Common use of Cooperation; Refunds and Credits Clause in Contracts

Cooperation; Refunds and Credits. (i) All refunds or credits of Taxes for or attributable to taxable periods of Company ending on or before the Closing Date (and the Pre-closing Period of any Straddle Period), except to the extent reflected on the financial statements of Company, shall be for the account of the Seller; all other refunds or credits of Taxes for or attributable to Company shall be for the account of Purchaser. Following the Closing, Purchaser shall cause Company to forward to the Seller any such refunds or credits due to the Seller pursuant to this subsection promptly after receipt or realization thereof by Purchaser or Company, and the Seller shall forward to Purchaser any refunds or credits due to Purchaser pursuant to this section promptly after receipt or realization thereof by the Seller, in each case in accordance with the provisions of subsection (iv) below. (ii) If an audit examination of any Tax Return of the Seller for any taxable period ending on or before the Closing Date shall result in any adjustment the effect of which is to increase deductions, losses or tax credits or to decrease income, gains or the recapture of tax credits ("Changes") reflected on a Tax Return of Purchaser for any taxable period ending after the Closing Date, the Seller will notify Purchaser and provide it with all necessary information so that Purchaser can reflect the Changes on the appropriate Tax Return. If as a result of such Changes, Purchaser or its Subsidiaries realize a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in income, gains or the recapture of tax credits ("Purchaser Benefits") for taxable periods ending after the Closing Date, Purchaser shall pay to the Seller, in accordance with subsection (iv), the amount of such Purchaser Benefits, as and when such Purchaser Benefits are realized by Purchaser. (iii) If an audit examination of any Tax Return of Purchaser for any taxable period ending after the Closing Date shall result in any Changes to items reflected on a Tax Return of the Seller for any taxable period ending on or before the Closing Date, Purchaser will notify the Seller and provide it with all necessary information so that the Seller can reflect any appropriate Changes on the appropriate Tax Return. If as a result of such Changes, the Seller realizes a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains or the recapture of tax credits (the "Seller Benefits") for taxable periods ending on or before the Closing Date, the Seller shall pay to Purchaser, in accordance with subsection (iv) hereof, the amount of such the Seller Benefits as and when such the Seller Benefits are realized by the Seller. (iv) Any payments of refunds or credits for Taxes, or any payment of Purchaser Benefits or the Seller Benefits, that are required to be paid under this Agreement shall be made within ten (10) business days of the receipt of any refund or the realization of any tax benefit, as the case may be. Any payments not made within such time period and any payments not timely made pursuant to Section 6.01(b) shall be subject to an interest charge of twelve percent (12%) per annum.

Cooperation; Refunds and Credits. (ia) All refunds or credits of Taxes for or attributable to taxable years or periods of Company Sub and its subsidiaries ending on or before the Closing Date (and or the Pre-closing Period Closing Period, in the case of any a Straddle Period), except to the extent reflected on the financial statements of Company, ) shall be for the account of the Seller; all other refunds or credits of Taxes Taxes, for or attributable to Company Sub and its subsidiaries shall be for the account of PurchaserBuyer. Following the Closing, Purchaser Buyer shall cause Company Sub and its subsidiaries to forward to the Seller any such refunds or credits due to the Seller pursuant to this subsection promptly section after receipt or realization thereof by Purchaser or CompanyBuyer, and the Seller shall forward (or cause to Purchaser be forwarded) to Buyer any refunds or credits due to Purchaser Buyer pursuant to this section promptly after receipt or realization thereof by the Seller, in each case in accordance with the provisions of subsection (ivSection 8.2(c) below. (iib) If an audit examination of any Tax Return of the Seller of its subsidiaries for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment the effect of which is to increase deductions, losses or tax credits or to decrease income, gains gains, premiums, revenues or the recapture of tax credits ("Changes") reflected on a Tax Return of Purchaser Buyer, Sub and its subsidiaries for any taxable period ending after the Closing Date, the Seller will notify Purchaser Buyer and provide it with all necessary information so that Purchaser it can reflect the Changes on the appropriate Tax ReturnReturn of Buyer any appropriate Changes. If as a result of such Changes, Purchaser Buyer or its Subsidiaries realize subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in income, gains gains, premiums, revenues or the recapture of tax credits ("Purchaser Buyer Benefits") for taxable periods ending after the Closing Date, Purchaser Buyer shall pay to the Seller, in accordance with subsection (iv), Seller the amount of such Purchaser BenefitsBuyer Benefit, as and when such Purchaser