Refunds and Tax Benefits. (a) Except to the extent such refund was accrued as an asset on the Closing Balance Sheet, the Purchaser shall promptly pay to the Seller the amount of any refund or credit (including any interest paid or credited with respect thereto) received or used, in the case of a credit, by the Purchaser or by any Pershing Company of Taxes (i) relating to taxable periods of any Pershing Company or portions thereof ending on or before the Closing Date or (ii) attributable to an amount paid by the Seller under Section 7.01 hereof. The Purchaser shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller's expense) the prosecution of any such refund claim. The Seller shall not be entitled to pursue any refund claim if such claim would increase Taxes payable by any Pershing Company or Purchaser after the Closing unless the Seller shall indemnify Purchaser for such increased Taxes.
(b) Any amount otherwise payable by the Seller under Section 7.01 shall be reduced by the estimated present value of any net Tax benefit available to the Purchaser or its Affiliates in connection with the payment of Taxes for which the Seller is responsible under Section 7.01, and increased by the estimated present value of any Tax cost reasonably expected to be incurred by the indemnified party or its Affiliates as the result of the receipt of such indemnity payment. The estimated present value of any net Tax benefit and the estimated present value of any Tax costs referred to in this subsection (and in Section 9.02(e)) shall be computed using the applicable federal rate for the appropriate time period as defined in Section 1274(d)(1) of the Code as the discount rate and a Tax rate for all relevant years of 40%.
Refunds and Tax Benefits. Any Tax refunds that are received by the Company, and any amounts credited against Tax to which Purchaser or the Company becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, taken into account as a Current Asset with respect to such Taxes in the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in the Unaudited 2008 Financials) shall be for the account of Seller, and Purchaser shall pay over to Seller (a) any such cash refund within fifteen (15) days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or the Company at the time the Tax Return to which such credit relates is filed by Purchaser or the Company. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against income Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen (15) days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.
Refunds and Tax Benefits. Any Tax refunds that are received after the Closing Date by the Sellers (other than tax refunds received in connection with such Sellers individual tax Returns), the Purchaser or the Company, and any amounts credited against Tax to which the Sellers, the Purchaser or the Company become entitled, shall be for the account of the Company, and the Sellers shall pay over to the Company any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to the Sellers, the Sellers shall pay such amount to the Company within fifteen (15) days after receipt or entitlement thereto.
Refunds and Tax Benefits. (i) Any income tax refunds that are received by Parent, Buyer or the Acquired Companies, and any amounts credited against Taxes to which Buyer or the Acquired Companies become entitled, that relate to Pre-Closing Tax Periods shall be for the account of Seller, and Buyer shall pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt of such refund or use of such credit. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to Parent, Buyer or the Acquired Companies of any amount accrued on the June Financial Statements, Buyer shall pay such amount to Seller within fifteen (15) days after receipt of such refund or use of such credit.
(ii) Notwithstanding the foregoing, any cash refunds less any associated costs (including, but not limited to, administrative costs, an adverse economic impact (including the economic impact of an adverse accounting treatment) and additional Taxes) from the carryback of capital losses of the Acquired Companies shall be for the account of Buyer to the extent that such refunds are attributable to a Tax period beginning after the Closing Date (or the portion of any Straddle Period that begins after the Closing Date). Seller shall pay such cash received by Seller to Buyer within fifteen (15) days after the receipt of such cash refund. For the avoidance of doubt, Buyer shall be entitled to such cash refund under this Section 4.8(g)(ii) solely to the extent that such cash refund (taking into account only capital loss carrybacks of the Acquired Companies after the Closing Date) is greater than the sum of (a) the refund that would have resulted had there been no such carryback and (b) any costs incurred by Seller as a result of such carryback. In the event Seller's use of the carryback of such losses is disallowed after the payment to Buyer by Seller under this Section 4.8(g)(ii) or Seller is able to carryback its own capital losses, Seller shall notify Buyer of the portion of the tax refund not allowed to Seller or that is deemed replaced by Seller's capital losses and Buyer shall reimburse Seller for the amount allocable to Buyer within 15 days of such notice. To the extent that Seller receives any Tax benefit as a result of the carryback of capital losses of the Acquired Companies in respect of which Buyer has not received payment pursuant to the immediately preceding sentences, Seller shall pay to Bu...
