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 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 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. 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.