Buyer Benefits are realized by PurchaserBuyer in accordance with Section 8.2(d). (iiic) If an audit examination of any Tax Return of Purchaser Buyer or its subsidiaries for any taxable period periods ending after the Closing Date shall result (by settlement or otherwise) in any Changes to items Change reflected on a Tax Return of the Seller or its subsidiaries for any taxable period periods ending on or before the Closing Date, Purchaser Buyer will notify the Seller and provide it with all necessary information so that the Seller can reflect any appropriate Changes on the appropriate its Tax Return. If as a result of such Changes, the Seller realizes or its subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains gains, premiums, revenues or the recapture of tax credits (the "Seller Benefits") for taxable periods ending on or before the Closing Date, the Seller shall pay to Purchaser, in accordance with subsection (iv) hereof, Buyer the amount of such the Seller Benefits as and when such the Seller Benefits are realized by the Seller, in accordance with Section 8.2(d). (ivd) Any payments of refunds or credits for Taxes, or any payment of Purchaser Buyer Benefits or the Seller Benefits, that are required to be paid under this Agreement shall be made within ten (10) 10 business days of the receipt of any refund or 30 Business Days of the realization of any tax benefit, as the case may be. Any payments not made within such time period and any payments not timely made pursuant to Section 6.01(b) period, shall be subject to an interest charge of twelve percent (12%) % per annum.

Cooperation; Refunds and Credits. (ia) All refunds or credits of Taxes for or attributable to taxable years or periods of Company the GBO Subsidiaries ending on or before the Closing Date (and or the Pre-closing Period Period, in the case of any a Straddle Period), except to the extent reflected on the financial statements of Company, ) shall be for the account of the Seller; all other refunds or credits of Taxes for or attributable to Company the GBO Subsidiaries shall be for the account of PurchaserBuyer. Following the Closing, Purchaser Buyer shall cause Company the GBO Subsidiaries to forward to the Seller any such refunds or credits due to the Seller pursuant to this subsection promptly Section 9.3(a) after receipt or realization thereof by Purchaser or CompanyBuyer, and the Seller shall forward (or cause to Purchaser be forwarded) to Buyer any refunds or credits due to Purchaser Buyer pursuant to this section promptly Section 9.3(a) after receipt or realization thereof by the Seller, in each case in accordance with the provisions of subsection (ivSection 9.3(d) belowhereof. (iib) If an audit examination of any Tax Return of the Seller or its Subsidiaries for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment the effect of which is to increase deductions, losses or tax credits or to decrease income, gains gains, premiums, revenues or the recapture of tax credits ("Changes") reflected on a Tax Return of Purchaser Buyer, CCI and its Subsidiaries for any taxable period ending after the Closing Date, the Seller will notify Purchaser Buyer and provide it with all necessary information so that Purchaser it can reflect the Changes on the appropriate Tax ReturnReturn of Buyer any appropriate Changes. If as a result of such Changes, Purchaser Buyer or its Subsidiaries realize enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in income, gains gains, premiums, revenues or the recapture of tax credits ("Purchaser Buyer Benefits") for taxable periods ending after the Closing Date, Purchaser Buyer shall pay to the Seller, in accordance with subsection (iv), Seller the amount of such Purchaser BenefitsBuyer Benefit, as and when such Purchaser Buyer Benefits are realized by PurchaserBuyer in accordance with Section 9.3(d) hereof. (iiic) If an audit examination of any Tax Return of Purchaser Buyer or its Subsidiaries for any taxable period periods ending after the Closing Date shall result (by settlement or otherwise) in any Changes to items Change reflected on a Tax Return of the Seller or its Subsidiaries for any taxable period periods ending on or before the Closing Date, Purchaser Buyer will notify the Seller and provide it with all necessary information so that the Seller can reflect any appropriate Changes on the appropriate its Tax Return. If as a result of such Changes, the Seller realizes or its Subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains gains, premiums, revenues or the recapture of tax credits (the "Seller Benefits") for taxable periods ending on or before the Closing Date, the Seller shall pay to Purchaser, in accordance with subsection (iv) hereof, Buyer the amount of such the Seller Benefits as and when such the Seller Benefits are realized by the Seller, in accordance with Section 9.3(d) hereof. (ivd) Any payments of refunds or credits for Taxes, or any payment of Purchaser Buyer Benefits or the Seller Benefits, that are required to be paid under this Agreement Article IX hereof shall be made within ten (10) business days of the receipt of any refund or the realization of any tax benefit, as the case may be. Any payments not made within such time period and any payments not timely made pursuant to Section 6.01(b) shall be subject to an interest charge of twelve percent (12%) per annum.)

