Certain Refunds. If Agent, any Lender or Issuing Bank receives a refund in respect of any Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 5.9, it shall within 30 days from the date of such receipt pay over the amount of such refund to Borrower Agent, net of all reasonable out-of-pocket expenses of Agent, Lender or Issuing Bank and without interest (other than interest paid by the relevant taxation authority with respect to such refund); provided, that Borrowers, upon the request of Agent, such Lender or Issuing Bank, agree to repay the amount paid over to Borrowers to Agent, such Lender or Issuing Bank in the event Agent, such Lender or Issuing Bank is required to repay such refund to such taxation authority.
Certain Refunds. If Majority Shareholder (or any of its --------------- affiliates) or the Company (or any of its affiliates) receives (the receiving party, the "Refund Recipient") any refund or credit of California income or ---------------- franchise Taxes for taxable years in which Majority Shareholder and the Company were members of a California combined (or similar) group, the Refund Recipient shall notify the other party in writing upon receipt by the Refund Recipient of such refund or credit, and shall pay in immediately available funds to the other party such party's equitable portion of the refund or credit received.
Certain Refunds. Client understands that the deposit is not refundable. The balance of the fee is refundable if Client notifies Camp Sol at least sixty (60) days in advance of the Start Date as stated on Schedule I; but if notice of cancellation is received fewer than 60 days of the Start Date, the fee paid is non- refundable, irrespective of the reason for cancellation. (Client is advised to obtain trip cancellation insurance.)
Certain Refunds. Sellers shall be entitled to any refunds or credits of any Taxes for which the Sellers are responsible pursuant to this Agreement. Any refunds or credits of Taxes in respect of any Straddle Period shall be equitably apportioned between Sellers and Purchaser in accordance with the principles set forth in Section 9.7 and the first sentence of this Section 9.4. Purchaser shall pay (or cause its Affiliates to pay) to the Sellers’ Representative for distribution to the appropriate Sellers the amount of any refund or credit (including any interest paid thereon and net of any Taxes to the party receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within fifteen (15) days of the receipt of such refund or credit or the application of such refund or credit against amounts otherwise payable; provided that Purchaser shall be entitled to offset any amounts otherwise payable by Purchaser pursuant to this Section 9.4 (x) in respect of any refunds or credits of any XX Xxxxxxx Entity by an amount necessary to satisfy any outstanding indemnification obligation due and owing to any Purchaser Indemnified Party pursuant to Section 11.2(b)(i) in respect of a breach of any representation or warranty set forth in Section 3.9 or Section 11.2(b)(iii) and (y) in respect of any refunds or credits of any Acquired Company by an amount necessary to satisfy any outstanding indemnification obligation due and owing to any Purchaser Indemnified Party pursuant to Section 11.2(a)(i) in respect of a breach of any representation or warranty set forth in Section 5.13 or Section 11.2(a)(iii).
Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts paid pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph, in no event will any indemnified party be 75 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]
Certain Refunds. Seller shall have refunded to all Account Holders of the Continuing Accounts all prepaid administration fees for services not yet performed and shall have delivered evidence thereof in a form reasonably satisfactory to Buyer.
Certain Refunds. Except as set forth in the VIT Agreements, any and all claims for refund or credit of Taxes which arise out of or are attributable to the Respective Businesses or ownership of the Purchased Assets for periods or portions thereof beginning on or after the Closing Date and which have as their origin any fact or event occurring after the Closing;
Certain Refunds. Any Tax refunds that are received by the Buyer Group, and any amounts credited against Taxes to which the Buyer Group becomes entitled, that relate to period or portions thereof ending prior to the Closing Date, other than as a result of the carryback by the Buyer Group or the Company of a tax attribute from a period beginning after the Closing Date to such period ending prior to the Closing Date, shall be by and for the account of Seller and Buyer shall pay to Seller the amount of such refund or credit within fifteen days following its receipt or entitlement thereto. Such payment to the Seller shall be reduced by any amounts owed by the Seller under Section 8.1 of this Agreement.
Certain Refunds. All refunds, credits or similar benefits relating to Taxes of the Company and the Company Subsidiaries that were either (i) paid prior to the close of business on the date immediately prior to the Closing Date, (ii) included as a current liability in Final Net Working Capital, (iii) indemnified pursuant to Article IX, (iv) income Taxes attributable to any income or gains of the Company or of any Company Subsidiary that was treated as a passthrough entity for the relevant income Tax purposes or otherwise (v) borne by Seller or its Affiliates shall be for the benefit of Seller, except to the extent such refund or similar benefit was specifically included as a current asset in Final Net Working Capital. Following the Closing, Buyer shall, and shall cause its Affiliates (including the Company and the Company Subsidiaries) to, use reasonable efforts to obtain any such refunds, credits or similar benefits to the extent permitted by Law. In the event Buyer or its Affiliates (including the Company or the Company Subsidiaries) realize such a refund, credit or similar benefit following the Closing that is for Seller’s benefit pursuant to the previous sentence, Buyer or such Affiliate (as applicable) shall promptly pay over to Seller an amount in cash equal to such refund, credit or benefit, together with any evidence reasonably requested by Seller to confirm the calculation of such amount.
Certain Refunds. Any refunds of Pre-Closing Taxes that are received by Parent or the Company or credit of Pre-Closing Taxes against non-Pre-Closing Taxes in lieu of a refund (excluding any refund or credit attributable to any net-operating losses in a post-closing Tax period (or portion of a Straddle Period beginning after the Closing Date) applied (e.g., as a carryback) against income in a Pre-Closing Tax Period (or portion of a Straddle Period ending on or before the Closing Date)), shall be for the account of the Company Holders. Parent shall promptly pay, or cause to be paid, over to the Paying Agent (for further distribution to the Company Holders, in the same manner as set forth in Section 1.7(e)(i)) any such refunds or amounts of any such credit, net of related fees or expenses incurred by Parent or the Company in obtaining such refund or credit.
