Common use of Buyer’s Claiming, Receiving or Using of Refunds and Overpayments Clause in Contracts

Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing Date, (a) Buyer or any of its Affiliates receives any refund or utilizes the benefit of any overpayment or prepayment of Taxes which, in each case, relate to (i) a Tax paid by Seller or any of its Affiliates, (ii) a Tax that has been the subject of an indemnification payment made by Seller under this Agreement or (iii) Taxes taken into account in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement, or (b) Taxes taken into account in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement exceeds the amount actually owed to the relevant Government Entity, Buyer shall promptly transfer, or cause to be transferred, to Seller the entire amount of such refund or benefit net of any Tax cost or detriment suffered by Buyer of any of its Affiliates (by way of increased Taxes, decreased deductions, or otherwise) in respect of such receipt; provided, however, that Buyer’s obligation under this Section 6.5(j) shall be limited to the amount of the (x) Tax paid by Seller or any of its Affiliates, (y) original related indemnification payment or (z) Indirect Tax so taken into account, in each case net of any such Tax cost or detriment.

Buyer’s Claiming, Receiving or Using of Refunds and Overpayments. If, after the Closing Date, (a) Buyer or any of its Affiliates (including any of the Transferred Entities) receives any refund or utilizes the benefit applies, as a credit against a payment of Tax, any overpayment or prepayment of Taxes which, in each case, relate relates to a Tax that (i) a Tax has been paid by Seller or any of its Affiliates, Affiliates or (ii) a Tax that has been the subject of an indemnification payment made by Seller under this Agreement or (iii) Taxes taken into account and which can be identified by Seller as not collected in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement, or (b) Taxes taken into account in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement exceeds the amount actually owed to the relevant Government Entitya Refund Intercompany Loan, Buyer shall shall, in accordance with this Section 6.5(j), promptly transfer, or cause to be transferred, transferred to Seller the entire amount of such refund or benefit benefit, in each case, net of any Tax cost or detriment suffered by Buyer of or any of its Affiliates (including any of the Transferred Entities) (by way of increased Taxes, decreased deductions, deductions or otherwise) in respect of such receipt; provided, however, that Buyer’s obligation under receipt or use. Notwithstanding anything in this Section 6.5(j) shall be limited to the amount contrary, Seller shall not be entitled to any payment for any refund received by Buyer or any of its Affiliates (including any of the Transferred Entities) or any benefit of any overpayment of Taxes that Buyer or any of its Affiliates (xincluding any of the Transferred Entities) Tax paid is entitled to use to the extent that the assets constituting the overpayment of Taxes by Seller or any of its Affiliates, (y) original related indemnification payment Affiliates are included in the amount of Closing Actual Capital that is used to meet the Closing Regulatory Capital Requirement or (z) Indirect Tax so taken into account, is included in each case net the computation of any such Tax cost or detrimentClosing Net Working Capital.