Cooperation; Refunds and Credits. (ia) All refunds or credits of Taxes for or attributable to taxable years or periods of Company Sub and its subsidiaries ending on or before the Closing Date (and or the Pre-closing Period Closing Period, in the case of any a Straddle Period), except to the extent reflected on the financial statements of Company, ) shall be for the account of the Seller; all other refunds or credits of Taxes Taxes, for or attributable to Company Sub and its subsidiaries shall be for the account of PurchaserBuyer. Following the Closing, Purchaser Buyer shall cause Company Sub and its subsidiaries to forward to the Seller any such refunds or credits due to the Seller pursuant to this subsection promptly section after receipt or realization thereof by Purchaser or CompanyBuyer, and the Seller shall forward (or cause to Purchaser be forwarded) to Buyer any refunds or credits due to Purchaser Buyer pursuant to this section promptly after receipt or realization thereof by the Seller, in each case in accordance with the provisions of subsection (ivSection 8.2(c) below. (iib) If an audit examination of any Tax Return of the Seller or its subsidiaries for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment the effect of which is to increase deductions, losses or tax credits or to decrease income, gains gains, premiums, revenues or the recapture of tax credits ("ChangesCHANGES") reflected on a Tax Return of Purchaser Buyer, Sub and its subsidiaries for any taxable period ending after the Closing Date, the Seller will notify Purchaser Buyer and provide it with all necessary information so that Purchaser it can reflect the Changes on the appropriate Tax ReturnReturn of Buyer any appropriate Changes. If as a result of such Changes, Purchaser Buyer or its Subsidiaries realize subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in income, gains gains, premiums, revenues or the recapture of tax credits ("Purchaser BenefitsBUYER BENEFITS") for taxable periods ending after the Closing Date, Purchaser Buyer shall pay to the Seller, in accordance with subsection (iv), Seller the amount of such Purchaser BenefitsBuyer Benefit, as and when such Purchaser Buyer Benefits are realized by PurchaserBuyer in accordance with Section 8.2(d). (iiic) If an audit examination of any Tax Return of Purchaser Buyer or its subsidiaries for any taxable period periods ending after the Closing Date shall result (by settlement or otherwise) in any Changes to items Change reflected on a Tax Return of the Seller or its subsidiaries for any taxable period periods ending on or before the Closing Date, Purchaser Buyer will notify the Seller and provide it with all necessary information so that the Seller can reflect any appropriate Changes on the appropriate its Tax Return. If as a result of such Changes, the Seller realizes or its subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains gains, premiums, revenues or the recapture of tax credits (the "Seller BenefitsSELLER BENEFITS") for taxable periods ending on or before the Closing Date, the Seller shall pay to Purchaser, in accordance with subsection (iv) hereof, Buyer the amount of such the Seller Benefits as and when such the Seller Benefits are realized by the Seller, in accordance with Section 8.2(d). (ivd) Any payments of refunds or credits for Taxes, or any payment of Purchaser Buyer Benefits or the Seller Benefits, that are required to be paid under this Agreement shall be made within ten (10) 10 business days of the receipt of any refund or 30 Business Days of the realization of any tax benefit, as the case may be. Any payments not made within such time period and any payments not timely made pursuant to Section 6.01(b) period, shall be subject to an interest charge of twelve percent (12%) % per annum.

