consent, which consent may be withheld in the Sellers' sole and absolute discretion. In the absence of the Sellers' prior written consent, the Sellers shall not be required to pay to Buyer, the Company or any Subsidiary any refund or credit of Taxes that result from the carryback to any taxable period ending on or prior to the Closing Date of any net operating loss, capital loss, Tax credit or similar Tax attribute attributable to Buyer, the Company or any Subsidiary from a taxable period ending after the Closing Date. (i) Buyer shall cause the Company and any Subsidiary to carryback to their prior taxable years the Company's and any Subsidiary's net operating loss, if any, arising in the Company's or such Subsidiary's 2005 short taxable period ending on the Closing Date (the "2005 Short Period NOL Carryback"). Notwithstanding Section 8(f)(i) above, the Company shall retain up to $683,000 of any Tax refund received by the Company or any Subsidiary from the 2005 Short Period NOL Carryback.
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Related to NOL Carrybacks

  • 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).

  • 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.

  • 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.

  • 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.

  • Special Basis Adjustments In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code.