Common use of Refunds and Tax Benefits Clause in Contracts

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. (a) Any Tax refunds (including the tax refunds listed on Schedule 7.5(a) and also including for the avoidance of doubt any interest component of such refunds) that are received by the any Purchaser Party or any of its Affiliates, any applicable Purchaser Designee or any Controlled Acquired Company, and any amounts credited against Tax to which any Purchaser Party or the any of its Affiliates, any applicable Purchaser Designee or any such Controlled Acquired Company becomes have become entitled, that relate to Tax taxable periods or portions thereof ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date (but only to net of any Taxes resulting from the extent receipt of 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 Financialsrefund or credit) shall be for the account of SellerEME, except to the extent that any indemnity payment under Section 11.5(a) is reduced on account of such refund or credit, and the Purchaser shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay over to Seller (a) EME an amount equal to any such cash refund or an amount equal to any such credit (net of any Taxes resulting from the receipt of such refund or credit) to which EME is entitled within fifteen (15) days after receipt thereof and of or entitlement thereto. The preceding sentence shall not apply to (bi) the amount CBK VAT Credits, (ii) any refunds or credits resulting from the use in a post-Closing period of Tax savings realized losses that arose in a Pre-Closing Period and are properly carried forward into a post-Closing period, nor (iii) any refunds or credits resulting from the use in a Pre-Closing Period of Australian Tax losses described in Section 4.13(f) against taxable gain or income resulting from a transaction occurring outside the Ordinary Course of Business. For purposes of clause (iii) of the preceding sentence, any restructuring or reorganization of a relevant Controlled Acquired Company with effect during or after 2004 shall be considered outside the Ordinary Course of Business, but all restructurings or reorganizations arising from Project Partial Termination Events in respect of the Project-Specific Acquired Companies listed opposite the Projects known as "Valley Power" or "Kwinana" shall be deemed to be in the Ordinary Course of Business (but only to the extent that the aggregate income or gains resulting from such restructurings or reorganizations does not exceed AU$20,000,000). To the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Tax Authority to any 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 Party or any of its Affiliates, and any amounts credited against Tax to which Parent applicable Purchaser Designee or any Controlled Acquired Company of its Affiliates becomes entitled (other than refunds any amount accrued by the applicable Acquired Company as 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 (as evidenced by the customary accounting records for such Acquired Company), the Purchaser shall, or shall be for cause the account applicable entity that received or is entitled to such Tax refund or credit to, pay such amount (net of Purchaser, and Parent any Taxes resulting from the receipt of such refund or its Affiliates shall pay over credit) to Purchaser (a) any such cash refund EME within fifteen (15) days after receipt thereof and (bof or entitlement thereto, except to the extent that an indemnity payment under Section 11.5(a) the amount is reduced on account of Tax savings realized by Parent such refund or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliatescredit.

Refunds and Tax Benefits. Any income Tax refunds that are received by any of the CompanyMGM Acquired Entities, and any amounts credited against Tax to which Purchaser or any of the Company MGM Acquired Entities 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 of Tax receivables and offsets to such Taxes in Tax reserves on the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in financial statements of the Unaudited 2008 FinancialsMGM Acquired Entities) shall be for the account of SellerParent, and the Purchaser shall pay over to Seller Parent (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 MGM Acquired Entities at the time the Tax Return to which such credit relates is filed by Purchaser or the CompanyMGM Acquired Entities. 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)entitled, that relate to Taxes of the Company MGM Acquired Entities 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 by any of the CompanyMGM Entities, and any amounts credited against Tax to which Purchaser or any of the Company MGM Entities 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 of Tax receivables and offsets to such Taxes in Tax reserves on the financial statements of the Company from which the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in the Unaudited 2008 Financialswas derived) shall be for the account of SellerParent, and Purchaser shall pay over to Seller Parent (a) any such cash refund within fifteen (15) days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the Company MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the CompanyMGM Entities. 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 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 Except to the extent such amounts Taxes (x) are in excess reflected as an asset on the face of the amountfinal and binding Closing Date Balance Sheet (rather than in any notes thereto), if any, and (y) taken into account as a Current Asset with respect in determining the final and binding calculation of the Purchase Price, any refunds of Taxes actually received by Acquirer, the Company or any of their Subsidiaries following the Closing Date that are attributable to such Taxes in the Final Statement orCompany or any of its Subsidiaries for any Pre-Closing Tax Periods (“Tax Refunds”), without duplicationshall, specifically provided for such Taxes (other than as a Current Asset) in the Unaudited 2008 Financials) shall subject to this Section 9.6, be for the account of Seller, Seller and Purchaser shall pay paid over to Seller (a) any such cash refund within fifteen (15) days after receipt thereof and (b) thereof, provided the amount paid over to Seller shall be net of any costs (including any Taxes) incurred in respect of the receipt of such Tax savings realized by Purchaser Refund, including any reasonable costs associated with Acquirer’s review and filing of any Refund Claim Return. Acquirer shall promptly notify Seller in writing of any Tax Refund actually received after the Closing. Seller may request Acquirer to file (or cause to file) any Tax Returns or other claims for Tax Refunds (“Refund Claim Returns”). Neither Acquirer, 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 nor 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 their Subsidiaries shall be for the account of Parent), required to file any Refund Claim Return with any Tax authority unless and until Acquirer determines (in its reasonable discretion) that relate such Refund Claim Return (i) is more likely than not 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.succeed and

