Common use of Refund Claims Clause in Contracts

Refund Claims. To the extent any determination of Tax liability of the Company and its Subsidiaries, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to (i) any period which ends on or before the Closing Date, (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that day, any such refund shall belong to Seller, provided that in the case of any Tax refund described in clause (iii) of this Section 11.5, the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.5).

Refund Claims. To the extent any determination of Tax liability of the Company and its Company, Group or the Subsidiaries, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to (i) any period which ends on or before the Closing Date, (ii) any sale, exchange or other disposition of property which occurred on or prior to the Section 338(h)(10) Election Closing Date, or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that day, any such refund shall belong to Seller, ; provided that in the case of any Tax refund described in clause (iii) of this Section 11.57(f), the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date), and Purchaser shall promptly pay any such refundportion, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 7(f) shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.5).into

Refund Claims. To the extent any determination determina- tion of Tax liability of the Company and its Subsidiaries, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to (i) any period which ends on or before the Closing Date, (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that day, any such refund shall belong to Seller, provided that in the case of any Tax refund described in clause (iii) of this Section 11.5, the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.5).

Refund Claims. To Except as otherwise provided in Section 9.8(f), to the extent any determination of Tax liability of the Company and its SubsidiariesCompanies, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to (i) any period which ends on or before the Closing Date, Date or (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that day, any such refund shall belong to the Seller, provided that in the case of any Tax refund described in clause (iiiii) of this Section 11.59.8(e), the portion of such Tax refund which shall belong to the Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date), and the Purchaser shall promptly pay any such refund, and the interest actually received thereon, to the Seller upon receipt thereof by the Purchaser. Any and all other refunds of Taxes shall belong to the Purchaser. Any payments made under this Section 11.5 9.8(e) shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.59.8(e)). Any such claim for a refund or amended return shall be filed by the Purchaser at the written request of the Seller and on the Seller's behalf.

Refund Claims. To Except as otherwise provided in Section 8.4(g), to the extent any determination of Tax liability of the Company and its SubsidiariesCompany, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes TAXES paid attributable to (i) any period which ends on or before the Closing DateCLOSING DATE, (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date CLOSING DATE but does not begin or end on that day, any such refund shall belong to Seller, provided that in the case of any Tax refund described in clause (iii) of this Section 11.58.4(f), the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date CLOSING DATE (determined on the basis of an interim closing of the books as of the Closing DateCLOSING DATE), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 8.4(f) shall be net of any Taxes TAXES payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.58.4(f)).

Refund Claims. The Purchaser, Renown and USP shall, upon written request of the Seller and at Seller’s sole cost and expense, file a claim for a refund with the appropriate Tax Authority for any taxable period ending on or before the Effective Time, provided such claim would not be prejudicial to the Purchaser, Renown or USP, as determined by the Purchaser in its sole discretion. The Seller will provide the Purchaser, Renown or USP with such information as may reasonably be necessary to enable the Purchaser, Renown or USP to file a claim for a refund of such Taxes. To the extent any determination of Tax liability of the Company and its SubsidiariesRenown or USP, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid which are attributable to (i) any Tax period which ends ending prior to or on or before the Closing Date, (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that dayEffective Time, any such refund shall belong to the Seller, provided but only to the extent that such Taxes were paid by the Seller, Renown or USP prior to the Effective Time or were included as a Current Liability in the case calculation of any Tax refund described in clause (iii) of this Section 11.5, the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date)Net Working Capital, and Purchaser shall promptly pay any provided further that such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaserrefund was not included as a Current Asset in calculation Closing Net Working Capital. Any payments made under this Section 11.5 9.04 shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.59.04).

Refund Claims. To Except as otherwise provided in Section 9.8(f), to the extent any determination of Tax liability of the Company and its SubsidiariesDES or FMS, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to (i) any period which ends on or before the Closing Date, Date or (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that day, any such refund shall belong to SellerDES or FMS, provided that in the case of any Tax refund described in clause (iiiii) of this Section 11.59.8(e), the portion of such Tax refund which shall belong to Seller DES or FMS shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date), and the Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller DES and FMS upon receipt thereof by the Purchaser. Any and all other refunds of Taxes shall belong to the Purchaser. Any payments made under this Section 11.5 9.8(e) shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.59.8(e)). Any such claim for a refund or amended return shall be filed by the Purchaser at the written request of DES or FMS, and on behalf of DES or FMS.

Refund Claims. To Except as otherwise provided in Section 10.4(f), to the extent any determination of Tax liability of the Company and its SubsidiariesCompany, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to (i) any period which ends on or before the Closing Date, Date or (ii) the Section 338(h)(10) Election or (iii) any period which 57 63 includes the Closing Date but does not begin or end on that day, any such refund shall belong to Sellerthe Representing Sellers, provided that in the case of any Tax refund described in clause (iiiii) of this Section 11.510.4(e), the portion of such Tax refund which shall belong to Seller the Representing Sellers shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of the Closing Date), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller the Representing Sellers upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 10.4(e) shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.510.4(e)).

Refund Claims. The Purchasers and the Subsidiaries shall, upon reasonable written request of the Sellers, file a claim for a refund with the appropriate Tax Authority for any taxable period ending on or before the Closing Date, but only if and to the extent that such a claim would not, or would not be reasonably likely to, result in any Tax liability to the Purchasers and the Subsidiaries for full or partial periods after the Closing. The Sellers will provide the Purchasers or the Subsidiaries with such information as may reasonably be necessary to enable the Purchasers or the Subsidiaries to file a claim for a refund of such Taxes. To the extent any determination of Tax liability of the Company and its Subsidiaries, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid which are attributable to (i) any Tax period which ends ending prior to or on or before the Closing Date, any such refund that is actually received by a Subsidiary within four (ii4) the Section 338(h)(10) Election or (iii) any period which 57 63 includes years after the Closing Date but does not begin or end on that day, any such refund shall belong to the applicable Seller, provided that in but only if such claim is not the case result of any carrybacks from Tax refund described in clause (iii) of this Section 11.5, the portion of such Tax refund which shall belong to Seller shall be that portion that is attributable to the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of periods or partial periods beginning after the Closing Date), and Purchaser shall promptly pay any such refund, and the interest actually received thereon, to Seller upon receipt thereof by Purchaser. Any and all other refunds of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 9.06 shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account any actual reduction in Tax liability realized upon the payment pursuant to this Section 11.59.06).