Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. Any refund or credit of Taxes of the Company or any Subsidiary for the Pre-Closing Tax Period shall be for the account of Seller, provided, however, that no 42 refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset on the Most Recent Balance Sheet. Any refund or credit of Taxes of the Company or any Subsidiary for the Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheet. Purchaser shall, if Seller so requests and at the expense of Seller, cause the Company and the Subsidiaries to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.2(f); provided that (i) Purchaser shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within 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 (including any applicable withholding tax) or benefit (including any allowable relief connected to the relevant amount) to the payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee party.

Refunds and Credits. Any refund refunds or credit credits of Taxes of the Company Transferred Entities or relating to the Purchased Assets for any Subsidiary for the Pre-Closing Tax Period shall be for the account of Seller, provided, however, that no 42 Seller (except for any refund or credit resulting from a carryback that is permitted pursuant to Section 5.3(b)(ii)), provided that Buyer shall be entitled to retain any such refunds that would otherwise be for the account of Seller to the extent that of the Tax cost to Buyer and its Affiliates (including the Transferred Entities) of receiving such refund or credit is taken into account as an asset on the Most Recent Balance Sheetrefunds. Any refund refunds or credit of Taxes credits of the Company Transferred Entities or relating to the Purchased Assets for any Subsidiary for the Post-Closing Tax Period Period, and any refund or credit resulting from a carryback that is permitted pursuant to Section 5.3(b)(ii), shall be for the account of Purchaserthe Buyer. Any refund refunds or credit credits of Taxes of the Company Transferred Entities or relating to the Purchased Assets for any Subsidiary for the Straddle Period shall be equitably apportioned between Seller and Buyer pursuant to Section 9.2(c) of this Agreement. Any non-U.S. Tax that is deemed paid in accordance with a taxable period pursuant to Section 902 of the principles set forth Code (or similar provision of state, local, or non-U.S. law) or that is credited in a taxable period pursuant to Section 901 of the definition Code (or similar provision of "Straddle Period"; providedstate, however, that no refund local or credit non-U.S. law) shall be considered to be for such taxable period, regardless of when the account of Seller to the extent that such refund underlying non-U.S. Tax was actually paid or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheetaccrued. Purchaser Buyer shall, if Seller so reasonably requests and at the expense of Seller's expense, file for and obtain any refunds or credits, or cause the Company and the Subsidiaries Transferred Entities to file for and obtain any refunds or credits credits, to which Seller is entitled under this Section 9.2(f); provided that (i) Purchaser shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date10.3. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to procure that any other party entitled under this Section 9.2(f) to request for any refund or credit for the Pre- Closing Tax Period of Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within ten (10) days after with respect to the credit is allowed or applied against other Tax liability; provided, however, that any such amounts Transferred Entities shall be net prepared in accordance with the past practice for the underlying Tax Return, shall not include any change in any method of accounting and shall not include any Tax cost (including any applicable withholding tax) or benefit (including any allowable relief connected to the relevant amount) to the payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee partyelection that is inconsistent with past practice, in each case except for a Permitted Tax Action.