Refunds and Tax Benefits. Any (a) Except as otherwise provided in Section 5.7(c), (i) any Tax refunds that are received by the CompanyBuyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, and any amounts credited against Tax to which Purchaser the Buyers, any of the Sold Companies, the Subsidiaries or the Company becomes Separate Assets become entitled, that relate to Tax taxable 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 Sellerthe Sellers, and Purchaser the Buyers shall pay over to Seller (a) the Sellers any such cash refund or the amount of any such credit within fifteen 15 days after the receipt of such refund or entitlement to a credit thereto, (15ii) 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 Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt thereof or entitlement thereto and (biii) to the amount extent that any of Tax savings realized by Purchaser the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Company at Closing Date, the time Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to which such credit relates Taxes is filed by Purchaser or filed. Notwithstanding the Company. Any foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by Parent or any of its Affiliatesthe Buyers, on the one hand, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (the Sellers, on the 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 Affiliateshand.

Refunds and Tax Benefits. (a) Any Tax refunds that are received by the any Purchaser Party or any of its Affiliates, or any Controlled Acquired Company, and any amounts credited against Tax to which any Purchaser Party or the any of its Affiliates or any such Controlled Acquired Company becomes have become entitled, that relate to Tax taxable periods or portions thereof ending on or before the Project Closing Date and the portion of any Straddle Period ending on the Project Closing Date (but for the avoidance of doubt in determining EME’s entitlement to Tax refunds which are limited to particular balances in the relevant company’s imputation credit account, regard will be had to only to the extent such amounts are in excess those imputation credits of the amount, if any, taken into account as a Current Asset with respect relevant company which arose prior to such Taxes in (and not subsequent to) the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in the Unaudited 2008 FinancialsProject Closing Date) shall be for the account of SellerEME, and the Purchaser Parties shall pay over to Seller (a) EME an amount equal to any such cash refund or an amount equal to any such credit within fifteen (15) days after receipt thereof and (b) or credit. To the amount of Tax savings realized by Purchaser extent that a claim for refund or the Company at the time the Tax Return to which such a proceeding results in a payment or 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 by a Tax authority to which Parent any Purchaser Party or any of its Affiliates becomes entitled (other than refunds or such Controlled Acquired Company of income Taxes and/or any amounts credited against income Tax resulting from adjustments in connection with amount accrued by the activities Controlled Acquired Company as of the Company which shall be Project Closing Date (as evidenced by the customary accounting records for the account of Parentsuch Controlled Acquired Company), the Purchaser Parties shall, or shall cause the applicable entity that relate received or is entitled to Taxes of the Company for such Tax periods refund or portions thereof after the Closing Date shall be for the account of Purchasercredit to, and Parent or its Affiliates shall pay over such amount to Purchaser (a) any such cash refund EME within fifteen (15) days after receipt thereof and (b) or credit. To the extent that any Tax refund under this section is subject to Tax to the recipient, the amount payable to EME will be the after-Tax amount of such a Tax savings realized refund amount, provided that if any such Tax is refunded to or otherwise recovered by Parent or any the recipient, such refund shall be for the account of its Affiliates at the time the Tax Return and paid over to which such credit relates is filed by Parent or any of its AffiliatesEME.

