Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. 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 for the account of the Optionors. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee to the extent that such refunds or credits are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (or any of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary for any Straddle Period shall be equitably apportioned between the Optionors and the Optionee. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 8.5 to any refund or credit of Taxes any such refund within 10 days after such refund is 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 Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.7.

Refunds and Credits. Any refund or credit of Taxes of with respect to the Company or any Company Subsidiary Assets (including the Acquired Subsidiaries) for any taxable period ending on or before the Closing Date shall be for the account of the OptionorsSeller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee Purchaser to the extent that such refunds or credits are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary Acquired Subsidiaries (or any of their respective Affiliates, including the OptioneePurchaser). Any refund or credit of Taxes of with respect to the Company or any Company Subsidiary Assets (including the Acquired Subsidiaries) for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee)Purchaser. Any refund or credit of Taxes of with respect to the Company or any Company Subsidiary Assets (including the Acquired Subsidiaries) for any Straddle Period shall be equitably apportioned between the Optionors Seller and the OptioneePurchaser. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 8.5 7.5 to any refund or credit of Taxes any such refund within 10 days after such refund is 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 cost or Tax Benefit 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 Purchase Price, unless, and then only unless a final determination (which shall include the execution of a Form 870AD or successor form) with respect to Purchaser or any of its Affiliates causes any such payment not to be treated as an adjustment to the extentPurchase Price for United Stated Federal income Tax purposes. Notwithstanding the foregoing, otherwise required by a Final Determination. The the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.77.9.

Refunds and Credits. Any refund or credit of Taxes of with respect to the Purchased Assets or the Company or any Company Subsidiary Subsidiary, in each case, for any taxable period ending on or before the Pre-Closing Date Tax Period shall be for the account of the OptionorsSeller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee Purchaser to the extent that such refunds refund or credits are credit was reflected on the Statement of Company Net Book Value or is attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (or any of their respective Affiliates, including the OptioneePurchaser). Any refund or credit of Taxes of with respect to the Purchased Assets or the Company or any Company Subsidiary Subsidiary, in each case, for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee)Purchaser. Any refund or credit of Taxes of with respect to the Purchased Assets or the Company or any Company Subsidiary Subsidiary, in each case, for any Straddle Period shall be equitably apportioned between Seller and Purchaser in the Optionors and same proportion as the Optioneeapplicable Taxes with respect to such Straddle Period were paid. Each If a party receives a refund of Taxes or realizes a benefit from the utilization of a Tax credit that such party was not entitled to under this Section 8.4, such party shall, or shall cause its Affiliates to, forward to any the other party entitled under this Section 8.5 8.4 to any refund or credit of Taxes (i) any such refund within 10 ten (10) days after such refund is received or (ii) reimburse such the other party for any such credit within 10 ten (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 made pursuant to this section Section 8.4 as an adjustment to the Exercise Purchase Price, unless, and then only to the extent, unless otherwise required by a Final DeterminationDetermination with respect to Purchaser or any of its Affiliates. The Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.78.6.

