Common use of Refunds and Tax Credits Clause in Contracts

Refunds and Tax Credits. (a) The Seller shall be entitled to receive and to retain any and all credits or refunds (including any interest) of Taxes of the Company or any Consolidated Subsidiary (i) for which the Seller is responsible pursuant to this Article X and (ii) which are not accrued on the Closing Balance Sheet. Such payment shall be net of any Tax cost to the Buyer or any of its Affiliates attributable to the receipt of such refund (including interest). In the event that any such Tax refund is subsequently reduced as a result of any adjustment required by any Governmental Authority, the Seller shall promptly pay the amount of such reduction to the Buyer, net of any Tax cost to the Seller or any of its Affiliates attributable to the receipt of such reduction (including interest). (b) The Buyer and the Seller shall cooperate, and shall cause their respective Affiliates to cooperate, with respect to claiming any refund or credit with respect to Taxes referred to in Section 10.7(a). Such cooperation shall include: providing all relevant information available with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to the Seller in accordance with Section 10.7(a) any amount received by the Buyer or any of its Affiliates with respect to such claim; provided, that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the Buyer or any of its Affiliates. The Seller shall bear the reasonable out-of-pocket expenses (including attorneys and accountants fees) of the Buyer and its Affiliates in seeking such refund.

Refunds and Tax Credits. (a) The Seller shall be entitled to retain, or the Seller shall be entitled to receive and to retain any and all credits or refunds (including any interest) of Taxes of immediate payment from the relevant Company or the Buyer (if the Buyer or any Consolidated Subsidiary (iof its Affiliates shall be the recipient) of, any refund or credit attributable to any Taxes for which the Seller is responsible pursuant to this Article X and (ii) which are not accrued on the Closing Balance Sheethereunder, plus any interest received with respect thereto. Such payment shall be net of any Tax cost to the Buyer or any of its Affiliates attributable to the receipt of such refund (including interest). In the event that any such Tax refund is subsequently reduced as a result of any adjustment required by any Governmental Authority, the Seller shall promptly pay the amount of such reduction to the Buyer, net of any Tax cost to the Seller or any of its Affiliates attributable to the receipt of such reduction (including interest). (b) The Buyer and the Seller shall cooperate, and shall cause their respective Affiliates to cooperate, with respect to claiming any refund or credit with respect to Taxes referred to in Section 10.7(a8.6(a). Such cooperation shall include: providing all relevant information available with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to the Seller in accordance with Section 10.7(a) 8.6(a), any amount received by the Buyer or any of its Affiliates with respect to such claim; provided, that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the Buyer or any of its AffiliatesBuyer. The Seller shall bear the reasonable out-of-pocket expenses (including attorneys and accountants fees) of the Buyer and its Affiliates in seeking such refund.