Common use of Refunds and Credits Clause in Contracts

Refunds and Credits. Seller shall be entitled to any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, refunds or credits in respect of VAT attributable to a Pre-Closing Tax Period), to the extent such refunds or credits were not taken into account in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss of any Transferred FH Company or Closing Subsidiary generated in a Post-Closing Tax Period. Buyer shall transfer, or cause to be transferred, to Seller, within ten (10) days of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such credit. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such refunds or credits of the Transferred FH Companies and their Closing Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in a manner consistent with Section 7.1 hereof.

Refunds and Credits. Seller shall be entitled to Any refunds, rebates, deposits, credits or overpayments of Taxes of any of the Transferred Companies for any Tax refunds that are received by Buyer and any amounts credited against Tax to which period ending on or before the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled Date (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all “Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, Refunds”) shall be for the avoidance account of doubtClorox Parent, refunds or credits in respect of VAT attributable and Purchaser shall promptly pay to a Clorox Parent any Pre-Closing Tax Period)Refunds received by Purchaser or its Affiliates after the Closing Date. Any refunds, to the extent such refunds rebates, deposits, credits or credits were not taken into account in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss overpayments of any of the Transferred FH Company or Companies for any Tax period beginning after the Closing Subsidiary generated in a Date (“Post-Closing Tax PeriodRefunds”) shall be for the account of Purchaser, and Clorox Parent shall promptly pay to Purchaser any Post-Closing Refunds received by Clorox Parent after the Closing Date. Buyer shall transferAny refunds, rebates, deposits, credits or cause to be transferred, to Seller, within ten (10) days overpayments of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates, net Taxes of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such credit. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such refunds or credits of the Transferred FH Companies and their Closing Subsidiaries for any a Straddle Period shall be equitably apportioned between Seller Clorox Parent, on the one hand, and Buyer in a manner consistent with Purchaser, on the other hand and promptly paid to such Party, as applicable. Purchaser shall, if Clorox Parent so requests and at Clorox Parent’s expense, file for and obtain any refunds, rebates, deposits, credits or overpayments, or cause the Transferred Companies to file for and obtain any refunds, rebates, deposits, credits or overpayments, to which Clorox Parent shall be entitled under this Section 7.1 hereof5.8, and Purchaser shall permit Clorox Parent to control the prosecution of any such refund claim. Clorox Parent shall, if Purchaser so requests and at Purchaser’s expense, file for and obtain any refunds, rebates, deposits, credits or overpayments, or cause its Subsidiaries to file for and obtain any refunds, rebates, deposits, credits or overpayments, to which Purchaser shall be entitled under this Section 5.8, and Clorox Parent shall permit Purchaser to control the prosecution of any such refund claim.