Refunds and Credits. Any Purchaser and Seller agree that any refund or credit of Taxes of the Company or any Company Subsidiary (x) for any taxable period ending on Pre-Closing Tax Period (other than any such refund or before credit that results from the carryback of losses, credits or similar items of a Company from a Post-Closing Date Tax Period) shall be for the account of the Optionors. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee to the extent that such refunds or credits are attributable Seller and (determined on a marginal basisy) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (or any of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary 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 Optionee; provided, howeverCompanies to file for and obtain, any such refund or credit shall be for the account of the Optionors to the extent that such refunds or credits are attributable to which Seller is entitled under this Section 5.07(c). Except as provided in the immediately preceding sentence, (determined on a marginal basisA) Purchaser shall not file for and obtain, or cause the Companies to the carryforward from a file for and obtain, any refunds or credits solely with respect to any Pre-Closing Tax Period (other than a Straddle Period) and (B) Purchaser shall not file for and obtain, or cause the portion of Companies to file for and obtain, any refunds or credits with respect to a Straddle Period that ends on without the Closing Date) of items of loss, deductions or other Tax items consent of the Company Seller, not be unreasonably withheld, conditioned or any Company Subsidiary (delayed; provided, that Seller’s consent shall be 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 the relevant Taxing Authority. If a party or any of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary for any Straddle Period shall be equitably apportioned between the Optionors and the Optionee. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 8.5 to receives any refund or credit of Taxes to which the other party is entitled under this Section 5.07(c), such party shall pay to the other party the amount of any such refund within 10 calendar days after such of receipt of the refund is received or reimburse such other party for the amount of any such credit within 10 calendar days after the credit is allowed or applied against other such party’s Tax liability, net of any costs or expenses (including Tax costs) imposed with respect thereto; provided, however, that if any portion of such refund or credit is subsequently disallowed by any Taxing Authority, then amounts previously paid pursuant to this Section 5.07(c) in respect thereof shall be net of any Tax Cost or Tax Benefit promptly reimbursed by the payee party 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 Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.7.

Refunds and Credits. Any refund (i) Except as provided in Section 6.16(e)(ii) and except for Tax refunds in respect of value added or credit of Taxes of the Company or any Company Subsidiary for any taxable period ending ad valorem taxes set forth on or before the Closing Date Working Capital Statement, any refunds of or credits against Taxes that are Excluded Tax Liabilities, including any refunds from any EU Group Relief Refund Claims, shall be for the account of Seller, and if any of Buyer Group or the Optionors. Notwithstanding Acquired Subsidiaries receives or becomes entitled to any Tax refund or any amount credited against Tax that relates to a Pre-Closing Tax Period, it shall (A) in the foregoingcase of a refund, however, pay Seller the amount of any such refund refund, reduced by any net Tax required under Applicable Law to be paid by Buyer, the Acquired Subsidiaries or credit shall be for their Affiliates with respect thereto and net of any Tax effect on Buyer, the account Acquired Subsidiaries or their Affiliates attributable to the reduction in any Tax attribute as a result of the Optionee receipt of such refund, and (B) in the case of a credit, pay to Seller at such time or times as such credit is actually utilized, the extent excess of (I) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer, the Acquired Subsidiaries or their Affiliates in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyer, the Acquired Subsidiaries or their Affiliates. Any Tax refunds or credits are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (or any of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary Acquired Subsidiaries for any Post-Closing Tax Period shall be for the account of the Optionee; provided, however, any such refund or credit shall be for the account of the Optionors to the extent that such Buyer. Any refunds or credits are attributable (determined on a 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 of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary Acquired Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in the Optionors and the Optioneemanner set forth in Section 6.16(a)(iii). Each party Buyer shall, if Seller so requests and at Seller’s expense, file for and obtain any refunds or shall credits, or cause its Affiliates tothe Acquired Subsidiaries to file for and obtain any refunds or credits, forward to any other party which Seller is entitled under this Section 8.5 to 6.16(e) including any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against other Tax liabilityEU Group Relief Refund Claims; provided, however, that any such amounts Buyer shall not be net of any Tax Cost obligated to file for or Tax Benefit obtain, or to cause the payor party attributable Acquired Subsidiaries 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, unlessfile for or obtain, and then only Seller shall not file for or obtain, and shall not cause its Affiliates to file for or obtain, refunds or credits that reasonably could be expected to have an adverse effect on any of Buyer, the extentAcquired Subsidiaries or their Affiliates in any taxable period ending after the Closing Date unless Buyer’s written consent has been obtained, otherwise required by which shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, a Final Determinationreduction in the Tax losses (current or carryover) of ADC (UK) shall not be an adverse effect. The Buyer shall permit Seller to control of the prosecution of a any such refund claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to provided that the Closing Date as a result of an audit shall be governed by Seller has complied with the provisions of Section 8.7two preceding sentences.