Refunds and Credits. Any refund or credit of Taxes of the Company Companies for any taxable period ending on or any Subsidiary for before the Pre-Closing Tax Period Date shall be for the account of Seller, provided, however, provided that no 42 (i) any amount paid to the Seller with respect to such refund shall be net of any Taxes incurred in respect of the receipt or accrual of such refund or credit and net of any other expenses attributable thereto , be for the account of Seller, and (ii) refunds and credits shall not be for the account of Seller to the extent that such refund they are (x) attributable to a loss, credit or credit is taken into account other tax attribute arising in periods beginning after the Closing Date (including the portion of a Straddle Period beginning after the Closing Date), (y) Taxes that are not paid by the Companies or Seller prior to Closing and are not paid by Seller after the Closing or (z) in a similar amount reflected as an asset on the Most Recent Balance SheetFinal Working Capital Statement. Any refund or credit of Taxes of the Company or Companies for any Subsidiary for taxable period beginning after the Post-Closing Tax Period Date shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or Companies for any Subsidiary for taxable period that includes (but does not end on) the Straddle Period Closing Date shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of between Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheetand Purchaser. Purchaser shall, if Seller so requests and at the expense of Seller’s expense, cause the Company and the Subsidiaries Companies to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.2(f); Section, provided that (i) Purchaser shall be reasonably satisfied that if the position set forth in any filing of such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide a claim could have an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase adverse effect on the Tax liability of Purchaser or any of its Affiliates the Companies for a period (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning thereof) after the Closing Date, the Seller shall not be entitled to require such claim to be filed without the written consent of the Purchaser, not to be unreasonably withheld. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim claim, provided that Purchaser shall have the right to participate in any proceedings relating to such claim. Seller shall, if Purchaser so requests and at Purchaser’s expense, file for and obtain any refunds or credits to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of which Purchaser is entitled under this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as . Seller shall designate permit Purchaser to represent control the Company or prosecution of any such Subsidiary with respect to such Claimrefund claim. Each party shall, or shall cause its affiliates Affiliates to, forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes any such refund within ten (10) 10 business days after such refund is received or reimburse such other party for any such credit within ten (10) 10 business days after the credit is allowed or applied utilized against other Tax liability; provided, however, that any such amounts shall be net of any Tax cost (including any applicable withholding tax) or benefit (including any allowable relief connected to the relevant amount) to the payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee partyliabilities.

Refunds and Credits. Any refund refunds or credit credits of Taxes of the Company or any the Subsidiary for any taxable period ending on or before the Pre-Closing Tax Period Date shall be for the account of Seller, provided, however, that no 42 refund . Any refunds or credit credits of Taxes of the Company or the Subsidiary for any taxable period beginning after the Closing Date shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset on the Most Recent Balance SheetBuyer. Any refund refunds or credit credits of Taxes of the Company or any the Subsidiary for the Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of between Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheetand Buyer. Purchaser Buyer shall, if Seller so requests and at the expense of Seller's expense, cause the Company and or the Subsidiaries Subsidiary to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.2(f); provided that (i) Purchaser 12.3. Buyer shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall cause the Company and the Subsidiary to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such the Subsidiary with respect to such Claimrefund claim. Each party shall, or Buyer shall cause its affiliates to, the Company and the Subsidiary to forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes Seller any such refund within ten (10) 10 calendar days after such the refund is received (or reimburse such other party Seller for any such credit within ten (10) 10 calendar days after the credit is allowed or applied against other Tax liability); provided, however, that any such amounts payable to Seller shall be net of any Tax cost (including such Tax cost to be reduced by the amount of any applicable withholding tax) Tax benefit related or benefit (including any allowable relief connected attributable to the relevant amountrefund payment) to Buyer, the payor party Company or the Subsidiary, as the case may be, attributable to the receipt of such refund or credit and/or the payment of such amounts to Seller. Seller and Buyer shall treat any payments under the payee partypreceding sentence that Seller shall receive pursuant to this Section 12.3 as an adjustment to the Purchase Price for United States Federal income tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to Buyer or any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price. 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 11.9.

