Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date shall be for the account of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance Sheet.

Refunds and Credits. Seller shall be entitled to any refunds or credits of or against any Seller Indemnified Taxes for which Seller is responsible under Section 7.1. Purchaser shall be entitled to 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 and or credits of Taxes of any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date shall be Company for the account of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Tax Period shall be equitably apportioned between Parent Seller and Holdings Purchaser in accordance with the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 principles set forth in Section ‎7.4 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account first two sentences of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such creditthis Section ‎7.6. Notwithstanding the foregoing, Parent Purchaser shall not (and Seller shall not) be entitled to the benefit of any a refund or credit to the extent such refund or credit (i) arises from a step-up was reflected in, reserved for or taken into account in the Tax basis of Assets as a result determination of the Electionspayment pursuant to Section 2.2 or the Post-Closing Adjustment pursuant to Article II. Each Party actually receiving or realizing a refund or credit of Taxes to which the other Party is entitled under this Section ‎7.6 shall pay, (ii) is attributable or cause its Affiliates to pay, to the carryback Party so entitled the amount of such refund or credit (including any interest paid thereon and net of any Taxes and other reasonable out-of-pocket expenses to the Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit) in readily available funds within 15 days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable. If any such refund or credit in respect of which a loss arising after Party made a payment to the Closing Dateother Party pursuant to this Section ‎7.6 is subsequently disallowed or reduced, such other Party shall promptly repay the amount of such refund or (iii) was reflected as an asset on credit received, to the Closing Balance Sheetextent disallowed or reduced, to the Party that made such payment, together with any interest, penalties or other charges imposed thereon by the applicable taxing authority.

Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries Companies or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date date shall be for the account of ParentBoise Cascade, and if received or utilized by Holdings the Purchaser or any of its Affiliatesaffiliates, shall be paid to Parent Boise Cascade within five (5) business days after Holdings the Purchaser or any of its Affiliates affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date date shall be for the account of Holdingsthe Purchaser, and if received or utilized by ParentBoise Cascade, or any of its Affiliatesaffiliates, shall be paid by Parent Boise Cascade to Holdings the Purchaser within five (5) business days after ParentBoise Cascade, or any of its Affiliatesaffiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent Boise Cascade and Holdings the Purchaser in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 12.1.3 and 12.4.3 hereof, hereof and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited)Boise Cascade, and if received or utilized by Holdingsthe Purchaser, any of its Affiliates affiliates or either of the Transferred Subsidiaries Companies shall be paid to Parent Boise Cascade within five (5) business days after HoldingsPurchaser, any of its Affiliates affiliates or either of the Transferred Subsidiaries Companies receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance Sheet.

Refunds and Credits. Any refunds and credits (i) Parent shall be entitled to all Refunds received by any member of the Telemynd Group or any of their Affiliates of Taxes paid by any member of the Parent Group to a Taxing Authority or to Telemynd pursuant to this Agreement or otherwise borne by Parent pursuant to a claim for indemnity under this Agreement, and Telemynd shall be entitled to all Refunds received by any member of the Parent Group or any of their Affiliates of Taxes paid by any member of the Transferred Subsidiaries Telemynd Group to a Taxing Authority or to Parent pursuant to this Agreement or otherwise relating 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 Assets or Refund under this Section 8.11(a)(i) to the Business realized after other Party under this Agreement. For the Closing Date avoidance of doubt, to the extent that a particular Refund of Taxes is allocable to a Straddle Period with respect to (i) any taxable period ending on or before which the Closing Date Parties have shared responsibility pursuant to Section 8.06, the portion of such Refund to which each Party will be entitled shall be for determined by comparing the account amount of Parent, and if received or utilized payments made by Holdings 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 this Article VIII with the Tax liability of such Party as determined under Section 8.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its AffiliatesTax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall be paid pay the net amount to Parent which such other Party is entitled (including, for avoidance of doubt, net of any Taxes imposed with respect to such refund and any other reasonable out-of-pocket costs incurred by such Party) within five ten (510) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either receipt of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such creditRefund. Notwithstanding the foregoing, Parent neither Party shall not be entitled to any payment or other benefit from the benefit of other Party pursuant to this Section 8.11(a)(i) related to any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) Refund that is attributable to the carryback carrying back to a Pre-Closing Period of a net operating loss arising after the or tax credit that arose in a Post-Closing Date, or (iii) was reflected as an asset on the Closing Balance SheetPeriod.

Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (ia) any taxable period ending on or before the Closing Date Parent shall be entitled to any refunds of or credits against any Taxes for the account of Parentwhich Parent is responsible under Section 7.02, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, except that Parent shall not be entitled to the benefit of any such refund or credit to extent that (i) the extent Tax items underlying such refunds or credits were generated in a Post-Closing Taxable Period and are required by applicable Law to be carried back to the Pre-Closing Taxable Period or (ii) such refunds or credits were previously included as an asset in the calculation of Closing Tangible Book Value as finally determined hereunder. Any refunds of or credits against Taxes of, or with respect to, any Company Group Entity that are attributable to Tax items that were generated in a Post-Closing Taxable Period and are required by applicable Law to be carried back to the Pre-Closing Taxable Period will be for the benefit of the Acquiror. Any refunds or credits of or against Taxes for any Straddle Period shall be equitably apportioned between Parent and the Acquiror in accordance with the principles set forth in this Section 7.06 and Section 7.02(c). Each party shall pay, or cause its Affiliates to pay, to the party entitled to a refund or credit of Taxes under this Section 7.06(a), the amount of such refund or credit (i) arises from a step-up including any interest paid thereon and net of any Taxes to the party receiving such refund or credit in the Tax basis of Assets as a result respect of the Elections, receipt or accrual of such refund or credit) in readily available funds within fifteen (ii15) is attributable to days of the carryback actual receipt of a loss arising after the Closing Date, refund or (iii) was reflected as an asset on credit or the Closing Balance Sheetapplication of such refund or credit against amounts otherwise payable.

Refunds and Credits. Any Parent shall, without duplication, be entitled to any refunds and or credits of or against Taxes of any of the Target Company or the Transferred Subsidiaries or otherwise relating Subsidiary for any Pre-Closing Period (determined in the case of any Straddle Period in accordance with Section 8.8), to the Assets or the Business realized after the Closing Date with respect to extent such Taxes (i) any taxable period ending on were paid by (A) Parent or before (B) the Closing Date shall be for Target Company or the account of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such creditTransferred Subsidiary, (ii) any taxable period beginning after were included in the Final Closing Date shall be for Statement and resulted in a reduction to the account of Holdings, and if received or utilized by ParentCash Consideration pursuant to Section 2.3, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between were indemnified by Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereofSection 9.2(c); provided, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited)however, and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, that Parent shall not be entitled to the benefit of any such refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of an item of deduction or loss incurred in, or properly allocable to pursuant to Section 8.8, a loss arising period (or portion thereof) beginning after the Closing DateDate to a Pre-Closing Period or was included in the Final Closing Statement and resulted in an increase to the Cash Consideration pursuant to Section 2.3. Purchaser shall, or shall cause the Target Company to, pay to Parent the amount of such refund or credit in readily available funds within 15 Business Days of the actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable, in each case net of any reasonable, documented out-of-pocket costs (iiiincluding Taxes) was reflected as an asset of Purchaser (or the Target Company or the Transferred Subsidiary after the Closing) incurred in receiving such refund or credit. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Government Authority, Parent agrees to promptly repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Government Authority, to Purchaser which shall not be subject to any limitations on the Closing Balance Sheetindemnification set forth in Article IX.