Refunds and Tax Benefits. Any If, after the Closing and subject to Section 9(a) above, the Seller Entities file a Tax return for one or more of the Companies relating to a period ending on or before the Closing Date, or, pursuant to an audit thereof or otherwise, file an amendment to a Tax return for one or more of the Companies relating to a period ending on or before the Closing Date, then any Tax refunds that are received by the Buyer or a Company, and any amounts credited against Tax to which Purchaser the Buyer or the a Company becomes become 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 Sellerthe Seller Entities, and Purchaser the Buyer shall pay over to the Seller (a) Entities any such cash refund or the amount of any such credit within fifteen thirty (1530) days after receipt thereof and or use thereof. In addition, to the extent that any such claim for refund or a proceeding results in a payment or credit against a Tax by a Taxing Authority to the Buyer or a Company of any amount accrued on the Closing Balance Sheet, the Buyer shall pay such amount to the Seller Entities within thirty (b30) days after receipt or use thereof. Notwithstanding the amount foregoing to the contrary, if such refund or credit results in the increase in Taxes or loss of a Tax savings realized by Purchaser or the Company at the time the Tax Return benefit to which such credit relates is filed by Purchaser or the Company. Any Tax refunds that are received by Parent or any of its Affiliatesthe Buyer or a Company, and any amounts credited against Tax to which Parent then such refund 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 credit shall be solely for the account of Parent)the Buyer and the Companies, that relate to the extent of such increase in Taxes or loss of the Company for a Tax periods or portions thereof after the Closing Date shall be for the account of Purchaserbenefit, and Parent or its Affiliates shall pay over not be paid 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 AffiliatesSeller Entities.

Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or the Acquired Company, and any amounts credited against Tax to which Purchaser Buyer or the Acquired Company becomes entitled, that relate to Tax periods Taxable 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 Buyer shall pay over to Seller (a) any such cash refund or the amount of any such credit (net of any Taxes imposed with respect to the receipt or accrual of such refund and interest and reasonable expenses incurred in connection with obtaining the refund) within fifteen (15) days after receipt thereof and (b) or entitlement thereto. In addition, to the amount of extent that a claim for refund or a proceeding results in a payment or credit against Tax savings realized by Purchaser a taxing authority to the Buyer or the Acquired Company at for Taxable Periods ending on the time Closing Date, the Tax Return Buyer shall pay such amount to which such credit relates is filed by Purchaser Seller within fifteen (15) days after receipt or the Companyentitlement thereto. Any Tax refunds that are received by Parent or any of its Affiliates, Seller and any amounts credited against Tax to which Parent or any of its Affiliates Seller becomes entitled (other than refunds of that relate to the assets, income Taxes and/or any amounts credited against income Tax resulting from adjustments in connection with the or activities of the Company which shall be for the account of Parent), that relate to Taxes of the Acquired Company for Tax periods or portions thereof Taxable Periods beginning after the Closing Date shall be for the account of PurchaserBuyer, and Parent or its Affiliates Seller shall pay over to Purchaser (a) Buyer any such cash refund or the amount of any such credit (net of any Taxes imposed with respect to the receipt or accrual of such refund and interest and reasonable expenses incurred in connection with obtaining the 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 Affiliatesentitlement thereto.

Refunds and Tax Benefits. Any Tax refunds (a) The Buyers shall promptly ------------------------ pay to the Seller the amount of any refund, credit or offset (including any interest paid, credited or any offset allowed with respect thereto but reduced by any Taxes that are the Buyer or any of the Spirits Subsidiaries shall be required to pay with respect thereto) received or used, in the case of a credit or offset, by the Company, and Buyers or any amounts credited against Tax of the Spirits Subsidiaries of Taxes (i) relating to which Purchaser or the Company becomes entitled, that relate to Tax taxable periods or portions thereof ending on or before the Closing Date (but only including any Income Taxes allocated to such period under Section 7.1(d) hereof), (ii) attributable to an amount paid by the extent such amounts Seller under Section 7.1 hereof or (iii) that are in excess Retained Assets. The amount of any refunds, credits or offsets (including any interest paid or credited with respect thereto) received by the Buyers or any 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) Spirits Subsidiaries shall be for the account of Sellerthe Buyers if the refund, and Purchaser shall pay over credit or offset is of Taxes relating 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 taxable periods or portions thereof that begin on or after the Closing Date shall be for (including any Income Taxes allocated to such period under Section 7.1(d) hereof), including any refund, credit or offset that results from the account carry forward of Purchasera Tax attribute from a period ending on or before the Closing Date to a post-Closing taxable period. The Buyers shall, if the Seller so requests 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 Seller's expense, cause the Tax Return relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which such credit relates the Seller is filed by Parent or any of its Affiliatesentitled under this Section 7.2.