Refunds and Credits. Any refund refunds or credit credits of Taxes of the Company or any Subsidiary of its Subsidiaries for any Tax period ending on or before the Pre-Closing Tax Period Date shall be for the account of Seller, provided, however, that no 42 refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset on the Most Recent Balance SheetStockholders. Any refund refunds or credit credits of Taxes of the Company or any Subsidiary of its Subsidiaries for any Tax period beginning after the Post-Closing Tax Period Date shall be for the account of Purchaser. Any refund refunds or credit credits of Taxes of the Company or any Subsidiary of its Subsidiaries for the any Straddle Period shall be equitably apportioned in accordance with between the principles set forth in the definition of "Straddle Period"; providedStockholders, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheetone hand, and Purchaser, on the other. Purchaser shall, if Seller the Stockholders so requests request, and at the expense of SellerStockholders' expense, cause the Company and the or any of its Subsidiaries to file for and obtain any refunds or credits to which Seller is the Stockholders are entitled under this Section 9.2(f9.8(e); provided that (i) Purchaser . Each party shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shallforward, and shall cause its Affiliates to forward, to the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under pursuant to this Section 9.2(fSECTION 9.8(E) to any receive the amount or economic benefit of a refund or credit of Taxes any the amount of such refund or credit of Taxes within ten (10) 10 days after such refund is received or reimburse after such other party for any such credit within ten (10) days after the credit is allowed or applied against other Tax liability, as the case may be; providedPROVIDED, howeverHOWEVER, that any such amounts payable pursuant to this SECTION 9.8(E) shall be net of any Tax cost (including any applicable withholding tax) or benefit (including any allowable relief connected to the relevant amount) to the payor party making such payment and its Affiliates attributable to the receipt of such refund or credit credits and/or the payment of such amounts. Purchaser and the Stockholders shall treat any amounts payable pursuant to this SECTION 9.8(E) as an adjustment to the payee partyConsideration for Tax purposes, unless a final determination (which shall include the execution of Form 870-AD or successor form) causes any such payment not to be treated as an adjustment to the Consideration for Tax purposes. In the event any refund or credit of Taxes for which a payment has been made to the Stockholders is subsequently reduced or disallowed, the Stockholders shall indemnify, defend and hold harmless Purchaser and its Affiliates (including the Company and its Subsidiaries) against, and reimburse the Company and its Subsidiaries for, any Tax liability assessed against the Company and its Subsidiaries by reason of the reduction or disallowance.

Refunds and Credits. Any Seller shall be entitled to retain, or receive immediate payment from the Company or Buyer of fifty one percent (51%) of any Tax refund or credit of Taxes of the Company or (together with any Subsidiary for interest thereon received with respect thereto from the applicable Taxing Authority) attributable to any Pre-Closing Tax Period (or other Taxes for which Seller has paid under Article 10), including, without limitation, such refunds or credits with respect to (a) the overpayment of Taxes relating to the "Impuesto Sobre la Renta" for fiscal year 1994, (b) the non-deduction of the "Participacion de los Trabajadores en las Utilidades" from Taxes paid for fiscal year 2004 and (c) the deduction of the fiscal value of the Company's inventory as of December 31, 2004 from the Company's cost of sales, all of which are currently being claimed in good faith by the Company; provided that any refund of Taxes with respect to a Pre-Closing Period arising from a carryback of a loss arising for any taxable period (or portion thereof) beginning after the Closing Date (a "Post-Closing Period") shall be for deemed to be a refund arising in a Post-Closing Period. Buyer and Seller shall cooperate, and Buyer shall cause the account of Company to cooperate with Seller, provided, however, that no 42 in claiming any Tax refund or credit shall be referred to in this Section 11.7, including without limitation by notifying Seller of the existence of any facts that would constitute a reasonable basis for claiming such a Tax refund, providing all relevant information available to Seller or the account of Seller Company with respect to the extent that any such refund or credit is taken into account as an asset on the Most Recent Balance Sheetclaim, and filing and diligently pursuing such claim. Any refund or credit of Taxes of the Company or any Subsidiary for the a Post-Closing Tax Period shall be for the account of Purchaserthe Company. Any refund or credit of Taxes of Buyer and the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheet. Purchaser shall, if Seller so requests and at the expense of Seller, cause the Company and the Subsidiaries to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.2(f); provided that (i) Purchaser shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller or its designated Affiliate to control the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within 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 (including any applicable withholding tax) or benefit (including any allowable relief connected to the relevant amount) to the payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee partyclaim.

