Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. (a) Except as provided in Section 4.02, Parent shall be entitled to all Refunds of Taxes for which Parent is responsible pursuant to Article III, and New BBX Capital shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Cogint shall be entitled to all Refunds of Taxes for which Parent Cogint is responsible pursuant to Article III, and New BBX Capital SpinCo shall be entitled to all Refunds of Taxes for which New BBX Capital SpinCo is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Seller shall be entitled to all Refunds any refunds or credits of or against any Seller Indemnified Taxes for which Parent Seller is responsible pursuant to Article III, and New BBX Capital under Section ‎7.1. Purchaser shall be entitled to all Refunds any refunds or credits of or against any Taxes other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of Taxes of the Company or any of its Subsidiaries for which New BBX Capital is responsible any Straddle Tax Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section ‎7.4 and the first two sentences of this Section ‎7.6. Notwithstanding the foregoing, Purchaser shall (and Seller shall not) be entitled to a refund or credit to the extent such refund or credit was reflected in, reserved for or taken into account in the determination of the payment pursuant to Section ‎2.2 or the Post-Closing Adjustment pursuant to Article III‎II. For the avoidance of doubt, to the extent that Each Party actually receiving or realizing a particular Refund refund or credit of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant under this Section ‎‎7.6 shall pay, or cause its Affiliates to this Agreementpay, such to the Party shall pay so entitled the amount to which of such other Party is entitled refund or credit (including any interest paid thereon and net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by expenses to the Party receiving such Party with refund or credit in respect theretoof the receipt or accrual of such refund or credit) in readily available funds within ten (10) 15 days after of the actual receipt of the Refund. (b) Notwithstanding Section 4.01(a), to refund or credit or the extent that application of such refund or credit against amounts otherwise payable. If any such refund or credit in respect of which a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as made a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party payment to the other Party pursuant to this Section 4.01‎‎7.6 is subsequently disallowed or reduced, such other Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that promptly repay the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority such refund or in a Tax Proceedingcredit received, such reduction shall be allocated to the extent disallowed or reduced, to the Party to which that made such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be madepayment, together with any interest, penalties or other charges imposed thereon by the applicable taxing authority.

Refunds and Credits. (ai) Except as provided in Section 4.02, Parent shall be entitled to all Refunds received by any member of the Telemynd Group or any of their Affiliates of Taxes for which paid by any member of the Parent is responsible Group to a Taxing Authority or to Telemynd pursuant to Article IIIthis Agreement or otherwise borne by Parent pursuant to a claim for indemnity under this Agreement, and New BBX Capital Telemynd shall be entitled to all Refunds received by any member of the Parent Group or any of their Affiliates of Taxes for which New BBX Capital is responsible paid by any member of the Telemynd Group to a Taxing Authority or to Parent pursuant to Article IIIthis Agreement or otherwise borne by Telemynd pursuant to a claim for indemnity under this Agreement; provided, however, that all Refunds of Taxes shall be offset and reduced by any amounts owed by the Party otherwise entitled to the Refund under this Section 8.11(a)(i) to the other Party under this Agreement. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be is allocable to a Straddle Period with respect to which the Parties may share have shared responsibility pursuant to Article IIISection 8.06, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof this Article VIII with the Tax liability of such Party as determined under Section 2.068.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the net amount to which such other Party is entitled (including, for avoidance of doubt, net of any Taxes imposed with respect to such Refund refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund. Notwithstanding the foregoing, neither Party shall be entitled to any payment or other benefit from the other Party pursuant to this Section 8.11(a)(i) related to any Refund that is attributable to the carrying back to a Pre-Closing Period of a net operating loss or tax credit that arose in a Post-Closing Period. (bii) Notwithstanding Section 4.01(a)For the avoidance of doubt, to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refundcash refund, would have been payable by such Party to the other Party pursuant to this Section 4.018.11, such Party shall pay such amount to the other Party no later than ten (10) days following the date Due Date of the Tax Return on which the overpayment is reflected on a filed Tax Returnreflected. (ciii) To the extent that the amount of any Refund under this Section 4.01 If there is later reduced a subsequent reduction by a Taxing Authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a Tax Proceedingpayment has been made pursuant to Section 8.11(a)(i), then the applicable Party that received the benefit of the Refund from the other Party shall pay to such other Party an amount equal to such reduction shall be allocated plus any interest or penalties imposed by a Taxing Authority with respect to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be madereduction.