Refunds and Tax Benefits. Any Except to the extent that Income Tax refunds (including any refunds generated from a carryback of a loss for the taxable year of the Acquired Companies that ends on the date on which the Closing occurs described in Section 11.3 above) are treated as part of Current Assets for purposes of calculating Closing Net Working Capital under Appendix I, then any Income Tax refunds that are received by Buyer, Surviving Company or the CompanyAcquired Companies, and any amounts credited against Income Tax to which Purchaser Buyer Surviving Company or the Company becomes Acquired Companies become entitled, that relate to Income 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 SellerSNIH Stockholders, and Purchaser Buyer shall pay over to Seller (a) Stockholders’ Representative’s account for payment to SNIH Stockholders any such cash refund or the amount of any such credit within fifteen (15) days Business Days after receipt thereof and (b) or entitlement thereto. In addition, to the amount of extent that a claim for refund or a proceeding results in a payment or credit against Income Tax savings realized by Purchaser a taxing authority to Buyer Surviving Company or the Company at Acquired Companies of any Income Tax liability accrued on 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 AffiliatesMost Recent Balance Sheet, 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 Buyer shall pay over such amount Stockholders’ Representative’s account for payment to Purchaser (a) any such cash refund SNIH Stockholders within fifteen (15) days Business Days after receipt thereof and (b) of the amount refund or entitlement thereto except to the extent such tax claim, proceeding or tax benefit was treated as part of Tax savings realized by Parent or any current Assets for purposes of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.calculation Closing Net Working Capital under Appendix I.

Refunds and Tax Benefits. Any Parent shall be entitled to any refund or credit of Taxes (including any interest paid or credited with respect thereto), and CS shall promptly pay to Parent any such refund or credit of Taxes (including any interest paid or credited with respect thereto) received by or credited to CS or the Beverage Companies relating to Taxes for which Parent is responsible under Section 8.1(a) hereof, net of any costs or expenses incurred by CS or the Beverage Companies with respect to such refund or credit. In the event that any refund or credit of Taxes for which a payment has been made to Parent pursuant to this Section 8.2 is subsequently redeemed or disallowed, Parent shall indemnify, defend and hold harmless the Beverage Companies against and reimburse the Beverage Companies for any Tax refunds liability, including interest and penalties, assessed against such Beverage Company by reason of the reduction or disallowance; PROVIDED, HOWEVER, that are any repayment of any refund or credit of Taxes shall be limited to the net amount of such refund received by the CompanyParent pursuant to the preceding sentence. Without limiting the generality of the preceding sentence, and any amounts credited against such refund or other benefit realized by any Beverage Company in a post-Closing period that results from the carryforward of any net operating loss or capital loss or other Tax attributes (but not including overpayments or prepayments of Tax attributable to which Purchaser a period or portion thereof ending on or before the Closing) of a Beverage Company becomes entitled, that relate to in any Tax periods period or portions portion 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 property of Seller, such Beverage Company 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 retained by 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 AffiliatesBeverage Company.

