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. Without duplication of any amounts taken into account in the calculation of Closing Working Capital or Indebtedness, Seller shall be entitled to the amount, up to a maximum aggregate amount of $2,250,000 (the “Refund Cap”), of any U.S. federal income Tax refunds that are actually received by Purchaser, the Company or any of its subsidiaries after the Closing Date and on or before December 31, 2022, as a result of the carryback to a Pre-Closing Tax Period of any U.S. federal net operating loss of the Company generated in its taxable year ending December 31, 2020 pursuant to Code Section 172(b) and Treasury Regulation Section 1.1502-21(b)(2)(i). To the extent that a claim for such refund has not been filed as of the Closing, upon filing of the U.S. consolidated income Tax Return for the taxable year ended December 31, 2020, that includes the Company, Parent and Seller shall promptly provide Purchaser and the Company with any information and/or documentation (including apportionment information) necessary for the Company to file a claim for any refund described in the immediately preceding sentence and reasonably cooperate with Purchaser and the Company in connection therewith, and, to the extent permitted under applicable Law, the Company shall file a claim for any such refunds (including, if available with respect to such refund claim, by filing IRS Form 1139 or any successor form) in the manner approved by Parent (such approval not to be unreasonably withheld, conditioned or delayed) to effect the carryback of such net operating loss to the fullest extent permitted by applicable Law as soon as reasonably practicable after receiving all such information and/or documentation from Parent and Seller. Purchaser shall control the administration and defense of any such refund claim; provided, however, that (i) Purchaser shall keep Parent reasonably informed regarding the status of such refund claim, (ii) Purchaser shall act in good faith in conducting and contesting such refund claim, (iii) Parent shall be entitled to participate in the conduct of such refund claim at its sole expense, including by participating in any meetings and teleconferences in connection therewith and (iv) Purchaser shall not settle, compromise or resolve any portion of such refund claim without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed). No later than five (5) Business Days after receipt of any such refund, Purchaser, the Company or the applic...
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. Following the Closing, Buyer will pay to Seller the amount of any refund, realized Tax credit or similar benefit available to or realized by, or with respect to, any of the Acquired Companies with respect to a Pre-Closing Period. Such amounts will be paid within five (5) Business Days after receipt or realization, whichever first occurs. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of Buyer to the extent that such refunds, credits, or similar benefits are attributable to the carryback from a Post-Closing Period of items of loss, deductions or other Tax items of any Acquired Company (or any of their respective Affiliates, including Buyer). Any refund or credit of Taxes of an Acquired Company for any Post-Closing Period shall be for the account of Buyer. Any refund or credit of Taxes of an Acquired Company for any Straddle Period shall be equitably apportioned between Seller and Buyer. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 6.4 to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against other Tax liability. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 6.7.
Certain Refunds. 25 7.22 SECTION 338(h)(10) ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE VIII CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 8.1 CONDITIONS TO OBLIGATIONS OF PURCHASER AND MERGER SUB TO CONSUMMATE THE STOCK PURCHASE . . . . . . . . . . . . . 26 8.2 CONDITIONS TO OBLIGATIONS OF PURCHASER AND MERGER SUB TO CONSUMMATE THE MERGER . . . . . . . . . . . . . . . . . 27 8.3 CONDITIONS TO OBLIGATIONS OF HOLDINGS AND THE COMPANY TO CONSUMMATE THE STOCK PURCHASE . . . . . . . . . . . . . 28 8.4 CONDITIONS TO OBLIGATIONS OF THE COMPANY TO CONSUMMATE THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . 29
Certain Refunds. If at any time after the Stock Purchase Closing it is proven as a result of an audit that the Company or any of its subsidiaries is owed a refund of Taxes paid with respect to any period ending on or before the Stock Purchase Closing for any reason other than timing of the use of net operating losses, Purchaser, or any affiliate of Purchaser that receives all or any portion of any such refund, promptly shall remit the entire amount of such refund that it receives to Holdings.
Certain Refunds. Buyer shall promptly pay or shall cause prompt payment to be made to Seller of all refunds (including interest received thereon) of Taxes for any Pre-Acquisition Date Tax Period of the Company received after the Closing Date by the Company, Buyer or any affiliate of Buyer or the Company. Seller shall promptly pay or shall cause prompt payment to be made to the Company of all refunds (including interest received thereon) of Taxes for any Post-Acquisition Date Tax Period of the Company received after the Closing Date by Seller or any affiliate of Seller.
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. 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.