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Seller shall be entitled to all Refunds any refunds or credits of or against any Seller Indemnified Taxes for which Parent Seller is responsible pursuant to Article III, and New BBX Capital under Section 7.1. Purchaser shall be entitled to all Refunds any refunds or credits of or against any Taxes other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence. Any refunds or credits of Taxes of the Company for which New BBX Capital is responsible any Straddle Tax Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section ‎7.4 and the first two sentences of this Section ‎7.6. Notwithstanding the foregoing, Purchaser shall (and Seller shall not) be entitled to a refund or credit to the extent such refund or credit was reflected in, reserved for or taken into account in the determination of the payment pursuant to Section 2.2 or the Post-Closing Adjustment pursuant to Article IIIII. For the avoidance of doubt, to the extent that Each Party actually receiving or realizing a particular Refund refund or credit of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant under this Section ‎7.6 shall pay, or cause its Affiliates to this Agreementpay, such to the Party shall pay so entitled the amount to which of such other Party is entitled refund or credit (including any interest paid thereon and net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by expenses to the Party receiving such Party with refund or credit in respect theretoof the receipt or accrual of such refund or credit) in readily available funds within ten (10) 15 days after of the actual receipt of the Refund. (b) Notwithstanding Section 4.01(a), to refund or credit or the extent that application of such refund or credit against amounts otherwise payable. If any such refund or credit in respect of which a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as made a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party payment to the other Party pursuant to this Section 4.01‎7.6 is subsequently disallowed or reduced, such other Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that promptly repay the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority such refund or in a Tax Proceedingcredit received, such reduction shall be allocated to the extent disallowed or reduced, to the Party to which that made such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be madepayment, together with any interest, penalties or other charges imposed thereon by the applicable taxing authority.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Any refund or credit of Taxes of the Company or any Company Subsidiary for any taxable period ending on or before the Closing Date shall be entitled to all Refunds for the account of Taxes for which Parent is responsible pursuant to Article IIIthe Optionors. Notwithstanding the foregoing, and New BBX Capital however, any such refund or credit shall be entitled to all Refunds for the account of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, Optionee to the extent that such refunds or credits are attributable (determined on a particular Refund marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of Taxes may be allocable to a Straddle Period with respect to which that begins on the Parties may share responsibility pursuant to Article IIIdate after the Closing Date) of items of loss, deductions or other Tax items of the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party Company or any Company Subsidiary (or any of member their respective Affiliates, including the Optionee). Any refund or credit of such Party’s Group) to a Taxing Authority or to Taxes of the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (Company or any member of its Company Subsidiary for any Post-Closing Tax Group) receives a Refund to which Period shall be for the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt account of the Refund. (b) Notwithstanding Section 4.01(a)Optionee; provided, however, any such refund or credit shall be for the account of the Optionors to the extent that such refunds or credits are attributable (determined on a Party marginal basis) to the carryforward from a Pre-Closing Tax Period (or the portion of a Straddle Period that ends on the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (or any member of its Tax Group) applies their respective Affiliates, including the Optionee). Any refund or causes to be applied an overpayment credit of Taxes as a credit toward of the Company or a reduction in Taxes otherwise payable (any Company Subsidiary for any Straddle Period shall be equitably apportioned between the Optionors and the Optionee. Each party shall, or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxesshall cause its Affiliates to, if received as a Refund, would have been payable by such Party forward to the any other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund party entitled under this Section 4.01 8.5 to any refund or credit of Taxes any such refund within 10 days after such refund is later reduced received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against other Tax liability; provided, however, that any such amounts shall be net of any Tax Cost or Tax Benefit to the payor party attributable to the receipt of such refund and/or the payment of such amounts to the payee party. The parties shall treat any payments under this section as an adjustment to the Exercise Price, unless, and then only to the extent, otherwise required by a Taxing Authority or in Final Determination. The control of the prosecution of a Tax Proceeding, such reduction claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be allocated to governed by the Party to which such Refund was allocated pursuant to this provisions of Section 4.01 and an appropriate adjusting payment shall be made8.7.