Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any taxable period ending on or before the Closing Date shall be for the account of Seller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Straddle Period shall be equitably apportioned between Seller and Purchaser. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 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 or 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 Purchase Price, 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 Purchase Price for United Stated Federal income Tax purposes. 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 7.9.

Refunds and Credits. Any (i) If Purchaser receives a refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any taxable period ending on or before the Closing Date shall be for the account of Seller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of Purchaser to the extent that such refunds or credits are attributable (determined on Taxes arising in a marginal basis) to the carryback from a PostPre-Closing Tax Period (or Period, Purchaser shall pay within 30 days following the portion receipt of a Straddle Period that begins on such Tax refund, the date after the Closing Date) amount of items such Tax refund to Seller, net of loss, deductions or other any Tax items costs of the Acquired Subsidiaries receipt of such refund. (or any of their respective Affiliates, including Purchaser). Any ii) If Seller receives a Tax refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for Taxes arising in any Post-Closing Tax Period shall be for period, within 30 days following the account receipt of such Tax refund, Seller will pay the amount of such Tax refund to Purchaser. , net of any Tax costs of the receipt of such refund. (iii) Any refund or credit refunds of Taxes with respect to of the Assets (including the Acquired Subsidiaries) Companies for any Straddle Period shall be equitably apportioned between Seller and Purchaser. Each party shall, or Purchaser in accordance with Section 5.2(a)(iv). (iv) Purchaser shall cause its Affiliates toeach Company to elect, where permitted by applicable Law, to carry forward to any other party entitled under this Section 7.5 to any refund Tax loss or credit arising in a Post-Closing Tax Period that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company was included in a consolidated, combined or unitary return with Seller or its Affiliates. (v) To the extent that any Tax loss or credit arising in a Post-Closing Tax Period is required to be carried back under local tax law to a Pre-Closing Tax Period, and such carryback results in a tax refund of Taxes any arising in the Pre-Closing Tax Period, 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 for the benefit of Purchaser, net of any Tax cost costs to Seller or benefit to the payor party attributable to the receipt its Affiliates 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 Purchase Price, 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 Purchase Price for United Stated Federal income Tax purposes. 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 7.9refund.

Refunds and Credits. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any taxable period ending on or before the Closing Date shall be for the account of Seller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of Purchaser Except to the extent that such any Tax refund or credit for overpayment of Taxes is attributable to the carryback of a Tax attribute generated in a taxable period beginning after the Closing Date any 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit for overpayment of Taxes with respect to of an Acquired Company from the Assets (including the Acquired Subsidiaries) applicable Tax authority for any PostPre-Closing Tax Period shall be for the account of Purchaser. Any the Company Stockholders to the extent such refund or credit of Tax was not taken into account for purposes of calculating the Total Merger Consideration, and shall be paid net after all costs and Taxes incurred in connection with respect the receipt thereof by Parent (for further distribution to the Assets Company Stockholders) within twenty (including the 20) days after Parent, an Acquired Subsidiaries) for Company or any Straddle Period shall be equitably apportioned between Seller and Purchaser. Each party shall, or shall cause its of their Affiliates to, forward to any other party entitled under this Section 7.5 to any receives such 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 relevant Tax Return or amended Tax Return is filed in which a credit for overpayment is allowed applied to reduce Parent’s, an Acquired Company’s or applied against other Tax liability; providedany of their respective Affiliates’ liability for Taxes, however, that any such amounts shall be net of all Taxes payable by Parent or any Tax cost or benefit to Affiliate (including, after the payor party Closing, an Acquired Company) attributable to the receipt of such refund and/or or credit and net of any reasonable out-of-pocket costs and expenses incurred by Parent or any Affiliate (including, after the payment Closing, an Acquired Company) in obtaining such refund or credit. In the event that Parent or any Affiliate (including, after the Closing, an Acquired Company) is required to repay all or any portion of such amounts refund or credit (including any interest received thereon) to the payee party. The parties shall treat any payments under this section as an adjustment to the Purchase Price, 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 Purchase Price for United Stated Federal income relevant Tax purposes. Notwithstanding the foregoingauthority, the control of Company Stockholders shall repay to Parent or such Affiliate the prosecution of a claim for refund of Taxes amount paid over pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed this Section 5.2(f) (plus any penalties, interest or other charges imposed by the provisions of Section 7.9relevant Tax authority).

