Common use of Certain Tax Refunds Clause in Contracts

Certain Tax Refunds. (a) Trimble or any applicable member of the Xxxxxxx Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, a member of the Company Group of or against any Taxes described in Section 9.8(a) to the extent Trimble or any such applicable member of the Xxxxxxx Group would be liable for such Taxes pursuant to Section 9.8(a) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any member of the Company Group, then the Company or such member of the Company Group shall pay the amount of such refunds or credits (net of Tax or other costs) to Trimble or the applicable member of the Xxxxxxx Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to Trimble or any applicable member of the Xxxxxxx Group if such attribute is included in the calculation of Indebtedness or Net Working Capital. (b) AGCO or any applicable member of the AGCO Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, any JCA Entity of or against any Taxes described in Section 9.8(b) to the extent AGCO or any such applicable member of the AGCO Group would be liable for such Taxes pursuant to Section 9.8(b) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any JCA Entity, then the Company or such JCA Entity shall pay the amount of such refunds or credits (net of Tax or other costs) to AGCO or the applicable member of the AGCO Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to AGCO or any applicable member of the AGCO Group if such attribute is included in the calculation of Indebtedness or Net Working Capital.

Certain Tax Refunds. (a) Trimble or any applicable member of the Xxxxxxx Trimble Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, a member of the Company Group of or against any Taxes described in Section 9.8(a) to the extent Trimble or any such applicable member of the Xxxxxxx Trimble Group would be liable for such Taxes pursuant to Section 9.8(a) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any member of the Company Group, then the Company or such member of the Company Group shall pay the amount of such refunds or credits (net of Tax or other costs) to Trimble or the applicable member of the Xxxxxxx Trimble Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to Trimble or any applicable member of the Xxxxxxx Trimble Group if such attribute is included in the calculation of Indebtedness or Net Working Capital. (b) AGCO or any applicable member of the AGCO Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, any JCA Entity of or against any Taxes described in Section 9.8(b) to the extent AGCO or any such applicable member of the AGCO Group would be liable for such Taxes pursuant to Section 9.8(b) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any JCA Entity, then the Company or such JCA Entity shall pay the amount of such refunds or credits (net of Tax or other costs) to AGCO or the applicable member of the AGCO Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to AGCO or any applicable member of the AGCO Group if such attribute is included in the calculation of Indebtedness or Net Working Capital.

Certain Tax Refunds. (a) Trimble or any applicable member of the Xxxxxxx Trimble Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, a member of the Company Group of or against any Taxes described in Section 9.8(a) to the extent Trimble or any such applicable member of the Xxxxxxx Group would be liable for such Taxes pursuant to Section 9.8(a) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any member of the Company Group, then the Company or such member of the Company Group shall pay the amount of such refunds or credits (net of Tax or other costs) to Trimble or the applicable member of the Xxxxxxx Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to Trimble or any applicable member of the Xxxxxxx Trimble Group if such attribute is included in the calculation of Indebtedness or Net Working Capital. (b) AGCO or any applicable member of the AGCO Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, any JCA Entity of or against any Taxes described in Section 9.8(b) to the extent AGCO or any such applicable member of the AGCO Group would be liable for such Taxes pursuant to Section 9.8(b) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any JCA Entity, then the Company or such JCA Entity shall pay the amount of such refunds or credits (net of Tax or other costs) to AGCO or the applicable member of the AGCO Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to AGCO or any applicable member of the AGCO Group if such attribute is included in the calculation of Indebtedness or Net Working Capital.

Certain Tax Refunds. (a) Trimble Seller shall be entitled to the benefit arising from any Excluded Tax Asset (except to the extent reflected as an asset in Working Capital on the Final Post-Closing Adjustment Statement), and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates (including, after the Closing Date, the Acquired Group Companies) shall claim any such Excluded Tax Asset on any Tax Return for a Post-Closing Tax Period; provided, however, that if any such Excluded Tax Asset is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to Section 7.2(a), then Purchaser shall claim such Excluded Tax Asset and pay to Seller the amount of any benefit resulting from such Excluded Tax Asset actually realized in cash in the last year such Excluded Tax Asset is claimed. Notwithstanding the foregoing, any payment of such benefit attributable to the Transferred Assets or allocable to any Asset Selling Entity shall be made directly to the applicable member of the Xxxxxxx Group Asset Selling Entity. (b) Seller shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, a member of the Company Group of or against any Taxes described in Section 9.8(a) that are attributable to Seller Indemnified Taxes; provided that Seller shall not be entitled to any refunds to the extent Trimble such refunds were reflected as an asset in Working Capital on the Final Post-Closing Adjustment Statement. Any refunds or any such applicable member credits of or against Taxes of the Xxxxxxx Acquired Group would Companies for any Straddle Period shall be liable for equitably apportioned between Seller and each Equity Selling Entity and Purchaser in accordance with the principles set forth in Section 7.1 and the first sentence of this Section 7.3(b). Purchaser shall pay, or cause its Affiliates to pay, to Seller and each Equity Selling Entity, the amount of such Taxes pursuant to Section 9.8(a) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon and net of any Taxes incurred by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any member Purchaser in respect of the Company Group, then the Company receipt or accrual of such member refund or credit) in readily available funds within fifteen (15) days of the Company Group shall pay actual receipt of the amount refund or credit or the application of such refund or credit against Taxes otherwise payable, and Purchaser and its Affiliates shall use commercially reasonable efforts to promptly obtain any such refunds or credits (net of Tax or other costs) to Trimble or the applicable member of the Xxxxxxx Groupand credits. Notwithstanding the forgoingforegoing, no any payment of such refund or credit attributable to the Transferred Assets or allocable to any Asset Selling Entity shall be due or payable to Trimble or any applicable member of the Xxxxxxx Group if such attribute is included in the calculation of Indebtedness or Net Working Capital. (b) AGCO or any applicable member of the AGCO Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, any JCA Entity of or against any Taxes described in Section 9.8(b) made directly to the extent AGCO or any such applicable member of the AGCO Group would be liable for such Taxes pursuant to Section 9.8(b) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any JCA Asset Selling Entity, then the Company or such JCA Entity shall pay the amount of such refunds or credits (net of Tax or other costs) to AGCO or the applicable member of the AGCO Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to AGCO or any applicable member of the AGCO Group if such attribute is included in the calculation of Indebtedness or Net Working Capital.