Refunds and Credits. Seller shall be entitled to any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, Any refunds or credits in respect of VAT Taxes attributable to a Prethe Acquired Assets or of Cemax-Icon for any taxable period ending on or before the Initial Closing Tax Period), Date shall be for the account of Seller to the extent that any such refunds refund can be obtained or credits were not taken into account any such credit utilized without considering income, loss or any other item arising in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss of any Transferred FH Company or Closing Subsidiary generated in a Post-Closing Tax Period. Buyer shall transfer, or cause to be transferred, to Seller, within ten (10) days Period of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies Cemax-Icon or any taxable period of their Closing Subsidiaries, Purchaser or any other affiliate of their respective Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such creditPurchaser. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such Any refunds or credits of Taxes attributable to the Transferred FH Companies and their Acquired Assets or of Cemax-Icon for any taxable period or portion thereof beginning after the Initial Closing Subsidiaries Date shall be for the account of Purchaser. Any refunds or credits of Taxes attributable to the Acquired Assets or of Cemax-Icon for any Straddle Period shall be equitably apportioned between Seller and Buyer Purchaser except that Seller shall be entitled to share only in the portion of any such refund which can be obtained or the portion of any such credit which can be utilized without considering income, loss or any other item arising in any Post-Closing Tax Period of Cemax-Icon. If Seller so requests and at Seller's expense, Purchaser shall, and shall cause Cemax- Icon to, file for and obtain any refunds or credits to which Seller is entitled under this Section 10.03; provided, however, that Cemax-Icon will not be required to take any position that could result in a manner detriment to Purchaser or its affiliates except to the extent such position is consistent with past practice and Seller shall indemnify Purchaser and its affiliates for any losses resulting from Purchaser (or Cemax-Icon) taking any position, at Seller's request under this provision, that is not consistent with past practice. Purchaser shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall, and shall cause Cemax-Icon to, authorize by appropriate powers of attorney such persons as Seller shall designate to represent Purchaser or Cemax-Icon with respect to such refund claim; provided, however, that, with respect to each of the foregoing matters, Seller shall keep Purchaser informed concerning all material aspects of the prosecution of the claim and all related proceedings and shall pursue resolution of the claim diligently and in good faith taking into account Seller's obligations under the preceding sentence. Purchaser shall, and shall cause Cemax- Icon to forward to Seller any such refund within 10 days after the refund is received (or reimburse Seller for any such credit within 10 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 net Tax cost to Purchaser or any affiliate of Purchaser including Cemax-Icon attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Purchaser shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 7.1 hereof10.03 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 Purchaser or any of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price. For purposes of computing the net Tax cost to Purchaser or any affiliate of Purchaser referred to above, a Tax benefit shall be taken into account only to the extent that such person has realized an actual Tax savings which such person would not otherwise have realized, assuming such person recognized all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt and payment of such amounts hereunder; and for the avoidance of doubt, such savings shall not include the Tax refund which Purchaser or its affiliate is obligated to pay over to Seller hereunder. 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 9.06.

Refunds and Credits. Seller shall be entitled to any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, Any refunds or credits in respect of VAT Taxes attributable to a Prethe Acquired Assets or of Cemax-Icon for any taxable period ending on or before the Closing Tax Period), Date shall be for the account of Seller to the extent that any such refunds refund can be obtained or credits were not taken into account any such credit utilized without considering income, loss or any other item arising in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss of any Transferred FH Company or Closing Subsidiary generated in a Post-Closing Tax Period. Buyer shall transfer, or cause to be transferred, to Seller, within ten (10) days Period of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies Cemax-Icon or any taxable period of their Closing Subsidiaries, Purchaser or any other affiliate of their respective Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such creditPurchaser. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such Any refunds or credits of Taxes attributable to the Transferred FH Companies and their Acquired Assets or of Cemax-Icon for any taxable period or portion thereof beginning after the Closing Subsidiaries Date shall be for the account of Purchaser. Any refunds or credits of Taxes attributable to the Acquired Assets or of Cemax-Icon for any Straddle Period shall be equitably apportioned between Seller and Buyer Purchaser except that Seller shall be entitled to share only in the portion of any such refund which can be obtained or the portion of any such credit which can be utilized without considering income, loss or any other item arising in any Post-Closing Tax Period of Cemax-Icon. If Seller so requests and at Seller's expense, Purchaser shall, and shall cause Cemax- Icon to, file for and obtain any refunds or credits to which Seller is entitled under this Section 10.03; provided, however, that Cemax-Icon will not be required to take any position that could result in a manner detriment to Purchaser or its affiliates except to the extent such position is consistent with past practice and Seller shall indemnify Purchaser and its affiliates for any losses resulting from Purchaser (or Cemax-Icon) taking any position, at Seller's request under this provision, that is not consistent with past practice. Purchaser shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall, and shall cause Cemax-Icon to, authorize by appropriate powers of attorney such persons as Seller shall designate to represent Purchaser or Cemax-Icon with respect to such refund claim; provided, however, that, with respect to each of the foregoing matters, Seller shall keep Purchaser informed concerning all material aspects of the prosecution of the claim and all related proceedings and shall pursue resolution of the claim diligently and in good faith taking into account Seller's obligations under the preceding sentence. Purchaser shall, and shall cause Cemax- Icon to forward to Seller any such refund within 10 days after the refund is received (or reimburse Seller for any such credit within 10 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 net Tax cost to Purchaser or any affiliate of Purchaser including Cemax-Icon attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Purchaser shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 7.1 hereof10.03 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 Purchaser or any of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price. For purposes of computing the net Tax cost to Purchaser or any affiliate of Purchaser referred to above, a Tax benefit shall be taken into account only to the extent that such person has realized an actual Tax savings which such person would not otherwise have realized, assuming such person recognized all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt and payment of such amounts hereunder; and for the avoidance of doubt, such savings shall not include the Tax refund which Purchaser or its affiliate is obligated to pay over to Seller hereunder. 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 9.06.

Refunds and Credits. Seller shall be entitled to any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, refunds or credits in respect of VAT attributable to a Pre-Closing Tax Period), to the extent such refunds or credits were not taken into account in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss of any Transferred FH Company or Closing Subsidiary generated in a Post-Closing Tax Period. Buyer shall transfer, or cause to be transferred, to Seller, within ten (10) days of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such credit. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such Any refunds or credits of Taxes of the Transferred FH Companies and their Clairol Entities or Taxes relating to the Acquired Assets for any taxable period ending on or before the Closing Subsidiaries Date shall be for the account of Seller. Any refunds or credits of Taxes of the Clairol Entities or Taxes relating to the Acquired Assets for any taxable period beginning after the Closing Date shall be for the account of the Buyer. Any refunds or credits of Taxes of the Clairol Entities or Taxes relating to the Acquired Assets for any Straddle Period shall be equitably apportioned between Seller and Buyer. Buyer in shall, if Seller so requests and at Seller's expense, cause the Clairol Entities to file for and obtain any refunds or credits to which Seller is entitled under this Section 12.03. Buyer shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall cause the Clairol Entities to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Clairol Entities, as applicable, with respect to such refund claim, PROVIDED, 74 HOWEVER, that the prosecution of such could not give rise to Taxes imposed upon any Buyer Indemnified Person. Buyer shall cause the Clairol Entities to forward to Seller any such refund to which it is entitled under this Section 12.03 within 10 days after the refund is received (or reimburse Seller for any such credit within 10 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 or Tax benefit (including as a manner consistent result of any basis adjustment) to Buyer or the Clairol Entities, as the case may be, attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Buyer shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 12.03 as an adjustment to the Purchase Price, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Buyer 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 7.1 hereof11.09.

Refunds and Credits. Seller shall be entitled to any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, refunds or credits in respect of VAT attributable to a Pre-Closing Tax Period), to the extent such refunds or credits were not taken into account in determining Final Net Working Capital and are not attributable to the carryback of a net operating loss of any Transferred FH Company or Closing Subsidiary generated in a Post-Closing Tax Period. Buyer shall transfer, or cause to be transferred, to Seller, within ten (10) days of receipt, the amount of the refund or credit (including interest) received or utilized by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates, net of any reasonable out-of-pocket costs incurred in obtaining such refund or credit and any Taxes borne by Buyer, the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such credit. Buyer shall claim any such refund or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries. The amount of economic benefit of any such Any refunds or credits of Taxes of the Transferred FH Companies and their Closing Subsidiaries Clairol Entities or Taxes relating to the Acquired Assets for any taxable period ending on or before the Closing Date shall be for the account of Seller. Any refunds or credits of Taxes of the Clairol Entities or Taxes relating to the Acquired Assets for any taxable period beginning after the Closing Date shall be for the account of the Buyer. Any refunds or credits of Taxes of the Clairol Entities or Taxes relating to the Acquired Assets for any 84 Straddle Period shall be equitably apportioned between Seller and Buyer. Buyer in shall, if Seller so requests and at Seller's expense, cause the Clairol Entities to file for and obtain any refunds or credits to which Seller is entitled under this Section 12.03. Buyer shall permit Seller to control the prosecution of any such refund claim and, where deemed appropriate by Seller, shall cause the Clairol Entities to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Clairol Entities, as applicable, with respect to such refund claim, PROVIDED, HOWEVER, that the prosecution of such could not give rise to Taxes imposed upon any Buyer Indemnified Person. Buyer shall cause the Clairol Entities to forward to Seller any such refund to which it is entitled under this Section 12.03 within 10 days after the refund is received (or reimburse Seller for any such credit within 10 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 or Tax benefit (including as a manner consistent result of any basis adjustment) to Buyer or the Clairol Entities, as the case may be, attributable to the receipt of such refund and/or the payment of such amounts to Seller. Seller and Buyer shall treat any payments under the preceding sentence that Seller shall receive pursuant to this Section 12.03 as an adjustment to the Purchase Price, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Buyer 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 7.1 hereof11.09.