Refunds and Credits. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiariesa) for any taxable period ending on or before After the Closing Date shall be for the account of Seller. Notwithstanding the foregoingDate, however, any such refund or credit shall be for the account of Purchaser except to the extent that such refunds (A) included as an asset in Closing Net Working Capital as finally determined hereunder, or credits are (B) attributable (determined on a marginal basis) to the carryback of any loss or Tax credit from a Post-Closing Tax Period to a Pre-Closing Tax Period, Seller shall be entitled to all Tax refunds (and Overpayment Credits) received by the Purchaser 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) Company for any PostPre-Closing Tax Period shall be for the account (or portion of Purchaser. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Straddle Period shall be equitably apportioned between ending on the Closing Date determined using the same methodology as provided for in Section 12.1(c)) to the extent attributable to (A) Taxes paid by or on behalf of the Company on or prior to the Closing Date, (B) 62 (b) Purchaser will pay over to the Seller and Purchaser. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 7.5 to any refund or credit of Taxes any such Tax refund promptly (but in all cases within 10 days ten (10) days) after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within ten (10) days) upon filing the applicable Tax Return where such Overpayment Credit is received or reimburse such other party for used to reduce Taxes otherwise payable); provided that, 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 benefit payments to the payor party Seller be reduced by any Taxes (including withholding Taxes) and costs and expenses attributable to the receipt or delivery of such Tax refund and/or (or application of Overpayment Credits). (c) The Seller shall promptly reimburse the payment Purchaser the amount of any Tax refund and Overpayment Credit paid (plus any interest and penalty assessed in connection with such amounts refund or overpayment) to the payee party. The parties shall treat any payments under this section as an adjustment to the Purchase Price, 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 Purchase Price for United Stated Federal income Tax purposes. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid Seller pursuant to this Section 12.2 if such Tax refund or Overpayment Credit is later denied or reduced by a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 7.9Governmental Authority.

Refunds and Credits. (a) Any refund or credit of Taxes with respect amended Tax Return relating to the Assets (including the Acquired Subsidiaries) for any taxable period ending on or before the Closing Date shall be for the account of Seller. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of Purchaser to the extent that such refunds or credits are attributable (determined on a marginal basis) to the carryback from a PostPre-Closing Tax Period and any refund claims relating to a Pre-Closing Tax Period shall be prepared by the Seller Representative and Buyer will cause the Company to file any such amended Tax Returns or refund claims to the extent reasonably requested by the Seller Representative, and any costs associated therewith shall be borne by Sellers. (b) Any refunds or the portion credits of a Straddle Period that begins on the date after the Closing Date) of items of loss, deductions or other Tax items Taxes of the Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) Company for any PostPre-Closing Tax Period shall be for the account benefit of Purchaser. Any Sellers except (i) to the extent any such refund or credit is treated as an asset in the calculation of Closing Working Capital, or (ii) to the extent such Tax refund is a refund of Taxes with respect which were paid by Buyer rather than by the Sellers or the Company on or prior to the Assets Closing Date or by the Sellers after the Closing Date. For the avoidance of doubt, for purposes of clause (including ii) of this Section 7.11(b), any Taxes treated as a liability in the Acquired Subsidiaries) for any Straddle Period calculation of Closing Working Capital shall be equitably apportioned between Seller and Purchasertreated as paid by the Sellers or the Company on or prior to the Closing Date. Each party shallTo the extent any such Tax refund is subsequently disallowed or required to be returned to the applicable tax authority, the Sellers agree to promptly repay the amount of such Tax refund, together with any applicable interest, penalties or other additional amounts imposed by such tax authority, to Buyer. (c) Buyer shall promptly pay over (or cause the Company to pay over) to