Common use of Certain Tax Refunds and Credits Clause in Contracts

Certain Tax Refunds and Credits. Sellers shall be entitled to any refunds or credits of or against any Taxes for which Sellers are responsible under Section 6.1 to the extent not taken into account as part of the Closing Working Capital as finally determined pursuant to Section 2.9. Buyer shall be entitled to any refunds or credits of or against any Taxes of the Purchased Companies, their Subsidiaries and the Purchased Assets other than refunds or credits to which Sellers are entitled pursuant to the foregoing sentence. Any refunds or credits of Taxes of the Purchased Companies or their respective Subsidiaries for any Straddle Period shall be equitably apportioned between Sellers and Buyer in accordance with the principles set forth in Section 6.2. Each Party shall pay, or cause its Affiliates to pay, to the Party entitled to a refund or credit of Taxes under this Section 6.4, the amount of such 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 actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable.

Certain Tax Refunds and Credits. Sellers Seller shall be entitled to any refunds or credits of or against any Taxes for which Sellers are Seller is responsible for under Section 6.1 8.1; provided, that Seller shall not be entitled to any amounts in respect of refunds or credits to the extent not taken into account as part such refunds or credits are attributable (determined on a marginal basis) to the carryback of any Tax Items from a taxable period beginning after the Closing Working Capital as finally determined pursuant to Section 2.9Date. Buyer Purchaser shall be entitled to any refunds or credits of or against any Taxes of the Purchased Companies, their Subsidiaries and the Purchased Assets Company other than refunds or credits to which Sellers are Seller is entitled to pursuant to the foregoing sentence. Any refunds or credits of or against Taxes of the Purchased Companies or their respective Subsidiaries Company for any Straddle Period shall be equitably apportioned between Sellers Seller and Buyer Purchaser in accordance with the principles set forth in Section 6.28.2 and this Section 8.4. Each Party party shall pay, or cause its Affiliates to pay, to the Party party entitled to a refund or credit of or against Taxes under this Section 6.48.4, the amount of such 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 creditthereon) in readily available funds within fifteen (15) days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable.