Refunds or Credits. If a Lender or Agent receives a refund, credit or other reduction from a taxation authority for any Taxes or Other Taxes for which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall within fifteen (15) days from the date of such receipt pay over the amount of such refund, credit or other reduction to the Borrower (but only to the extent of indemnity payments made or additional amounts paid by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund, credit or other reduction), net of all reasonable out-of-pocket expenses of such Lender or Agent (as the case may be) and without interest (other than interest paid by the relevant taxation authority with respect to such refund, credit or other reduction); provided, however, that the Borrower agrees to repay, upon the request of such Lender or Agent (as the case may be), the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or Agent in the event such Lender or Agent is required to repay such refund or credit to such taxation authority.
Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.
Refunds or Credits. At the reasonable request of Seller, Purchaser shall cooperate, or cause the Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, relating to Taxes for which Seller may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent. For purposes of this Section 4.3(k), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash.
Refunds or Credits. Except as otherwise set forth in this Agreement, (i) to the extent any refunds or credits with respect to Taxes of the Company or the Subsidiaries are attributable to a Pre-Closing Tax Return, such refunds or credits shall be for the account of Seller, and (ii) to the extent that any refunds or credits with respect to Taxes of the Company or the Subsidiaries are attributable to a Post-Closing Tax Return, such refunds or credits shall be for the account of the Buyer. The Buyer shall, or cause its Affiliates or the Company and the Subsidiaries to, forward to Seller or to reimburse Seller for any such refunds or credits for the account of Seller within ten (10) business days from receipt thereof by the Buyer, any of its Affiliates or the Company and the Subsidiaries. Seller shall forward to the Buyer or reimburse the Buyer for any refunds or credits for the account of the Buyer within ten (10) business days from receipt thereof by Seller. Any refunds or reimbursements not made within the ten (10) business day period specified above shall bear interest from the date received by the refunding or reimbursing Party at the Prime Rate.
Refunds or Credits. Manager shall prepare and file any claims for refund of federal excise taxes on aviation fuel paid by Client under Code Section 4091, that are properly refundable on account of the nature of the use of such fuel. Manager shall provide Client with any refund received as a result of the filing of such refund claims.
Refunds or Credits. Except as otherwise set forth in this Agreement, to the extent any refunds or credits with respect to Taxes paid by the Fresh Produce Companies are attributable to any Pre-Closing Tax Period, such refunds or credits shall be for the account of BHC. Except as provided in the immediately succeeding sentence, to the extent that any refunds or credits with respect to Taxes paid by the Fresh Produce Companies are attributable to any Post-Closing Tax Period, such refunds or credits shall be for the account of Savia. To the extent that any refunds or credits with respect to taxes paid by the Fresh Produce Companies are attributable to the Straddle Period described in Section 11.3, such refunds and credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 11.3. Savia shall cause the Fresh Produce Companies to forward to BHC or to reimburse BHC for any such refunds or credits for the account of BHC within 10 business days from receipt thereof by any of Savia or the Fresh Produce Companies. BHC shall forward to Savia or reimburse Savia for any refunds or credits for the account of Savia within 10 business days from receipt thereof by BHC. To the extent any such refund or credit is properly includable in the taxable income of the initial recipient, the amount forwarded or reimbursed to BHC or Savia, as the case may be, shall be reduced by a percentage of the amount of such refund or credit equal to the highest marginal federal income tax rate for the tax period in which the refund or credit is received. Any refunds or reimbursements not made within the 10 business day period specified above shall bear interest from the date received by the refunding or reimbursing party at the Prime Rate.
Refunds or Credits. Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date and are in excess of those reflected on the Closing Date Balance Sheet, will be for the account of the Sellers, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Closing Date or are reflected on the Closing Date Balance Sheet, such refunds or credits will be for the account of the Buyer. To the extent that such refunds or credits are attributable to Taxes for the Closing Period that are described in Section 10.1.5, such refunds and credits will be for the account of the party who bears responsibility for such Taxes pursuant to Section 10.1.5. The Buyer will cause the Acquired Companies promptly to forward to the Sellers or to reimburse the Sellers for any such refunds or credits due Sellers pursuant to this Section 10.1.6 after receipt thereof by any of the Buyer or the Acquired Companies of an aggregate of at least $10,000 of such refunds or credits that are for the account of Sellers hereunder, and the Sellers will promptly forward to the Buyer or reimburse the Buyer for any refunds or credits due the Buyer after receipt thereof by Sellers of an aggregate of at least $10,000 of such refunds or credits that are for the account of the Buyer hereunder; provided, however, that the refunding party will be entitled to deduct from the amount to be refunded all reasonable costs and expenses incurred by such refunding party in obtaining such refund, but such deduction will not be included in calculating whether the $10,000 refund and credit threshold noted above has been reached. The Buyer agrees that, upon the reasonable request of FGC and at FGC's expense, an Acquired Company or the Buyer will file an amended return or claim for refund prepared by FGC relating to Taxes attributable to any taxable period (or portion thereof) ending on or before the Closing Date.
Refunds or Credits. EFT or the Corporation shall promptly pay to Shareholder any refunds or credits of Taxes for which Shareholder may be liable under Section 7.6(d), the term "refund" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset and receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Shareholder, EFT shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that EFT shall not be required to file such claims for refund to the extent such claims for refund would have a Material Adverse Effect on the Corporation in future periods or to the extent the claims for refund relate to a carryback on an item. EFT shall be entitled to all other refunds and credits of Taxes; provided, however, it will not allow the amendment of any Tax Return relating to any Taxes for a period, or any portion thereof, ending on or prior to the Closing Date, or the carryback of an item to a period ending prior to the Closing Date without Shareholder's written consent, which consent will not be unreasonably withheld.
Refunds or Credits. Any payment made to Aurora pursuant to this Agreement shall be non-refundable and shall be creditable only against another payment payable hereunder in the case of early completion of a Screening Program as outlined in Section 3.3.1.
Refunds or Credits. If any Lender receives a refund or credit from a taxation authority (such credit to include any increase in any foreign tax credit) in respect of any Taxes or Other Taxes for which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts hereunder, it shall within 30 days from the date of such receipt pay over the amount of such refund, credit or other reduction (including any interest paid or credited by the relevant taxing authority or Governmental Authority with respect to such refund, credit or other reduction) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket third party expenses of such Lender related to claiming such refund or credit and without interest (other than interest paid by the relevant taxation authority with respect to such refund or credit); provided, however that the Borrower agrees to repay, upon the request of such Lender, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender in the event such Lender is required to repay such refund or credit to such taxation authority.