Cooperation; Refunds and Credits. (i) All refunds or credits of Taxes for or attributable to taxable years or periods of Company Star ending on or before the Closing Date (and or the Pre-closing Period Closing Period, in the case of any a Straddle Period), except to the extent reflected on the financial statements of Company, ) shall be for the account of the SellerPalomar; all other refunds or credits of Taxes Taxes, for or attributable to Company Star shall be for the account of PurchaserCoherent. Following the Closing, Purchaser Coherent shall cause Company Star to forward to the Seller Palomar any such refunds or credits due to the Seller Palomar pursuant to this subsection promptly section in the case of a refund, no later than 10 business days after receipt or realization thereof by Purchaser or Companyof such refund, and in the Seller case of a credit, no later than 30 business days after the relevant taxing authority has paid such credit, and Palomar shall forward (or cause to Purchaser be forwarded) to Coherent any refunds or credits due to Purchaser Coherent pursuant to this section promptly in the case of a refund, no later than 10 business days after receipt or realization thereof by of such refund, and in the Sellercase of a credit, in each case in accordance with no later than 30 business days after the provisions of subsection (iv) belowrelevant taxing authority has paid such credit. (ii) If an audit examination of any Tax Return of the Seller Palomar or its subsidiaries for any taxable period ending on or before the Closing Date shall result (by settlement or otherwise) in any adjustment the effect of which is to increase deductions, losses or tax credits or to decrease income, gains gains, premiums, revenues or the recapture of tax credits ("ChangesCHANGES") reflected on a Tax Return of Purchaser Coherent or Star for any taxable period ending after the Closing Date, the Seller Palomar will notify Purchaser Coherent and provide it with all necessary information so that Purchaser it can reflect the Changes on the appropriate Tax ReturnReturn of Coherent any appropriate Changes. If as a result of such Changes, Purchaser Coherent or its Subsidiaries realize subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in income, gains gains, premiums, revenues or the recapture of tax credits ("Purchaser BenefitsCOHERENT BENEFITS") for taxable periods ending after the Closing Date, Purchaser Coherent shall pay to the Seller, in accordance with subsection (iv), Palomar the amount of such Purchaser BenefitsCoherent Benefit, as and when such Purchaser Coherent Benefits are realized by PurchaserCoherent. (iii) If an audit examination of any Tax Return of Purchaser Coherent or its subsidiaries for any taxable period periods ending after the Closing Date shall result (by settlement or otherwise) in any Changes to items Change reflected on a Tax Return of the Seller Palomar or its subsidiaries for any taxable period periods ending on or before the Closing Date, Purchaser Coherent will notify the Seller Palomar and provide it with all necessary information so that the Seller Palomar can reflect any appropriate Changes on the appropriate its Tax Return. If as a result of such Changes, the Seller realizes Palomar or its subsidiaries enjoy a net Tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains gains, premiums, revenues or the recapture of tax credits (the "Seller BenefitsPALOMAR BENEFITS") for taxable periods ending on or before the Closing Date, the Seller Palomar shall pay to Purchaser, in accordance with subsection (iv) hereof, Coherent the amount of such the Seller Palomar Benefits as and when such the Seller Palomar Benefits are realized by the SellerPalomar. (iv) Any payments of refunds or credits for Taxes, or any payment of Purchaser Benefits or the Seller Benefits, that are required to be paid under this Agreement shall be made within ten (10) business days of the receipt of any refund or the realization of any tax benefit, as the case may be. Any payments not made within such time period and any payments not timely made pursuant to Section 6.01(b) shall be subject to an interest charge of twelve percent (12%) per annum.