Sellers all refunds or credits of Taxes received by Buyer or its Affiliates to, forward affiliates to any other party which Sellers are entitled under this Section 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 7.11 (including interest with respect thereto but net of any Tax cost Taxes and reasonable costs incurred to obtain such refunds or 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 credits), and Sellers shall treat any payments under this section as an adjustment to the Purchase Price, unless a final determination (which shall include the execution of a Form 870AD promptly pay or successor form) with respect to Purchaser or any of its Affiliates causes any such payment not cause to be treated as an adjustment paid over to Buyer (or the Purchase Price for United Stated Federal income Tax purposes. Notwithstanding Company) all refunds to which Buyer (or 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 7.9.Company) is entitled under this

Refunds and Credits. Any (i) If Purchaser receives a refund or credit of Taxes with respect to Taxes arising in the Assets (including a Pre-Closing Tax Period, Purchaser shall pay within the Acquired Subsidiaries) for 30 days following the receipt of such Tax refund, net of any taxable period ending on or before Tax costs of the Closing Date shall be for receipt of such refund, the account amount of Seller. Notwithstanding the foregoingsuch Tax refund to Sellers, however, any such refund or credit shall be for the account of Purchaser except 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes is reflected as an asset on Final Working Capital. (ii) If a Seller receives a Tax refund with respect to the Assets (including the Acquired Subsidiaries) for Taxes arising in any Post-Closing Tax Period shall be for period, within 30 days following the account receipt of such Tax refund, such Seller will pay the amount of such Tax refund to Purchaser. , net of any Tax costs of the receipt of such refund. (iii) Any refund refunds or credit credits of Taxes with respect to of the Assets (including the Acquired Subsidiaries) Companies for any Straddle Period shall be equitably apportioned between Seller Sellers and PurchaserPurchaser in accordance with Section 9.5(a)(iii). Each party Purchaser shall, at Sellers’ reasonable request and at Sellers’ expense, file for and obtain any refunds or shall credits, or cause its Affiliates tothe Companies to file for and obtain any refunds or credits, forward to any other party which Sellers are entitled under this Section 7.5 9.5(e). Purchaser shall permit Sellers to control the prosecution of any such refund claim insofar as they relate to a Pre-Closing Tax Period. (iv) Purchaser shall cause each Company to elect, where permitted by applicable Law, to carry forward any Tax asset loss or credit arising in a Post-Closing Tax Period that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company was included in a consolidated, combined or unitary return with Sellers or their Affiliates other than the Companies. (v) To the extent that any Tax loss or credit of a Company arising in a Post-Closing Tax Period is required to be carried back under local tax law to a Pre-Closing Tax Period that was reflected in a consolidated, combined or unitary Tax Return that included a Company and Seller or their Affiliates (other than the Companies) , and such carryback results in a tax refund of Taxes any arising in the Pre-Closing Tax Period such refund within 10 days after shall be for the benefit of Purchaser, provided, however that (a) such refund shall be for the benefit of Sellers to the extent of amounts previously paid by Sellers on account of Taxes pursuant to this Section 9.5 (net of amounts received by Sellers on account of Taxes pursuant to this Section 9.5) and (b) to the extent any such refund is received by Purchaser or reimburse its Affiliates, including any Company, such other party for any such credit within 10 days after refund shall reduce the credit is allowed or applied against other Tax liability; provided, however, that any such amounts shall be net amount of any indemnity payment to be made by Sellers on account of Taxes pursuant to this Section 9.5. (vi) Any tax loss or credit arising in a Pre-Closing Tax cost or benefit Period will be available to the payor party attributable Seller to reduce any tax liability in 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 Purchase Price, 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 Purchase Price for United Stated Federal income Pre-Closing Tax purposes. 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 Period as a result of an a tax audit shall be governed by or any other adjustment to the provisions of Section 7.9tax liability in the Pre-Closing Tax Period.