Refunds and Credits. Any Except for the amount of any Tax refund or credit (or interest with respect thereto) utilized to reduce the amount of Taxes of included as an accrued liability in determining the Company or Final Working Capital, any Subsidiary for the Pre-Closing Tax Period shall be for the account of Seller, provided, however, that no 42 refund or credit shall be for the account (including by way of Seller offset), or any interest with respect thereto, relating to the extent that Sellers, any Company, the Subsidiary or the Business for any taxable period ending on or before the Closing Date (net of any Taxes indemnified against by the Sellers in Article VII and any Tax cost or other reasonable out-of-pocket expense to any Purchaser or Affiliate of a Purchaser with respect to the receipt or accrual of such refund or credit is taken into account as an asset on interest, or the Most Recent Balance Sheet. Any refund or credit use of Taxes such credit) shall be the property of the Company or any Subsidiary for the Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheet. Purchaser shall, if Seller so requests and at the expense of Seller, cause the Company and the Subsidiaries to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.2(f); provided that (i) Purchaser shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or betterSellers, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause received by the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser Purchasers or any of its their Affiliates shall be payable promptly to the Sellers (including the Company or other than any Subsidiary following the Closing) Claims for any Taxable refund resulting from a carryback of an item generated in a taxable period or portion thereof beginning after the Closing Date, for which an election to relinquish or forego is not permitted under applicable law). Purchaser shallThe Purchasers shall permit the Sellers, and shall cause at the Company and the Subsidiaries toSellers' expense, permit Seller to control direct the prosecution of any such refund claim and to conduct any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Sellerthe Sellers, shall authorize by appropriate powers of attorney such persons Persons as Seller the Sellers shall designate as representatives with respect to represent such refund claim, unless such permission or authorization would reasonably be expected to have a materially adverse effect on the tax liability of any Purchaser, any Company or such the Subsidiary with respect to such Claimany taxable period after the Closing Date. Each party shallAny Tax refund or credit (including by way of offset), or shall cause its affiliates toany interest with respect thereto, forward relating to any other party entitled under this Section 9.2(f) to Company, the Subsidiary or the Business for any taxable period beginning after the Closing Date and any refund or credit arising from the carryback of Taxes any such refund within ten item of loss, deduction or credit attributable to any taxable period (10or portion thereof) days after such refund is received or reimburse such other party for any such credit within ten (10) days beginning after the credit is allowed or applied Closing Date (in each case net of any Taxes indemnified against other Tax liability; provided, however, that any such amounts shall be by the Purchasers in Article VII and net of any Tax cost (including or other reasonable out-of-pocket expenses to any applicable withholding tax) Seller or benefit (including any allowable relief connected to Affiliate of the relevant amount) to the payor party attributable Sellers with respect to the receipt or accrual of such refund or credit and/or interest, or the payment use of such amounts credit) shall be the property of the Purchasers, and if received by the Sellers or any Affiliate of the Sellers shall be payable promptly to the payee partyPurchasers, provided that the Purchasers shall not carry back any such item without the written consent of the Sellers, which consent shall not be unreasonably withheld. Any Tax refund or credit (including by way of offset), or any interest with respect thereto, relating to any Company, the Subsidiary or the Business for any Straddle Period shall be shared equitably between the Sellers and the Purchasers. In the event that the amount actually paid by the Purchasers on account of Taxes included as an accrued liability in determining the Final Working Capital is materially less than the amount originally utilized in making such determination, the Purchaser shall promptly refund the difference to the Parent, to the extent that such difference is not attributable to any item of loss, deduction or credit attributable to any taxable period (or portion thereof) beginning after the Closing Date.

