Common use of Refund Claims Clause in Contracts

Refund Claims. To the extent any 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 8.4(g), to the extent any determina- tion 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. To the extent any determina- tion determination of Tax liability of the Company and its SubsidiariesFinance Company, 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, Seller (provided that in the case of any Tax refund described in pursuant to clause (iii) of this Section 11.56.5, the portion of such Tax refund which shall belong to Seller shall be that portion that is which bears the same ratio to the total Tax refund attributable to the period as the taxable income for the portion of that period which ends on the Closing Date (determined on the basis of an interim closing of the books as of books) bears to the Closing Datetaxable income for the total period), 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 shall remain the property of Taxes shall belong to Purchaser. Any payments made under this Section 11.5 6.5 shall be net of any Taxes payable with respect to such refund, credit or interest thereon (taking into account thereon. Notwithstanding the foregoing, any actual reduction in Tax liability realized upon the payment pursuant refunds of Taxes that were paid by an Obligor under a Financing Contract or by any other party shall belong to this Section 11.5)such party.

Refund Claims. To the extent any determina- tion 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