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. 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 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 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 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 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. Buyer shall, if Seller so requests and at Seller’s direction and expense, file or cause the Company or the Subsidiaries to file for and obtain any Tax refunds with respect to Tax periods or portions thereof ending on or before the Closing Date. Any Tax refunds that are received by Buyer, the CompanyCompany or the Subsidiaries, and any amounts credited against Tax to which Purchaser Buyer, the Company or the Company becomes Subsidiaries 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 Seller, and Purchaser Buyer shall pay over to Seller (a) any such cash refund or the amount of any such credit (net of any Tax paid by Buyer or its Affiliates on such refund and net of any reasonable expense incurred to obtain such refund) within fifteen thirty (1530) days after receipt thereof and or entitlement thereto except to the extent that such refunds arise as a result of a carryback of a loss or other Tax benefit from a period (bor portion thereof) 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 beginning after the Closing Date shall be Date. In addition, to the extent that a claim for refund or proceeding results in a payment or credit against Tax by a taxing authority to Buyer, the account Company or the Subsidiaries of Purchaserany amount accrued on the Closing Balance Sheet, and Parent or its Affiliates Buyer shall pay over such amount to Purchaser Seller within thirty (a) any such cash refund within fifteen (1530) 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 (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 the Sellers, on the other hand. (b) The Buyers and their 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 entitled to any (i) refunds or credits of Parent), that relate to Taxes of the Company for Tax periods Sold Companies and Subsidiaries or portions Taxes related to the Separate Assets attributable to any taxable period or portion thereof beginning after the Closing Date and (ii) refunds or credits for Taxes for which the Sellers and their Affiliates are indemnified pursuant to Section 5.5(c). (c) The Buyers agree that they shall not cause or permit any of the Sold Companies, the Subsidiaries or any Venture Entities the Taxes of which they are responsible for filing to carry back to any taxable period ending on or before the Closing Date any net operating loss, loss from operations or other Tax attribute that is attributable to a taxable period or portion thereof beginning after the Closing Date (a "Post-Closing Loss") except in the case of a Post-Closing Loss that would be forfeited under Law unless it was first carried back to a taxable period ending on or before or including the Closing Date, in which case the Buyers may, at their sole expense, cause or permit any of the Sold Companies, Subsidiaries or Venture Entities to carry back such Post-Closing Loss. The Sellers shall have no obligation under this Agreement to return or remit any such refund or other Tax benefit attributable to a breach by any Buyer of the foregoing undertaking. (d) The applicable Buyer shall give the Sellers at least 30 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 5.7(c). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall be entitled to use any Post-Closing Loss that is carried back to a taxable period ending on or before the Closing date pursuant to Section 5.7(c) to reduce their Taxes for such taxable period and their concomitant indemnity obligation to the account Buyers under Section 5.5(a) and (ii) the Sellers shall in no event be obligated to reimburse or otherwise indemnify the Buyers for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of Purchaser, a Post-Closing Loss. (e) The Buyers and Parent or its Affiliates shall pay over the Sellers agree to Purchaser treat any amounts payable pursuant to this Section 5.7 as an adjustment to the Purchase Price (a) unless a final determination causes any such cash refund within fifteen (15) days after receipt thereof and (b) payment to not be treated as an adjustment to 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 AffiliatesPurchase Price).

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.

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 the Sellers, on the other hand. (b) The Buyers and their 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 entitled to any (i) refunds or credits of Parent), that relate to Taxes of the Company for Tax periods Sold Companies and Subsidiaries or portions Taxes related to the Separate Assets attributable to any taxable period or portion thereof beginning after the Closing Date and (ii) refunds or credits for Taxes for which the Sellers and their Affiliates are indemnified pursuant to Section 5.5(c). (c) The Buyers agree that they shall not cause or permit any of the Sold Companies, the Subsidiaries or any Venture Entities the Taxes of which they are responsible for filing to carry back to any taxable period ending on or before the Closing Date any net operating loss, loss from operations or other Tax attribute that is attributable to a taxable period or portion thereof beginning after the Closing Date (a "POST-CLOSING LOSS") except in the case of a Post-Closing Loss that would be forfeited under Law unless it was first carried back to a taxable period ending on or before or including the Closing Date, in which case the Buyers may, at their sole expense, cause or permit any of the Sold Companies, Subsidiaries or Venture Entities to carry back such Post-Closing Loss. The Sellers shall have no obligation under this Agreement to return or remit any such refund or other Tax benefit attributable to a breach by any Buyer of the foregoing undertaking. (d) The applicable Buyer shall give the Sellers at least 30 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 5.7(c). Notwithstanding anything to the contrary in this Agreement, (i) the Sellers shall be entitled to use any Post-Closing Loss that is carried back to a taxable period ending on or before the Closing date pursuant to Section 5.7(c) to reduce their Taxes for such taxable period and their concomitant indemnity obligation to the account Buyers under Section 5.5(a) and (ii) the Sellers shall in no event be obligated to reimburse or otherwise indemnify the Buyers for any Losses (including, without limitation, Losses for Taxes) resulting from the disallowance of Purchaser, a Post-Closing Loss. (e) The Buyers and Parent or its Affiliates shall pay over the Sellers agree to Purchaser treat any amounts payable pursuant to this Section 5.7 as an adjustment to the Purchase Price (a) unless a final determination causes any such cash refund within fifteen (15) days after receipt thereof and (b) payment to not be treated as an adjustment to 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 AffiliatesPurchase Price).

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 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 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 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 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.