Refunds and Credits. Any refund or credit of Taxes of the Company or any Subsidiary of the Subsidiaries for the any Pre-Closing Tax Period (or other Taxes for which VENA or its Affiliates has paid under Article 8), including a refund or credit of Tax or Taxes resulting from a carryback of a loss or credit from a Post-Closing Tax Period (as defined below), shall be for the account of Sellerof, provided, however, that no 42 refund or credit shall be payable for the account of, Company or one or more of Seller to the extent that Subsidiaries, as applicable. Within a reasonable time after the receipt of any such refund or credit (a) that is taken into account as an asset not reflected on the Most Recent Balance Sheet, or (b) with respect to the overpayment of the Taxes relating to the Impuesto Sobre el Credito al Salario for 2002, which has been listed as a receivable on the Xxxxxx Xxxance Sheet, OCVF shall, or shall cause Company or any of the Subsidiaries, as the case may be, to pay VENA any amount equal to 60% of the amounts of any such refund or credit (minus a proportionate allocation of costs and expenses incurred, if any, in the collection of such amount). Any refund or credit of Taxes of the Company or any Subsidiary of the Subsidiaries for any taxable period (or portion thereof) beginning after the Closing Date (a "Post-Closing Tax Period Period") shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance SheetSubsidiaries. Purchaser OCVF shall, if Seller VENA so requests and at the expense of Sellerrequests, cause the Company and or any of the Subsidiaries to file for and obtain any refunds or credits to which Seller VENA or any of its Affiliates is entitled under this Section 9.2(f5.22(f); provided that (i) Purchaser . OCVF and Company shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) permit VENA or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller designated Affiliate to control the prosecution of any such refund claim claim. To the extent that such refund or credit that is filed for, or prosecuted by, VENA as stated in this Section 5.22(f) relating to a Pre-Closing Tax Period and to conduct such refund or credit causes Company or any negotiations, disputes, audits or other transactions with any relevant Tax authority on behalf of the Subsidiaries to be subject to repayment of the refund or credit in a Post-Closing Tax Period or creates a deferred tax liability, then such refund or credit shall be for the account of Company or any of the Subsidiaries (for purposes of this SectionSubsidiaries, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent applicable. To the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.2(f) to extent that any refund or credit of Tax or Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within ten (10) days after the credit is allowed or applied against other relating to a Pre-Closing Tax liability; provided, however, that any such amounts shall be net of any Tax cost (including any applicable withholding tax) or benefit (including any allowable relief connected Period has resulted due to the relevant amount) acceleration of a tax deduction inconsistent with past practices, and such acceleration creates a deferred tax liability that Company or any of the Subsidiaries is obligated to pay in the payor party attributable to the receipt of Post-Closing Tax Period, such refund or credit and/or shall accrue 100% for Company and the payment of such amounts to the payee partySubsidiaries, as applicable.

Refunds and Credits. 9.6.5.1 Any refund refunds or credit credits of Taxes of the Company Companies or the Subsidiaries for any Subsidiary for the Pre-Closing Tax Period or that are Excluded Taxes shall be for the account of Seller, provided, however, that no 42 refund or credit shall be for the account of Seller Sellers other than refunds from any carryback (to the extent that such refund permitted under Section 9.6.5.2 of this Agreement) of any item of loss, deduction or credit is taken which arises in any taxable period ending after the Closing Date into account as an asset on the Most Recent Balance Sheet. Any refund or credit of Taxes of the Company or any Subsidiary for the PostPre-Closing Tax Period Period. Any refunds or credits of the Companies or the Subsidiaries for any taxable period beginning after the Closing Date shall be for the account of Purchaser. Any refund refunds or credit credits of Taxes of the Company Companies or the Subsidiaries for any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; provided, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheetbetween Sellers and Purchaser. Purchaser shall, if Seller Sellers so requests request and at the expense of SellerSellers' expense, file for and obtain any refunds or credits, or cause the Company and Companies or the Subsidiaries to file for and obtain any refunds or credits credits, to which Seller is Sellers are entitled under this Section 9.2(f)9.6.5; provided that (i) Purchaser PROVIDED, Sellers shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or betternot file, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required obligated to file, or cause the Company Companies or the Subsidiaries to file to obtain any Subsidiary to make any such filing if any position taken in such filing refunds or credits that could reasonably be expected materially to increase the Tax liability of Purchaser have an adverse effect on Purchaser, any Company, any Subsidiary or any of its their Affiliates (including the Company or in any Subsidiary following the Closing) for any Taxable taxable period or portion thereof beginning ending after the Closing DateDate unless Seller has obtained Purchaser's written consent, which consent shall not be unreasonably withheld. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller Sellers to control the prosecution of any such refund claim and to conduct any negotiationsclaim, disputes, audits or other transactions provided Sellers have complied with any relevant Tax authority on behalf of the Company or the Subsidiaries (for purposes of this Section, each a "Claim") and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes any such refund within ten (10) days after such refund is received or reimburse such other party for any such credit within 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 (including any applicable withholding tax) or benefit (including any allowable relief connected to the relevant amount) to the payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee partypreceding sentence.