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Xxxxxxx shall be entitled to all Refunds of Taxes for which Parent Xxxxxxx is responsible pursuant to Article III, and New BBX Capital Newco shall be entitled to all Refunds of Taxes for which New BBX Capital Newco is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.062.08, taking into account the facts as utilized for purposes of claiming such Refund. If a A Party (or any member of its Tax Group) receives receiving a Refund to which the other Party is entitled pursuant to this Agreement, such Party Agreement shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article III which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be responsible pursuant to Article III (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such Adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party plus interest at the rate set forth in Section 6621(a)(1) on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. (c) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable. (d) If Newco or any of its Subsidiaries receives a Refund attributable to Restructuring VAT, or otherwise utilizes the benefits of a payment of Restructuring VAT (including by way of credit), Newco shall pay, or cause to be paid, to Xxxxxxx, within ten (10) days following of the date on which receipt of any such Refund or the overpayment is reflected on filing of the Tax Return utilizing any such benefit the amount of such Restructuring VAT to the extent of such Refund, credit or other benefit. For purposes of determining whether Newco or any of its Subsidiaries have received such a filed Tax ReturnRefund, credit or otherwise utilized the benefits of a payment of Restructuring VAT, any refund, credit or other benefit received by Newco or its Subsidiaries shall be considered to be attributable to Restructuring VAT prior to any refund, credit or other benefit being considered to be attributable to other payments of VAT. Newco agrees to claim any refund, offset, credit or other allowance attributable to Restructuring VAT as soon as reasonably possible and to furnish to Xxxxxxx at Xxxxxxx’x request all information, records and assistance reasonably necessary to verify the amount of any such refund, offset, credit or other allowance. (ce) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made. (f) Notwithstanding anything to the contrary in this Agreement, neither Xxxxxxx nor Newco shall be required to pay or cause to be paid any Refund to the other Party pursuant to this Section 4.01 if the amount of such Refund is less than $50,000.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Alliqua shall be entitled to all Refunds of Taxes for which Parent Alliqua is responsible pursuant to Article III, and New BBX Capital Aquamed shall be entitled to all Refunds of Taxes for which New BBX Capital Aquamed is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. (ai) Except as provided If either the Buyer Parties or the Seller Parties (the “Paying Party”) pays a Tax for which the other (the “Non-Paying Party”) is liable in accordance with Article VI or Section 4.029.02 of the Agreement, Parent the Paying Party shall be entitled to all Refunds reimbursement from the Non-Paying Party in accordance with this Section 6.13(f)(i). Upon payment of Taxes for which Parent is responsible pursuant to Article IIIany such Tax, and New BBX Capital the Paying Party shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, present a statement to the extent that a particular Refund Non-Paying Party setting forth the amount of Taxes may be allocable to a Straddle Period with respect reimbursement to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Paying Party is entitled pursuant entitled, together with such supporting evidence as is reasonably necessary to this Agreement, such Party shall pay calculate the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable outbe reimbursed. The Non-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Paying Party shall pay make such amount to the other Party reimbursement promptly, in immediately available funds, but in no event later than ten (10) days following Business Days after the date on which the overpayment is reflected on a filed Tax Returnpresentation of such statement. (cii) To Any Tax refund received by any Buyer Parties or any Acquired Company (or any of their respective Affiliates) within four (4) years following the extent Closing Date, and any amounts credited against any Tax to which any Buyer Party or any Acquired Company (or any of their respective Affiliates) shall become entitled, which refund or credit relates to a Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period (the “Pre-Closing Tax Refunds and Credits”), shall be for the account of the Seller Parties. Any Pre-Closing Tax Refunds and Credits due and owing to a Seller Party pursuant to this Section 6.13(f)(ii) shall be paid by the Buyer Parties within ten (10) Business Days after receipt or utilization thereof by bank wire transfer of immediately available funds; provided, however, that Buyer may offset the amount of any Pre-Closing Tax Refund under this Section 4.01 is later reduced and Credit payable hereunder by a Taxing Authority or in a the amount of any Tax Proceeding, such reduction shall be allocated liabilities due and owing to the Party Buyer Parties pursuant to which Stockholder’s indemnification obligations set forth in Section 9.02 (to the extent that such Refund was allocated indemnification claims have been resolved in favor of the Buyer Parties pursuant to Section 6.13(g) and Section 9.05 below). In addition, the Buyer Parties shall pay, or cause to be paid, to the Seller Parties an amount equal to any refund of Taxes that would have been payable to the Seller Parties pursuant to this Section 4.01 6.13, except that such refund was used to pay or credited against Post-Closing Taxes. Any Post-Closing Tax refunds that are received by Seller Parties or any of its Affiliates, and an appropriate adjusting payment any amounts credited against Post-Closing Taxes to which Seller Parties or any of their Affiliates becomes entitled, shall be madefor the account of Buyer Parties. Each Party shall pay, or cause to be paid, to the other Party an amount equal to such refund or credit within ten (10) Business Days after receipt or utilization thereof by bank wire transfer of immediately available funds. If any refund, credit or offset of Taxes described in this Section 6.13(f)(ii) that is paid, offset or credited to a Party is subsequently reduced or disallowed as a result of an audit, such Party that received the payment, offset or credit shall promptly pay the amount so reduced or disallowed to such other Party.

Refunds and Credits. (ai) Except as provided in Section 4.02, Parent shall be entitled to all Refunds received by any member of the MYnd California Group or any of their Affiliates of Taxes for which paid by any member of the Parent is responsible Group to a Taxing Authority or to MYnd California pursuant to Article IIIthis Agreement or otherwise borne by Parent pursuant to a claim for indemnity under this Agreement, and New BBX Capital MYnd California shall be entitled to all Refunds received by any member of the Parent Group or any of their Affiliates of Taxes for which New BBX Capital is responsible paid by any member of the MYnd California Group to a Taxing Authority or to Parent pursuant to Article IIIthis Agreement or otherwise borne by MYnd California pursuant to a claim for indemnity under this Agreement; provided, however, that all Refunds of Taxes shall be offset and reduced by any amounts owed by the Party otherwise entitled to the Refund under this Section 8.11(a)(i) to the other Party under this Agreement. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be is allocable to a Straddle Period with respect to which the Parties may share have shared responsibility pursuant to Article IIISection 8.06, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof this Article VIII with the Tax liability of such Party as determined under Section 2.068.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the net amount to which such other Party is entitled (including, for avoidance of doubt, net of any Taxes imposed with respect to such Refund refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund. Notwithstanding the foregoing, neither Party shall be entitled to any payment or other benefit from the other Party pursuant to this Section 8.11(a)(i) related to any Refund that is attributable to the carrying back to a Pre-Closing Period of a net operating loss or tax credit that arose in a Post-Closing Period. (bii) Notwithstanding Section 4.01(a)For the avoidance of doubt, to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refundcash refund, would have been payable by such Party to the other Party pursuant to this Section 4.018.11, such Party shall pay such amount to the other Party no later than ten (10) days following the date Due Date of the Tax Return on which the overpayment is reflected on a filed Tax Returnreflected. (ciii) To the extent that the amount of any Refund under this Section 4.01 If there is later reduced a subsequent reduction by a Taxing Authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a Tax Proceedingpayment has been made pursuant to Section 8.11(a)(i), then the applicable Party that received the benefit of the Refund from the other Party shall pay to such other Party an amount equal to such reduction shall be allocated plus any interest or penalties imposed by a Taxing Authority with respect to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be madereduction.