The Relevant Amount. (a) shall first be set off against any payment then due from the Seller in respect of any Claim for Tax; (b) to the extent there is an excess of the Relevant Amount after any application thereof under Paragraph 4.2(a), a refund shall be made to the Seller of any previous payment or payments made by the Seller under a Claim for Tax and not previously refunded under this Paragraph 4.2(b) up to the amount of such excess; and (c) to the extent that the excess referred to in Paragraph 4.2(b) is not exhausted under that Paragraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Seller under a Claim for Tax.
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Lydall Inc /De/)
The Relevant Amount. (a) shall first be set off against any payment then due from the Seller in respect of any Claim for TaxTax Claim;
(b) to the extent that there is an excess of the Relevant Amount after any application thereof of it under Paragraph 4.2(aparagraph 9.2(a), a refund shall (within five Business Days) be made to the Seller of any previous payment or payments made by the Seller under a in respect of any Tax Claim for Tax and not previously refunded under this Paragraph 4.2(bparagraph (or otherwise) up to the amount of such excess; and
(c) to the extent that the excess referred to in Paragraph 4.2(bparagraph 9.2(b) is not exhausted under that Paragraphparagraph, the remainder of that excess shall be carried forward and set set-off against any future payment or payments which become due from the Seller under a in respect of any Tax Claim for Taxuntil exhausted.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Hain Celestial Group Inc)