Refunds and Tax Benefits. The Seller is entitled to receive any tax refunds that are received by the Buyer or the Company, and any amounts credited against tax to which the Buyer or the Company becomes entitled, that relate to tax periods ending on or before the Effective Date, and the Buyer will pay the Seller any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto.
Refunds and Tax Benefits. Any tax refunds that are received after the Closing Date by the Seller, the Company (other than tax refunds received in connection with such Seller’s individual tax return) and any amounts credited against tax to which the Seller, the Company becomes entitled, shall be for the account of the Seller.
Refunds and Tax Benefits. (a) The Buyer agrees that it shall not cause or permit any of the Sold Companies or the Subsidiaries to carry back to any Straddle Period or Pre-Closing Tax Period any net operating loss, loss from operations or other Tax attribute that is attributable to a Post-Closing Tax Period (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under applicable Law unless it was first carried back to a Straddle Period or Pre-Closing Tax Period, in which case the Buyer may, at its sole expense, cause or permit any of the Sold Companies or Subsidiaries to carry back such Post-Closing Loss. The Sellers shall timely pay to the Buyer any refund, credit, offset or other Tax benefit actually realized by the Seller with respect to a Post-Closing Loss, provided that the Seller will have no obligation under this Agreement to return or remit any such refund or other Tax benefit attributable to a breach by the Buyer of the foregoing undertaking.
(b) The Buyer shall give the Sellers at least ten (10) days notice before it files a claim for a Tax refund with respect to a Post-Closing Loss that it is permitted to carry back to a taxable period ending on or before the Closing Date pursuant to SECTION 5.6(a). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall use any Post-Closing Loss that is carried back to a Pre-Closing Tax Period pursuant to SECTION 5.6(a) to reduce their Taxes for such taxable period and (ii) the Sellers shall in no event be obligated to reimburse or otherwise indemnify the Buyer for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of a Post-Closing Loss.
(c) Sellers shall be entitled to all refunds of Seller Taxes. Buyer shall promptly notify Sellers upon receipt of notice of the right to receive a refund of Seller Taxes and remit any such actual payment (or, in the case of a Straddle Period, the portion attributable to a Pre-Closing Tax Period as determined under SECTION 5.5(c) hereof) when received to Sellers promptly upon receipt. To the extent any refund of Seller Taxes is disallowed, Seller shall timely reimburse Buyer for any amount paid to it by Buyer, including any interest or penalties imposed thereon, provided that Buyer shall not be entitled to reimbursement for interest or penalties imposed with respect to a refund of Seller Taxes which is disallowed: (i) if such interest or penalties arise solely as a result of (A) actions taken (or failed ...
Refunds and Tax Benefits. Any Tax refunds that are received by the Buyer or the Company, and any amounts credited against Tax to which the Buyer or the Company become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Seller, and the Buyer shall pay over to the Seller any such refund or the amount of any such credit within thirty (30) days after receipt or entitlement thereto. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyer or the Company of any amount accrued on the Closing Balance Sheet, the Buyer shall pay such amount to the Seller within thirty (30) days after receipt or entitlement thereto.
Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or the Company, and any amounts credited against Tax to which the Buyer or the Company become entitled, that relate to Pre-Closing Tax Periods shall be for the account of the Sellers, and, so long as no default or deficiency is then due from Sellers to Buyer under Section 7 and Section 8, Buyer shall pay over to Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto.
Refunds and Tax Benefits. Any Income Tax refunds that are received by Buyer or Target, and any amounts credited against Income Tax to which Buyer or Target become entitled, that relate to Income Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit within fifteen (15) Business Days after receipt or entitlement thereto. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Income Tax by a taxing authority to Buyer or Target of any amount accrued on the Most Recent Balance Sheet, Buyer shall pay such amount to Sellers within fifteen (15) Business Days after receipt or entitlement thereto.