Refunds and Tax Benefits. Any Tax refunds that are received by any of the CompanyMGM Entities, and any amounts credited against Tax to which Purchaser or any of the Company MGM Entities 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 of Tax receivables and offsets to such Taxes in Tax reserves on the financial statements of the Companies from which the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in the Unaudited 2008 Financialswas derived) shall be for the account of SellerParent, and Purchaser shall pay over to Seller Parent (a) any such cash refund within fifteen (15) days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the Company MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the CompanyMGM Entities. 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 by the Company, and the Surviving Corporation or any amounts credited against Tax to of their respective Subsidiaries, which Purchaser or the Company becomes entitled, that refunds relate to the Pre-2011 Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amountPeriod, 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 Sellerthe Equity Holders and the Company, and Purchaser the Surviving Corporation or their respective Subsidiaries, as the case may be, shall pay over to Seller the Shareholders’ Representative (a) or to the Trustee, in the case of the ESOP), for distribution to the Equity Holders (or allocation to the accounts of ESOP participants, beneficiaries and alternate payees, as the case may be), the amount of any such cash refund refund, net of all reasonable costs and expenses incurred by the Company, the Surviving Corporation and their respective Subsidiaries in connection with such refund, within fifteen forty-five (1545) days after the actual 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 Companyrefund. Any Tax refunds that are received by Parent the Company, the Surviving Corporation or any of its Affiliates, and their respective Subsidiaries that relate to the Post-2010 Tax Period (including 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 a carryback from a Post-2010 Tax Period to a Pre-2011 Tax Period) shall be for the account of Parent)the Surviving Corporation and its Subsidiaries. Notwithstanding anything to the contrary herein, that relate to Taxes any Tax refund received by the Company, the Surviving Corporation or any of the Company for Tax periods or portions thereof after the Closing Date their respective Subsidiaries shall be for the account of Purchaserthe Surviving Corporation and its Subsidiaries to the extent such amount is reflected on the Final 2010 Balance Sheet or to the extent such Tax refund creates or increases a liability for Taxes of, and Parent or its Affiliates shall pay over to Purchaser (a) reduces a refund for Taxes available to, the Company, the Surviving Corporation or their respective Subsidiaries for any such cash refund within fifteen (15) days after receipt thereof and (b) the amount of Post-2010 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 AffiliatesPeriod.

Refunds and Tax Benefits. Any If any Income Tax refunds that are received by Parent or the Company, Surviving Corporation or any of its Subsidiaries or any amounts are credited against Income Taxes to which Parent or the Surviving Corporation and any amounts credited against Tax to which Purchaser or the Company becomes of its Subsidiaries become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date Date, Parent shall pay over to the Shareholder Representative (on behalf of the Company Shareholders) any such amount, but only to the extent such amounts are amount is not attributable to any deductions arising out of or in excess of connection with the amounttransactions contemplated hereby, if anyor any net operating loss produced by such deductions, 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) or entitlement thereto, net of any Taxes imposed upon Parent by reason of the amount receipt of Tax savings realized by Purchaser or such amount. Notwithstanding the Company at the time the Tax Return to which such credit relates is filed by Purchaser or the Company. Any foregoing, any Income Tax refunds that are received by Parent or the Surviving Corporation or any of its Affiliates, and Subsidiaries or any amounts amount credited against Tax Income Taxes to which Parent or the Surviving Corporation and any of its Affiliates becomes Subsidiaries become entitled (other than refunds that are solely attributable to the payment of income Taxes and/or any bonuses pursuant to the Xxxxxxx Industries, Inc. Special Bonus Plan for Employees shall be paid over to the Shareholder Representative pursuant to this Section 7.3(e) notwithstanding the fact that such amounts credited against income Tax resulting from adjustments may be deemed attributable to deductions arising out of or in connection with the activities transactions contemplated hereby, or a net operating loss produced by such deductions. The parties intend that any payments from Parent to the Shareholder Representative under this Section 7.3(e) shall be treated as an adjustment to the Purchase Price of the Company which shall be Common Shares for the account purposes of Parent)all Applicable Laws, that relate to Taxes of the Company for including 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 Affiliateslaws.

Refunds and Tax Benefits. Any Tax refunds that are (a) The Purchaser shall ------------------------ promptly pay to the BOC Group an amount equal to any refund (such refund having been either actually refunded or credited to or offset against a current tax liability) (including any interest paid or credited with respect thereto) received by the Company, and Purchaser (but only with respect to a Subsidiary) or any amounts credited against Tax Subsidiary of Taxes (i) relating to which Purchaser or the Company becomes entitled, that relate to Tax taxable periods or portions thereof ending on or before the Closing Date or (but only ii) attributable to Taxes that gave rise to a payment by the extent such amounts are in excess of the amountBOC Group under Section 7.03. The Purchaser shall, if anythe BOC Group so requests and at the BOC Group's expense, taken into account cause the relevant entity to file for and obtain any refund which would give rise to a payment under this Section 7.04. The Purchaser shall permit the BOC Group to control (at the BOC Group's expense) the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as a Current Asset the BOC Group shall designate to represent such entity with respect to such Taxes refund claim; provided, that no such refund claim or the settlement or other disposition thereof will increase a tax liability of the Purchaser or any Subsidiary in any taxable period ending after the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in Closing Date. Neither the Unaudited 2008 Financials) Purchaser nor any Subsidiary shall be for required to pay to 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 BOC Group or any Affiliate thereof any refund or credit of its AffiliatesTaxes that results from the carryback to any taxable period ending on or before the Closing Date of any net operating loss, and capital loss or tax credit incurred by any amounts credited against Tax to which Parent or Subsidiary in 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 taxable period beginning after the Closing Date (and in the event such refund or credit is received by the BOC Group then the BOC Group shall pay such refund or the benefits of such credit to the Purchaser); provided that in determining whether any such carryback results in a refund or credit, such carryback shall be for the taken into account only after giving effect to all other items 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 Affiliatesbenefit.