Refunds and Credits. Any refunds and credits refund or credit of Taxes of the Group Companies that were borne by Seller (whether by virtue of having (i) been paid by any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or Group Companies before the Closing Date 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 a current liability in Net Working Capital), shall be for the account of Parent, and if received or utilized by Holdings or Seller; provided that any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date credit shall be for the account of HoldingsBuyer or the Group Companies to the extent that such refunds or credits (x) decreased the amount of any current liability included in Net Working Capital, and if received (y) are attributable to the carryback from a Post-Closing Tax Period of items of loss, deductions or utilized by Parent, other Tax items of Buyer or any of its AffiliatesAffiliates (including, shall after the Closing, the Group Companies) or (z) are required to be paid by Parent any Group Company to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated other Person pursuant to Sections 12.2.3 and 12.4.3 hereof, and an agreement described in Section 3.6(a)(x) of the Disclosure Letter. All refunds or credits of Taxes of the Group Companies (iv) any Election (and any comparable elections under state or local tax lawsother than those for the account of Seller pursuant to the previous sentence) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, Buyer. If any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be Party is entitled to the benefit of any refund or credit to 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 extent Party receiving such refund or credit (ishall pay such refund or the amount of such credit to the other Party; provided, however, that any such amounts paid under this Section 6.2(f) arises from a step-up in shall be net of any Tax cost or benefit to the Tax basis of Assets as a result of the Elections, (ii) is payor Party attributable to the carryback receipt of a loss arising after such refund or the Closing Date, or (iiipayment of such amounts to the payee party. The Parties shall treat any payment under this Section 6.2(f) was reflected as an asset on 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 any outstanding Unrecovered Pre-Closing Balance SheetTax Losses. Nothing in this Section 6.2(f) shall limit or impair the rights of any Buyer Indemnified Party under Section 9.1.

Refunds and Credits. Any refunds and credits of Taxes If any Lender or Agent determines, in its sole discretion, that it has received a refund (whether in cash or as a credit against other taxes) in respect of any of Taxes as to which indemnification or additional amounts have been paid to it by the Transferred Subsidiaries or otherwise relating Loan Parties pursuant to the Assets this Section 3.12, it shall promptly remit such refund (or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date shall be for the account amount of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 3.12 with respect to the Taxes being refunded giving rise to such refund (or credited)credit) plus any interest included in such refund (or credit) by the relevant taxing authority attributable thereto) to the Loan Parties, and if received or utilized by Holdings, any net of its Affiliates or either all out-of-pocket expenses of the Transferred Subsidiaries shall Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to Parent within five such refund (5) business days after Holdingsor credit)); provided that the Loan Parties, any of its Affiliates or either upon the request of the Transferred Subsidiaries receives Lender or Agent, as the case may be, agree promptly to return such amount to such party (plus any interest imposed by the relevant taxing authority) in the event such party is required to repay such refund (or utilizes credit) to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a 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 information therein that such Lender or Agent deems confidential). Notwithstanding the foregoing, Parent shall not be entitled anything to the benefit contrary, in no event shall any Lender or Agent be required to pay to the Borrower any amount the payment of which would leave such Lender or Agent in a less favorable net after-tax position than it would have been 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 credit to the extent such refund make available its tax returns or credit (i) arises 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 a step-up in the Tax basis of Assets as a result of the Electionsany other refunds, (ii) is attributable credits, relief, remissions or repayments to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance Sheetwhich it may be entitled.

Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date Except with respect to (i) any taxable Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period ending on (or before portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of ParentSellers. Any other refund (or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, and if received deduction or utilized by Holdings credit arising in a period (or any of its Affiliates, shall be paid to Parent within five (5portion thereof) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Initial Closing Date Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of HoldingsPurchaser. Purchaser shall, if LivaNova reasonably so requests, and if at XxxxXxxx’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by XxxxXxxx the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by ParentPurchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any of its Affiliates, shall be paid by Parent affiliate thereof is required to Holdings within five (5) business days after Parent, or repay any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to any Governmental Entity due to the extent successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (ior such Transferred Subsidiary, as applicable) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable an amount equal to the carryback of a loss arising after the Closing Date, such refund or (iii) was reflected as an asset on the Closing Balance Sheetcredit immediately upon written request therefor.