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Starwood shall be entitled to all Refunds of Taxes for which Parent Starwood is responsible pursuant to Article III, and New BBX Capital Vistana shall be entitled to all Refunds of Taxes for which New BBX Capital Vistana is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article III which would have given rise to a Refund but for an offset against the Taxes for which the other Party (or a member of its Tax Group) is or may be responsible pursuant to Article III (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such Adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party (or such Tax Group member) plus interest at the rate set forth in Section 6621(a)(1) on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. (c) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable. (d) If Vistana or any member of its Tax Group receives a Refund attributable to Restructuring VAT, or otherwise utilizes the benefits of a payment of Restructuring VAT (including by way of credit), Vistana shall pay, or cause to be paid, to Starwood, within ten (10) days following of the date on which receipt of any such Refund or the overpayment is reflected on a filed filing of the Tax ReturnReturn utilizing any such benefit the amount of such Restructuring VAT to the extent of such Refund, credit or other benefit. Vistana agrees to claim, and to cause members of its Tax Group to claim, any refund, offset, credit or other allowance attributable to Restructuring VAT as soon as reasonably possible and to furnish to Starwood at Starwood’s request all information, records and assistance reasonably necessary to verify the amount of any such refund, offset, credit or other allowance. (ce) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent If the Lender shall be become aware that it is entitled to all Refunds claim a refund from, or to a tax credit on any tax return filed by the Lender with, a Governmental Authority in respect of Taxes for or Other Taxes as to which Parent is responsible pursuant to Article IIIit has been indemnified by the Borrower, and New BBX Capital shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period or with respect to which the Parties may share responsibility Borrower has paid additional amounts, pursuant to Article IIIthis Section 2.9, it shall promptly notify the portion Borrower of the availability of such Refund refund claim or right to a tax credit and shall, within thirty (30) days after receipt of a request by the Borrower, make a claim to such Governmental Authority for such refund, or claim such credit on the next such tax return filed by it, in each case, at the Borrower's expense. If the Lender receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes as to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced it has been indemnified by the amount of payments received from the other Party) pursuant to Articles II and III hereof Borrower or with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund respect to which the other Party is entitled Borrower had paid additional amounts pursuant to this AgreementSection 2.9 or receives benefit from such tax credit, it shall within thirty (30) days from the date of the receipt of such Party shall refund or such benefit pay over such refund or an amount equal to such benefit to the amount Borrower (but only to which such other Party is entitled (net the extent of any Taxes imposed indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.9 with respect to the Taxes or Other Taxes giving rise to such Refund and any other reasonable refund), net of all out-of-pocket costs incurred expenses of the Lender and without interest (other than interest paid by such Party the relevant Governmental Authority with respect thereto) within ten (10) days after to such refund); provided, however, that the receipt Borrower, upon the request of the Refund. (b) Notwithstanding Section 4.01(a)Lender, agrees to repay the amount paid over to the extent that a Party Borrower (plus penalties, interest or any member of its Tax Groupother charges) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant Lender in the event the Lender is required to this Section 4.01, repay such Party shall pay refund to such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax ReturnGovernmental Authority. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. If any Lender or Agent determines, in its sole discretion, that it has received a refund (awhether in cash or as a credit against other taxes) Except in respect of any Taxes as provided in Section 4.02, Parent shall be entitled to all Refunds of Taxes for which Parent is responsible indemnification or additional amounts have been paid to it by the Loan Parties pursuant to Article IIIthis Section 3.12, and New BBX Capital it shall be entitled to all Refunds promptly remit such refund (or the amount of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, such credit) (but only to the extent that a particular Refund of Taxes may be allocable to a Straddle Period indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 3.12 with respect to which the Parties may share responsibility pursuant Taxes giving rise to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party refund (or credit) plus any of member of interest included in such Party’s Grouprefund (or credit) by the relevant taxing authority attributable thereto) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06Loan Parties, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable all out-of-pocket costs incurred expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by such Party the relevant taxing authority with respect thereto) within ten to such refund (10) days after or credit)); provided that the receipt Loan Parties, upon the request of the Refund. Lender or Agent, as the case may be, agree promptly to return such amount to such party (bplus any interest imposed by the relevant taxing authority) Notwithstanding