Refunds and Credits. Any refund or credit of Taxes of the Company or any Company Subsidiary and the Subsidiaries for any taxable period ending on or before the Pre-Closing Date Tax Period shall be for the account of Parent (other than any refund or credit taken into account as an asset of the OptionorsCompany and the Subsidiaries in the calculation of Closing Date Net Equity); provided, however, that Parent shall be required to indemnify the Purchaser Indemnitees pursuant to Section 10.02 for any Taxes - 50 - subsequently determined to be owing with respect to any such refund or credit. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee Purchaser to the extent that such refunds refund or credits are credit is attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (or any of their respective Affiliates, including the OptioneePurchaser). Any refund or credit of Taxes of the Company or any Company Subsidiary for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee)Purchaser. Any refund or credit of Taxes of the Company or any Company Subsidiary for any Straddle Period shall be equitably apportioned between the Optionors Parent and the OptioneePurchaser. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 8.5 10.04 to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against other another Tax liability; provided, however, that any such amounts shall be net of any Tax Cost cost or Tax Benefit 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 Purchase Price, unless, and then only to the extent, otherwise required by a Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.710.07.

Refunds and Credits. Any refund or credit of Taxes of the Company or any Company Subsidiary Purchased Entities for any taxable period ending on or before the Closing Date shall be for the account of the OptionorsSeller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee Purchaser to the extent that such refunds or credits are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary Purchased Entities (or any of their respective Affiliates, including the OptioneePurchaser). Any refund or credit of Taxes of the Company or any Company Subsidiary Purchased Entities for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee)Purchaser. Any refund or credit of Taxes of the Company or any Company Subsidiary Purchased Entities for any Straddle Period shall be equitably apportioned between the Optionors Seller and the OptioneePurchaser. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 8.5 6.04 to any refund or credit of Taxes any such refund within 10 days after such refund is 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 Purchase Price, unless, and then only to the extent, otherwise required by a Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.76.10.

Refunds and Credits. Any refund or credit of Taxes of the Company or any Company Subsidiary Seller for any taxable period ending on or before the Closing Date shall be for the account of the OptionorsSeller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee Purchaser to the extent that such refunds or credits are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary Purchaser (or any of their respective Affiliates, including the Optioneeits affiliates). Any refund or credit of Taxes of the Company or any Company Subsidiary Purchaser for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee)Purchaser. Any refund or credit of Taxes of the Company or any Company Subsidiary Purchaser for any Straddle Period shall be equitably apportioned between the Optionors Seller and the OptioneePurchaser. Each party shall, or shall cause its Affiliates affiliates to, forward to any other party entitled under this Section 8.5 10.5(d) to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against other Tax tax liability; provided, however, that any such amounts shall be net of any Tax Cost tax cost or Tax Benefit 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 Notwithstanding the Exercise Priceforegoing, unless, and then only to the extent, otherwise required by a Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.710.5(e).