Refunds and Credits. Seller shall be entitled to Following the Closing Date, the amount of any Tax refunds that are received by Buyer and any amounts credited against Tax to which the Buyer, the Transferred FH Companies or their Closing Subsidiaries become entitled (including as a result of any amended Tax Returns) that relate to the Transferred FH Companies or their Closing Subsidiaries for all Pre-Closing Tax Periods or that are subject to indemnification by Seller pursuant to this Agreement (including, for the avoidance of doubt, refunds overpayments of estimated Taxes) or credits in lieu of a cash Tax refund (including any interest paid or credited with respect of VAT attributable thereto) of, or with respect to, the Company relating to a Pre-Closing Tax Period), to the extent such refunds Period or credits were not taken into account in determining Final Net Working Capital and are not attributable to the carryback any portion of a net operating loss of any Transferred FH Company or Straddle Period ending on the Closing Subsidiary generated in a Post-Closing Tax PeriodDate, will be payable to Seller. Buyer shall transfershall, at Seller’s request, file (or cause to be transferred, filed) any Tax Return (including any amended Tax Return) for any Pre-Closing Tax Period or any portion of a Straddle Period ending on the Closing Date to Seller, within ten claim any material refunds (10or credits in lieu of a cash Tax refund) days of receipt, to which the Seller may be entitled hereunder. If the amount of Taxes for the Tax period ending on the Closing Date is less than the amount of estimated Taxes paid on or before the Closing Date, any excess will be payable to Seller as a refund hereunder. If at any time prior to paying over any Tax refund (or credit (including interestcredits in lieu of a cash Tax refund) received or utilized by Buyerpursuant to this Section 11.6, the Transferred FH Companies or Company has any of their Closing SubsidiariesExcess Tax Liabilities, Buyer may, or any of their respective Affiliatesmay cause the Company to, net of any reasonable out-of-pocket costs incurred in obtaining first apply such refund (or credit credits in lieu of a cash Tax refund) (and any Taxes borne by Buyerinterest received in respect thereof) to reduce such Excess Tax Liabilities. To the extent such Tax refund (or credits in lieu of a cash Tax refund) exceeds the Excess Tax Liabilities, Buyer shall refund the Transferred FH Companies or any of their Closing Subsidiaries, or any of their respective Affiliates as a direct result of their receipt of such refund or utilization of any such creditexcess to Seller hereunder. Buyer shall claim any notify Seller of an intent to apply a refund pursuant to this Section 11.6 thirty (30) days before such refund is applied. Such notice (the “Excess Tax Liabilities Notice”) will include details of any related calculations and the nature of any Excess Tax Liabilities. If Seller does not respond within fifteen (15) days to the Excess Tax Liabilities Notice (or to utilize any such credit as soon as reasonably possible upon Seller’s written request. Buyer agrees to furnish to if Seller all informationindicates earlier agreement), records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes then Buyer or the Company may apply any Subsidiary or Affiliate of refund as indicated in such Excess Tax Liabilities Notice. If Seller objects to the Excess Tax Liabilities Notice, then Buyer other than the Transferred FH Companies or and Seller shall negotiate in good faith to resolve any of their Closing Subsidiaries. The amount of economic benefit of any such refunds or credits of the Transferred FH Companies and their Closing Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in a manner consistent with Section 7.1 hereofobjection.