Refunds and Credits. Any (i) If Purchaser receives a refund or credit of Taxes with respect to Taxes arising in the Assets (including a Pre-Closing Tax Period, Purchaser shall pay within the Acquired Subsidiaries) for 30 days following the receipt of such Tax refund, net of any taxable period ending on or before Tax costs of the Closing Date shall be for receipt of such refund, the account amount of Seller. Notwithstanding the foregoingsuch Tax refund to Sellers, however, any such refund or credit shall be for the account of Purchaser except 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes is reflected as an asset on Final Working Capital. (ii) If a Seller receives a Tax refund with respect to the Assets (including the Acquired Subsidiaries) for Taxes arising in any Post-Closing Tax Period shall be for period, within 30 days following the account receipt of such Tax refund, such Seller will pay the amount of such Tax refund to Purchaser. , net of any Tax costs of the receipt of such refund. (iii) Any refund refunds or credit credits of Taxes with respect to of the Assets (including the Acquired Subsidiaries) Companies for any Straddle Period shall be equitably apportioned between Seller Sellers and PurchaserPurchaser in accordance with Section 9.5(a)(iii). Each party Purchaser shall, at Sellers' reasonable request and at Sellers' expense, file for and obtain any refunds or shall credits, or cause its Affiliates tothe Companies to file for and obtain any refunds or credits, forward to any other party which Sellers are entitled under this Section 7.5 9.5(e). Purchaser shall permit Sellers to control the prosecution of any such refund claim insofar as they relate to a Pre-Closing Tax Period. (iv) Purchaser shall cause each Company to elect, where permitted by applicable Law, to carry forward any Tax asset loss or credit arising in a Post-Closing Tax Period that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company was included in a consolidated, combined or unitary return with Sellers or their Affiliates other than the Companies. (v) To the extent that any Tax loss or credit of a Company arising in a Post-Closing Tax Period is required to be carried back under local tax law to a Pre-Closing Tax Period that was reflected in a consolidated, combined or unitary Tax Return that included a Company and Seller or their Affiliates (other than the Companies) , and such carryback results in a tax refund of Taxes any arising in the Pre-Closing Tax Period such refund within 10 days after shall be for the benefit of Purchaser, provided, however that (a) such refund shall be for the benefit of Sellers to the extent of amounts previously paid by Sellers on account of Taxes pursuant to this Section 9.5 (net of amounts received by Sellers on account of Taxes pursuant to this Section 9.5) and (b) to the extent any such refund is received by Purchaser or reimburse its Affiliates, including any Company, such other party for any such credit within 10 days after refund shall reduce the credit is allowed or applied against other Tax liability; provided, however, that any such amounts shall be net amount of any indemnity payment to be made by Sellers on account of Taxes pursuant to this Section 9.5. (vi) Any tax loss or credit arising in a Pre-Closing Tax cost or benefit Period will be available to the payor party attributable Seller to reduce any tax liability in 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 Purchase Price, 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 Purchase Price for United Stated Federal income Pre-Closing Tax purposes. 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 Period as a result of an a tax audit shall be governed by or any other adjustment to the provisions of Section 7.9tax liability in the Pre-Closing Tax Period.