Section 4.01(a), in the event such party is required to repay such refund (or credit) to the extent that relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a Party copy of any notice of assessment or other evidence of the requirement to repay such refund (or credit) received from the relevant taxing authority (provided that such Lender or Agent may delete any member information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary, in no event shall any Lender or Agent be required to pay to the Borrower any amount the payment of its Tax Group) applies which would leave such Lender or causes to be applied an overpayment of Taxes as Agent in a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, less favorable net after-tax position than it would have been payable by such Party in if the Tax giving rise to additional amounts or indemnification payments had not been imposed in the first instance. Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other Party pursuant to this Section 4.01refunds, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority credits, relief, remissions or in a Tax Proceeding, such reduction shall be allocated to the Party repayments to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall it may be madeentitled.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Starwood shall be entitled to all Refunds of Taxes for which Parent Starwood is responsible pursuant to Article III, and New BBX Capital Vistana or ILG, as the case may be, shall be entitled to all Refunds of Taxes for which New BBX Capital such Party is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article III which would have given rise to a Refund but for an offset against the Taxes for which the other Party (or a member of its Tax Group) is or may be responsible pursuant to Article III (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such Adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party (or such Tax Group member) plus interest at the rate set forth in Section 6621(a)(1) on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. (c) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable. (d) If Vistana or ILG, or any member of such Party’s Tax Group receives a Refund attributable to Restructuring VAT, or otherwise utilizes the benefits of a payment of Restructuring VAT (including by way of credit), Vistana or ILG, as the case may be, shall pay, or cause to be paid, to Starwood, within ten (10) days following of the date on which receipt of any such Refund or the overpayment is reflected on a filed filing of the Tax ReturnReturn utilizing any such benefit the amount of such Restructuring VAT to the extent of such Refund, credit or other benefit. Vistana and ILG agree to claim, and to cause members of each Party’s Tax Group to claim, any refund, offset, credit or other allowance attributable to Restructuring VAT as soon as reasonably possible and to furnish to Starwood at Starwood’s request all information, records and assistance reasonably necessary to verify the amount of any such refund, offset, credit or other allowance. (ce) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent shall be entitled Any refunds and credits attributable to all Refunds of Pre‑Closing Taxes for which Parent is responsible pursuant to Article III, and New BBX Capital shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund not taken into account in the calculation of Taxes may Net Working Capital as reflected in the Final Net Working Capital Statement shall be allocable to a Straddle Period for the account of Seller if properly reportable by Seller on any of its pre-Closing Tax Returns or with respect to which any Pre-Closing Tax Period and any other refunds and credits shall be for the Parties may share responsibility pursuant account of Buyer. To the extent permitted by applicable Law, Buyer shall (or shall cause or permit its Subsidiaries to) elect to Article IIIrelinquish any carryback of a Tax attribute to any Pre-Closing Tax Period. In cases where Buyer cannot elect to relinquish such carrybacks, Seller agrees to pay to Buyer the net Tax benefit received by Seller or any of its Subsidiaries from the use in any Pre-Closing Tax Period of a carryback of any Tax arising in a Post-Closing Tax Period. If an audit or other examination of any Tax Return of Seller or its Subsidiaries for any taxable period ending on or before the Closing Date, or of Buyer or its Subsidiaries for any taxable period ending after the Closing Date, shall result (by settlement or otherwise) in any adjustment, the portion effect of which is to increase deductions, losses or tax credits or decrease income, gains, premiums, revenues or recapture of tax credits ("Changes") of the other party, the audited party will notify such other party and provide it with all necessary information so that it can reflect on its Tax Returns any such Changes. If as a result of such Refund Changes, the other party enjoys a net Tax benefit, such party shall pay to which each Party will be entitled shall be determined by comparing the audited party the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the net Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refundbenefit. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. Any refund or credit of Taxes of the Group Companies that were borne by Seller (awhether by virtue of having (i) Except been paid by any of the Group Companies before the Closing, (ii) been indemnified by the Seller under Article IX, (iii) reduced any prior payment under this Section 6.2(f) or (iv) were included as provided a current liability in Section 4.02Net Working Capital), Parent shall be entitled to all Refunds for the account of Taxes for which Parent is responsible pursuant to Article III, and New BBX Capital Seller; provided that any such refund or credit shall be entitled to all Refunds for the account of Taxes for which New BBX Capital is responsible pursuant to Article III. For Buyer or the avoidance of doubt, Group Companies to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing refunds or credits (x) decreased the amount of payments made by any current liability included in Net Working Capital, (y) are attributable to the carryback from a Party (Post-Closing Tax Period of items of loss, deductions or other Tax items of Buyer or any of member its Affiliates (including, after the Closing, the Group Companies) or (z) are required to be paid by any Group Company to any other Person pursuant to an agreement described in Section 3.6(a)(x) of the Disclosure Letter. All refunds or credits of Taxes of the Group Companies (other than those for the account of Seller pursuant to the previous sentence) shall be for the account of Buyer. If any Party is entitled to any refund or credit of Taxes under this Section 6.2(f), then within 10 days after such refund is received or such credit is allowed or applied against another Tax liability, the Party receiving such refund or credit shall pay such refund or the amount of such Party’s Group) to a Taxing Authority or credit to the other Party; provided, however, that any such amounts paid under this Section 6.2(f) shall be net of any Tax cost or benefit to the payor Party (and reduced attributable to the receipt of such refund or the payment of such amounts to the payee party. The Parties shall treat any payment under this Section 6.2(f) as an adjustment to the _ Purchase Price unless there is no reasonable basis for doing so under applicable Tax Law. Buyer may reduce any amounts payable under this Section 6.2(f) by the amount of payments received from any outstanding Unrecovered Pre-Closing Tax Losses. Nothing in this Section 6.2(f) shall limit or impair the other Party) pursuant to Articles II and III hereof with the Tax liability rights of such any Buyer Indemnified Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund9.1. (b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Refunds and Credits. Purchaser and Seller agree that any refund or credit of Taxes of any Company (ax) for any Pre-Closing Tax Period (other than any such refund or credit that results from the carryback of losses, credits or similar items of a Company from a Post-Closing Tax Period) shall be for the account of Seller and (y) for any Post-Closing Tax Period (including such refunds or credits as are described in the parenthetical to clause (x)) shall be for the account of Purchaser. Purchaser shall, if Seller so reasonably requests and at Seller’s expense, file for and obtain, or cause the Companies to file for and obtain, any refunds or credits to which Seller is entitled under this Section 5.07(c). Except as provided in Section 4.02the immediately preceding sentence, Parent (A) Purchaser shall be entitled not file for and obtain, or cause the Companies to all Refunds of Taxes file for which Parent is responsible pursuant and obtain, any refunds or credits solely with respect to Article IIIany Pre-Closing Tax Period (other than a Straddle Period) and (B) Purchaser shall not file for and obtain, or cause the Companies to file for and New BBX Capital shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubtobtain, to the extent that a particular Refund of Taxes may be allocable any refunds or credits with respect to a Straddle Period with respect to which without the Parties may share responsibility pursuant to Article IIIconsent of the Seller, the portion of such Refund to which each Party will not be entitled unreasonably withheld, conditioned or delayed; provided, that Seller’s consent shall be determined deemed to not be unreasonably withheld if Seller reasonably believes that a claim for a refund or a credit would likely trigger the initiation of an audit by comparing the amount of payments made by relevant Taxing Authority. If a Party (party or any of member its Affiliates receives any refund or credit of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund Taxes to which the other Party party is entitled pursuant to under this AgreementSection 5.07(c), such Party party shall pay to the other party the amount to which of any such other Party refund within 10 calendar days of receipt of the refund or the amount of any such credit within 10 calendar days after the credit is entitled (allowed or applied against such party’s Tax liability, net of any Taxes costs or expenses (including Tax costs) imposed with respect to thereto; provided, however, that if any portion of such Refund and refund or credit is subsequently disallowed by any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund. (b) Notwithstanding Section 4.01(a)Taxing Authority, to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party then amounts previously paid pursuant to this Section 4.01, such Party 5.07(c) in respect thereof shall pay such amount be promptly reimbursed by the payee party to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Returnpayor party. (c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.