Refunds and Tax Benefits. Any Tax refunds that are received by the Buyer, any Affiliate of Buyer, or the Company, and any amounts credited against Tax (including the excess of (i) the amount of the reserve for Taxes not yet due and payable (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected as a current Liability for purposes of the determination of the Working Capital over (ii) the actual Liability of the Company for Taxes not yet due and payable as of the Closing Date) to which Purchaser Buyer, any Affiliate of Buyer, or the Company becomes become 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 Sellerthe Sellers, (excluding any refund or credit attributable to any loss in a tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a tax year (or portion of a Straddle Period) ending on or before the Closing Date), and Purchaser the Buyer shall pay over to Seller (a) the Sellers any such cash refund or the amount of any such credit within fifteen (15) 30 days after receipt thereof and (b) or entitlement thereto; provided, however, the Buyer shall not be required to pay over to the Sellers any such refund or the amount of Tax savings realized by Purchaser or the Company at the time the Tax Return to which any 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 up 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 any Tax savings realized by Parent or asset (excluding any deferred Tax asset established to reflect timing differences between book and Tax income) reflected as a current asset for purposes of its Affiliates at the time determination of the Tax Return to which such credit relates is filed by Parent or any of its AffiliatesWorking Capital.

Refunds and Tax Benefits. Any To the extent that any Tax refunds that are received by of the Company for a Pre-Closing Tax Period is refunded to the Buyer or the Company in cash, or is credited against Tax which would otherwise be due in cash from the Buyer or the Company, and any amounts credited against Tax to which Purchaser such refund 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) credit shall be for the account of Seller, and Purchaser Stockholders. Buyer shall pay over to Seller (a) Sellers’ Representative the amount of any such cash refund or credit within fifteen (15) days after receipt thereof and (bthe refund is actually received in cash or the Tax against which the credit is applied would otherwise be due. Any contrary provision of this Section 7.01(k) notwithstanding, the amount of Tax savings realized any such refund or credit which is required to be paid to Sellers’ Representative (i) shall be reduced by Purchaser or the amount of any Taxes on such refund and any reasonable out-of-pocket expenses that the Buyer, 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 Affiliatestheir respective Subsidiaries or Affiliates incur (or will incur) with respect to such refund or credit, and (ii) shall not include any amounts credited against Tax to which Parent refund or any of its Affiliates becomes entitled credit (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 benefit of the Buyer, the Company or their respective Subsidiaries or Affiliates) that (A) results from the carrying back of any net operating loss, non-capital loss or other Tax attribute or Tax credit incurred in any Tax period other than a Pre-Closing Tax Period; (B) results from an adjustment in Tax for a Pre-Closing Tax periods Period that results in an increase in Tax for any period which is not a Pre-Closing Tax Period; or portions thereof after (C) is included in the computation of Closing Date shall Indebtedness or final Net Working Capital. To the extent a refund that gave rise to a payment hereunder is subsequently disallowed, or otherwise reduced, Stockholders will be for responsible (in the account proportions that the refund had been distributed to them pursuant to the first sentence of Purchaser, and Parent or its Affiliates shall pay over this Section 7.01(k)) to Purchaser (a) any such cash refund within fifteen (15) days after receipt thereof and (b) to Buyer the amount of Tax savings realized by Parent Taxes that Buyer, the Company or any of its their Affiliates at the time the Tax Return to which incurs as a result of such credit relates is filed by Parent disallowance, reduction, or any of its Affiliatesloss.