Refunds and Credits. Any refund or credit refunds and credits of Taxes of the ------------------- Acquired Subsidiaries or similar benefit (including any interest or similar benefit) received from or credited thereon by the applicable Taxing Authority (a "Tax Benefit") with respect to (i) any Pre-Closing Tax Period or (ii) Taxes for which CMH has indemnified the Assets (including PGG Parties and the Acquired Subsidiaries) for any taxable period ending on or before the Closing Date Subsidiaries under this Agreement, shall be for the account of Seller. Notwithstanding CMH, and if received or used by the foregoingPGG Parties or an Acquired Subsidiary, however, any shall be paid to CMH within ten Business Days after the PGG Parties or an Acquired Subsidiary receives such refund or credit uses such credit. The PGG Parties shall be cause the Acquired Subsidiaries to timely file for any Tax Benefit pursuant to this Section 11.5. Except as provided in the account of Purchaser to the extent that such next sentence, any 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Straddle Period shall be equitably apportioned between Seller CMH, on the one hand, and Purchaserthe Acquired Subsidiaries, on the other hand, on the basis of an interim closing of the books. Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 7.5 to any In the case of a refund or credit attributable to any Taxes that are imposed on a periodic basis and are attributable to a Straddle Period, other than Taxes based upon or related to gross or net income or receipts, the allocation of such 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 to CMH shall be net of any Tax cost or benefit deemed to be the payor party attributable to the receipt amount of such refund and/or Taxes for that Straddle Period multiplied by a fraction the payment numerator of such amounts to which is the payee party. The parties shall treat any payments under this section as an adjustment to number of days in the Purchase Price, 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 Purchase Price for United Stated Federal income Tax purposes. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to Straddle Period ending on the Closing Date as a result and the denominator of an audit shall be governed by which is the provisions number of Section 7.9days in the Straddle Period.

Refunds and Credits. (i) Any refund refunds or credit credits of Taxes with respect to of the Assets (including Companies or the Acquired SubsidiariesSubsidiaries for any Pre-Closing Tax Period or that are Excluded Taxes shall be for the account of Sellers, other than in each case the Taxes specified on Schedule 10.6(a)(i) paid by any Company or Subsidiary after the Closing Date. Any refunds or credits of the Companies or the Subsidiaries for any taxable period ending on or before beginning after the Closing Date shall be for the account of SellerPurchaser. Notwithstanding the foregoing, however, any such refund or credit shall be for the account of Purchaser to the extent that such Any refunds or credits are attributable (determined on a marginal basis) to of Taxes of the carryback from a Post-Closing Tax Period (Companies 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 Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Straddle Period shall be equitably apportioned between Seller Sellers and Purchaser. Each party To the extent provided in Section 10.6(c)(iii), Purchaser shall, if Sellers so request and at Sellers’ expense, file for and obtain any refunds or shall credits, or cause its Affiliates tothe Companies or the Subsidiaries to file for and obtain any refunds or credits, forward to any other party which Sellers are entitled under this Section 7.5 10.6(e). Purchaser shall permit Sellers to any refund or credit control the prosecution 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; providedclaim. (ii) Purchaser shall cause each Company and Subsidiary to elect, howeverwhere permitted by applicable Law, that any such amounts shall be net of to carry forward any Tax cost or 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 Purchase Price, unless asset arising in 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 Purchase Price for United Stated Federal income Tax purposes. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to taxable period beginning after the Closing Date as that would, absent such election, be carried back to a result of an audit shall be governed by Pre-Closing Tax Period in which the provisions of Section 7.9Company or Subsidiary was included in a consolidated, combined or unitary return with Sellers or their Affiliates.