Certain Tax Refunds. (a) Trimble Swordfish shall be entitled to any refunds of or credits of or against any applicable member of the Xxxxxxx Group Taxes that are Swordfish Excluded Tax Assets and Cobia shall be entitled to any refunds or credits (net of Tax or other costs) against any Taxes that are paid toCobia Excluded Tax Assets (except, in each case, to the extent such refunds were reflected as an asset in Working Capital on the applicable Final Cobia Post-Closing Financial Statement or Final Swordfish Post-Closing Financial Statement, are otherwise utilized by, with respect to a Tax incurred by a member of the Company Group that Swordfish or Cobia, as applicable, did not indemnify for pursuant to this Agreement, or are payable to a third-party pursuant to the Jade SPA). Any refunds or credits of or against Taxes of the Company Group for any Taxes described Straddle Period shall be equitably apportioned between the applicable Contributor and the Company Group in accordance with the principles set forth in Section 9.8(a) 9.1. The Company Group shall pay to the extent Trimble applicable Contributor (or any Affiliate of such applicable member Contributors designated by such Contributor), the amount of the Xxxxxxx Group would be liable for such Taxes pursuant to Section 9.8(a) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon and net of any costs and Taxes directly or indirectly imposed on the receipt or accrual of such refund (including any withholding Taxes directly or indirectly incurred in connection with the payment of such amount by the applicable Tax AuthorityCompany Group)) are paid to, in readily available funds within fifteen (15) days of the actual receipt of the refund or the application of such credit against Taxes otherwise utilized by, payable. No amounts shall be payable by the Company Group under this Section 9.3 to the extent the receipt of such refund or credit obligates any member of the Company Group, then Group to make a payment to a third party pursuant to a contract entered into on or prior to the Company Closing Date or such member of the Company Group shall pay the amount of such refunds or credits (net of Tax or other costs) to Trimble or the under applicable member of the Xxxxxxx GroupLaw. Notwithstanding anything to the forgoingcontrary in this Section 9.3, no refund or credit shall be due or payable to Trimble or any applicable member of the Xxxxxxx Group if such attribute is included in the calculation of Indebtedness or Net Working Capital. (bi) AGCO or any applicable member of the AGCO Group Cobia shall be entitled to any refunds a refund or credits (net credit in respect of a Cobia Transaction Tax or other costs) that are paid to, or otherwise utilized by, any JCA Entity of or against any Taxes described in Section 9.8(b) only to the extent AGCO or any such applicable Transaction Tax was incurred by a member of the AGCO Cobia Contributor Group would be liable for (including such Taxes paid by a member of the Cobia Acetow Group prior to Closing) and not reflected in the Final Cobia Valuation Amount (except to the extent of a reduction in the Cobia Valuation Amount attributable to Cobia Indemnified Transaction Taxes) or otherwise borne by the Company pursuant to Section 9.8(b12.8(c) and (and applying the apportionment principles of Section 9.1 in the event of any ii) Swordfish shall be entitled to a refund or credit relating in respect of a Swordfish Transaction Tax only to any Straddle Period). If any the extent such refunds or credits (including any interest paid thereon Transaction Tax was incurred by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any JCA Entity, then the Company or such JCA Entity shall pay the amount of such refunds or credits (net of Tax or other costs) to AGCO or the applicable a member of the AGCO Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to AGCO or any applicable member of the AGCO Swordfish Contributor Group if such attribute is included and not reflected in the calculation Final Swordfish Valuation Amount (except to the extent of Indebtedness a reduction in the Final Swordfish Valuation Amount attributable to Swordfish Indemnified Transaction Taxes) or Net Working Capitalotherwise borne by the Company pursuant to Section 12.8(c).