Refunds and Credits. Any refund or credit of Taxes of the Company or any Company Subsidiary for any taxable period ending on a Pre-Closing Tax Period or before the Closing Date Taxes for other Indemnified Tax Liabilities previously paid by Parent and Seller (or their affiliates) shall belong to Parent and Seller and, if received by Purchaser or its affiliates, shall be for the account of the Optionorspromptly paid over to Parent. Notwithstanding the foregoing, howeverSubject to Section 5.08(e), any such refund or credit shall be of Taxes for a Pre-Closing Tax Period with respect to a Tax Return that included solely the account Company and/or any Subsidiary that arises out of a carryback of a loss or credit incurred by the Optionee to the extent that such refunds Company or credits are attributable (determined on a marginal basis) to the carryback from any Subsidiary in a Post-Closing Tax Period shall belong to the Purchaser and, if received by Parent, Seller or their affiliates, shall be promptly paid over to the Purchaser. Any refund or credit of Taxes (or the portion of a Straddle Period that begins on the date after the Closing Dateother than Indemnified Tax Liabilities previously paid by Seller) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (for any taxable period beginning after the Closing Date shall belong to Purchaser and, if received by Parent, Seller or any of their respective Affiliatesaffiliates, including the Optionee)shall be promptly paid to Purchaser. Any refund or credit of Taxes of the Company or any Company Subsidiary for any Post-Closing Tax Period shall be for the account of the 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 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 of their respective Affiliates, including the Optionee). Any refund or credit of Taxes of the Company or any Company Subsidiary for any Straddle Period shall be equitably apportioned between Seller and Purchaser based upon the Optionors method employed in paragraph (b) of this Section 5.08 taking into account the type of the Tax to which the credit or refund relates. Seller and Purchaser, as the Optioneecase may be, shall promptly repay any credit or refund of Taxes to which it is entitled under this Section 5.08(d) that it received from the other party to the extent any such credit or refund is subsequently disallowed by a Taxing Authority and required to be repaid by such other party. Purchaser shall, if Seller so requests and at Seller’s expense, cause the Company or any Subsidiary to file for and obtain any refunds or credits to which Seller is entitled under this Section 5.08(d)). The procedures and control over the prosecution of any such refund claim shall be governed by the principles set forth in Section 9.06(d). Each party shall, or shall cause its Affiliates affiliates to, forward to any other party entitled under this Section 8.5 5.08(d) to any refund or credit of Taxes any such refund within 10 days after such refund is 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 cost or increased for any Tax Benefit benefit to the payor party attributable to the receipt of such refund and/or the payment of such amounts to the payee party, in each case, calculated in the manner described in Section 9.04. The For Tax purposes the parties shall treat any payments under this section the preceding sentence as an adjustment to the Exercise Priceconsideration paid hereunder for the Shares or the relevant Foreign Shares, unlessas the case may be, and then only to the extent, unless otherwise required by a Final Determination. The control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.7Applicable Law.

Refunds and Credits. Any refund or credit of Taxes (i) Parent shall be entitled to all Refunds received by any member of the Company or any Company Subsidiary for any taxable period ending on or before the Closing Date shall be for the account of the Optionors. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of the Optionee to the extent that such refunds or credits are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period (or the portion of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items of the Company or any Company Subsidiary (MYnd California Group or any of their respective Affiliates, including the Optionee). Any refund or credit Affiliates of Taxes paid by any member of the Company Parent Group to a Taxing Authority or any Company Subsidiary to MYnd California pursuant to this Agreement or otherwise borne by Parent pursuant to a claim for any Post-Closing Tax Period indemnity under this Agreement, and MYnd California shall be for the account entitled to all Refunds received by any member of the 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 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 (Parent Group or any of their respective Affiliates, including the Optionee). Any refund or credit Affiliates of Taxes paid by any member of the Company MYnd California Group to a Taxing Authority or any Company Subsidiary to Parent pursuant to this Agreement or otherwise borne by MYnd California pursuant to a claim for any Straddle Period shall be equitably apportioned between the Optionors and the Optionee. Each party shall, or shall cause its Affiliates to, forward to any other party entitled indemnity under this Section 8.5 to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against other Tax liabilityAgreement; provided, however, that any such amounts 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 is allocable to a Straddle Period with respect to which the Parties have shared responsibility pursuant to Section 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 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 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 Tax Cost Taxes imposed with respect to such refund and any other reasonable out-of-pocket costs incurred by such Party) within ten (10) days after the receipt of the Refund. Notwithstanding the foregoing, neither Party shall be entitled to any payment or Tax Benefit other benefit from the other Party pursuant to the payor party this Section 8.11(a)(i) related to any Refund that is attributable to the receipt of such refund and/or the payment of such amounts carrying back 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 Final Determination. The control of the prosecution Pre-Closing Period of a claim for refund of Taxes paid pursuant to net operating loss or tax credit that arose in a deficiency assessed subsequent to the Post-Closing Date as a result of an audit shall be governed by the provisions of Section 8.7Period.