Refunds and Credits. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiariesa) for 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 Seller. Notwithstanding the foregoingwhich Parent is responsible under Section 7.02, however, except that Parent shall not be entitled to any such refund or credit shall be for the account of Purchaser to the extent that (i) the Tax items underlying such refunds or credits are attributable (determined on a marginal basis) to the carryback from were generated in a Post-Closing Tax 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 portion calculation of a Straddle Period 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 begins on the date after the Closing Date) of items of loss, deductions or other are attributable to Tax items of the Acquired Subsidiaries (or any of their respective Affiliates, including Purchaser). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) for any that were generated in a Post-Closing Tax Taxable Period shall and are required by applicable Law to be carried back to the Pre-Closing Taxable Period will be for the account benefit of Purchaserthe Acquiror. Any refund refunds or credit credits of or against Taxes with respect to the Assets (including the Acquired Subsidiaries) for any Straddle Period shall be equitably apportioned between Seller Parent and Purchaserthe Acquiror in accordance with the principles set forth in this Section 7.06 and Section 7.02(c). Each party shallshall pay, or shall cause its Affiliates toto pay, forward to any other the party entitled under this Section 7.5 to any a refund or credit of Taxes any under this Section 7.06(a), the amount of such refund within 10 days after such refund is received or reimburse such other party for credit (including 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 interest paid thereon and net of any Tax cost or benefit Taxes to the payor party attributable to receiving such refund or credit in respect of the receipt or accrual of such refund and/or or credit) in readily available funds within fifteen (15) days of the payment actual receipt of the refund or credit or the application of such refund or credit against amounts otherwise payable. (b) The Acquiror shall cause the Company Group Entities to the payee party. The parties shall treat carry forward or carry back, where permitted by applicable Law, any payments under this section as an adjustment to the Purchase Priceitem of loss, unless a final determination (deduction or credit which shall include the execution of a Form 870AD or successor form) with respect to Purchaser or arises in any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United Stated Federal income Tax purposes. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to taxable period ending after the Closing Date as (a result “Subsequent Loss”) solely to a taxable period beginning after the Closing Date, if a carry back of an audit shall be governed by such Subsequent Loss into any taxable period beginning before the provisions of Closing Date could relate to or affect any Tax for which Parent is responsible pursuant to Section 7.97.02 or otherwise.

Refunds and Credits. Purchaser, Seller and the Company agree that: (i) Any refund or credit of Taxes with respect to (including, for the Assets (including the Acquired Subsidiariesavoidance of doubt, overpayments of estimated Taxes) of any Group Company for any taxable period ending on or before Pre-Closing Tax Period received after the Closing Date shall be for the account of Seller. Notwithstanding , except to the foregoing, however, extent any such refund or credit shall be for the account of Purchaser to the extent that such refunds or credits are attributable (determined on a marginal basisA) to results from the carryback from of any net operating loss or other Tax attribute arising in a Post-Closing Tax Period (other than any such net operating loss or other Tax attribute that is attributable to a Transaction Deduction), (B) was taken into account in (or is attributable to a Tax asset that was included in) the portion calculation of Working Capital, (C) is attributable to a Straddle Period change in applicable Law or change in any practice of any Taxing Authority, in each case that begins on the date is announced after the Closing DateDate or (D) reduced Seller’s indemnification obligation pursuant to clause (4) of items of loss, deductions or other Tax items of the Acquired Subsidiaries (or any of their respective Affiliates, including Purchaserproviso to Section 6.03(a). Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) of any Group Company for any Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes with respect to the Assets (including the Acquired Subsidiaries) of any Group Company for any Straddle Period shall be equitably apportioned between Seller and Purchaser. Purchaser in a manner consistent with the principles in Section 6.03(c). (ii) Purchaser shall, if Seller reasonably so requests, use commercially reasonable efforts to cause the applicable Group Company to file for and obtain any refunds or credits of Taxes to which Seller is entitled under this Section 5.04(c). (iii) Each party shall, or shall cause its Affiliates to, forward to any other party entitled under this Section 7.5 5.04(c) to any refund or credit of Taxes any such refund within 10 calendar days after such refund is received or reimburse such other party for any such credit within 10 calendar days after the credit is allowed or applied against other Tax liability; providedliability (in each case, however, that any such amounts shall be net of Taxes thereon, if any, and any Tax cost costs or benefit expenses reasonably incurred in obtaining the same). To the extent a refund or credit against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, the payor party attributable to that received such payment shall reimburse the receipt other party for the amount of such disallowed or reduced 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 Purchase Price, unless a final determination or credit against Taxes. (which shall include the execution of a Form 870AD or successor formiv) with respect to Purchaser or any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United Stated Federal income Tax purposes. 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 7.96.08.