Refunds and Credits. Any refund or credit of Taxes of relating to the Company or for any Subsidiary for the Pre-Closing Tax Period including any interest thereon shall be for the account of Seller, provided, however, that no 42 refund or credit . Purchaser shall be for pay to Seller the account amount of Seller to the extent that any such refund or credit is taken into account as an asset on the Most Recent Balance Sheet. Any and any interest thereon (net of any reasonable out of pocket costs or expenses incurred in obtaining such refund or credit) within 10 days of actual receipt of such Tax refund or credit of Taxes of the Company or any Subsidiary for the Post-Closing Tax Period shall be for the account of Purchaser. Any refund or credit of Taxes of the Company or any Subsidiary for the Straddle Period shall be equitably apportioned in accordance with the principles set forth in the definition of "Straddle Period"; providedthereof, however, that no refund or credit shall be for the account of Seller to the extent that such refund or credit is taken into account as an asset of the Company or such Subsidiary on the Most Recent Balance Sheetapplicable. Purchaser shall, if Seller so requests and at the expense of Seller’s expense, take commercially reasonable efforts to file for, obtain, or cause the Company and the Subsidiaries to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.2(f10.02(e); provided that (i) . Purchaser shall be reasonably satisfied that the position set forth in any such filing is supported by "substantial authority" as defined in Treasury Regulations Section 1.6662-4(d) or better, and if Purchaser is not reasonably satisfied, Purchaser may require Seller to provide an opinion of counsel, reasonably satisfactory to Purchaser, demonstrating that such standard is met, and (ii) Purchaser shall not be required to file, or cause the Company or any Subsidiary to make any such filing if any position taken in such filing could reasonably be expected materially to increase the Tax liability of Purchaser or any of its Affiliates (including the Company or any Subsidiary following the Closing) for any Taxable period or portion thereof beginning after the Closing Date. Purchaser shall, and shall cause the Company and the Subsidiaries to, permit Seller to control the prosecution of any such refund claim and to conduct any negotiationsclaim; provided, disputes, audits or other transactions with any relevant Tax authority on behalf of the Company or the Subsidiaries that (for purposes of this Section, each a "Claim"i) and, where deemed appropriate by Seller, shall authorize by appropriate powers of attorney such persons as Seller shall designate have the right to represent the Company or such Subsidiary with respect to such Claim. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.2(f) to any refund or credit of Taxes participate in any such refund within ten claim at Seller’s sole cost and expense, (10ii) days after Purchaser shall keep the Seller regularly informed of the conduct of such refund is received claim, (iii) Purchaser shall provide Seller with all documents, correspondence, worksheets or reimburse similar items relating to such other party refund claim, and (iv) Purchaser shall not settle such refund claim without Seller’s consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If the Company as of the Closing Date has paid (or has caused to be paid) estimated Taxes for any such credit within ten (10) days after the credit is allowed Pre-Closing Tax Period or applied against other Straddle Tax liability; provided, however, that any such amounts shall be net of any Tax cost Period (including any applicable withholding taxoverestimated Taxes included in Indebtedness or Transaction Expenses) or benefit in excess of the amount ultimately determined to be due for the portion of such Tax Period ending on the Closing Date in the case of a Straddle Tax Period, Purchaser shall promptly refund the portion of such excess payment paid by Seller (including any allowable relief connected and in the case of a Straddle Tax Period as calculated pursuant to the relevant amountSection 10.02(b) to the payor party attributable to the receipt of such refund or credit and/or the payment of such amounts to the payee partySeller).