Common use of Refunds, Credits or Offsets Clause in Contracts

Refunds, Credits or Offsets. (a) Unless otherwise agreed or required by applicable Tax Law, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement shall be for the account of LGL. Unless otherwise agreed or required by applicable Tax Law, any refunds, credits or offsets with respect to Taxes, allocated to, and actually paid by, Mtron pursuant to this Agreement shall be for the account of Mtron. (b) LGL shall forward to Mtron, or reimburse Mtron for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof from receipt thereof by LGL or any of its Affiliates. Mtron shall forward to LGL, or reimburse LGL for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL within LGL’s normal course of settlement of such items but not more than 45 days from receipt thereof by Mtron or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 3.5 or required by applicable Tax LawSection 3.6, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement of any member of (i) the Distributing Group that were reported on any Combined Return shall be for the account of LGL. Unless otherwise agreed or Distributing, (ii) the Spinco Group that were reported on any Combined Return and are attributable to the Pre-Distribution Period shall be for the account of Distributing, (iii) the Spinco Group that were reported on any Combined Return and are attributable to the Post-Distribution Period shall be for the account of Spinco, (iv) the Distributing Group that were reported on any Separate Return required to be filed by applicable Tax Lawa member of the Distributing Group shall be for the account of Distributing, and (v) the Spinco Group that were reported on any Separate Return required to be filed by a member of the Spinco Group shall be for the account of Spinco. (b) Notwithstanding Section 3.5(a), (i) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Mtron Distributing pursuant to this Agreement shall be for the account of MtronDistributing, and (ii) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Spinco pursuant to this Agreement shall be for the account of Spinco. (bc) LGL Distributing shall forward to MtronSpinco, or reimburse Mtron Spinco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron Spinco within Mtron’s normal course of settlement of such items but not more than 45 five business days from receipt thereof from receipt thereof by LGL Distributing or any of its Affiliates. Mtron Spinco shall forward to LGLDistributing, or reimburse LGL Distributing for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Distributing within LGL’s normal course of settlement of such items but not more than 45 five business days from receipt thereof by Mtron Spinco or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the five business day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interestInterest Rate). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.5 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL Vornado (or actually paid, at whatever time, by any entity that was a Subsidiary of Vornado during any period up to and including the Distribution Date) pursuant to this Agreement shall be for the account of LGLVornado. Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes, Taxes not allocated to, and actually paid by, Mtron to Vornado pursuant to this Agreement the preceding sentence shall be for the account of MtronNewco. For the avoidance of doubt, consistent with Section 2.1(d), any refunds, credits, or offsets with respect to Real Estate Taxes shall belong to the Party entitled thereto under applicable Law and shall not otherwise be allocated pursuant to this Section 3.4. (b) LGL Vornado shall forward to MtronNewco, or reimburse Mtron Newco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any reasonable expenses incurred in connection therewith, that are for the account of Mtron Newco within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof fifteen (15) Business Days from receipt thereof by LGL or any of its AffiliatesVornado. Mtron Newco shall forward to LGLVornado, or reimburse LGL Vornado for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any reasonable expenses incurred in connection therewith, that are for the account of LGL Vornado within LGL’s normal course of settlement of such items but not more than 45 days fifteen (15) Business Days from receipt thereof by Mtron or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest)Newco. If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.4 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL GAMCO pursuant to this Agreement shall be for the account of LGLGAMCO. Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes, allocated to, and actually paid by, Mtron ACG pursuant to this Agreement shall be for the account of MtronACG. (b) LGL GAMCO shall forward to MtronACG, or reimburse Mtron ACG for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron ACG within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof 15 Business Days from receipt thereof by LGL GAMCO or any of its Affiliates. Mtron ACG shall forward to LGLGAMCO, or reimburse LGL GAMCO for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL GAMCO within LGLGAMCO’s normal course of settlement of such items but not more than 45 days from receipt thereof by Mtron ACG or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the 15 Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL Cablevision pursuant to this Agreement shall be for the account of LGLCablevision. Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes, allocated to, and actually paid by, Mtron AMC pursuant to this Agreement shall be for the account of MtronAMC. (b) LGL Cablevision shall forward to MtronAMC, or reimburse Mtron AMC for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron AMC within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof 15 Business Days from receipt thereof by LGL Cablevision or any of its Affiliates. Mtron AMC shall forward to LGLCablevision, or reimburse LGL Cablevision for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Cablevision within LGL’s normal course of settlement of such items but not more than 45 days 15 Business Days from receipt thereof by Mtron AMC or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the 15 Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 3.5 or required by applicable Tax LawSection 3.6, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement of any member of (i) the LMC Group that were reported on any Combined Return shall be for the account of LGL. Unless otherwise agreed or LMC, (ii) the LEI Group that were reported on any Combined Return and are attributable to the Pre-Distribution Period shall be for the account of LMC, (iii) the LEI Group that were reported on any Combined Return and are attributable to the Post-Distribution Period shall be for the account of LEI, (iv) the LMC Group that were reported on any Separate Return required to be filed by applicable Tax Lawa member of the LMC Group shall be for the account of LMC, and (v) the LEI Group that were reported on any Separate Return required to be filed by a member of the LEI Group shall be for the account of LEI. (b) Notwithstanding Section 3.5(a), (i) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes and News Transaction Taxes, allocated to, and actually paid by, Mtron LMC pursuant to this Agreement shall be for the account of MtronLMC, and (ii) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes and News Transaction Taxes, allocated to, and actually paid by, LEI pursuant to this Agreement shall be for the account of LEI. (bc) LGL LMC shall forward to MtronLEI, or reimburse Mtron LEI for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron LEI within Mtron’s normal course of settlement of such items but not more than 45 five business days from receipt thereof from receipt thereof by LGL LMC or any of its Affiliates. Mtron LEI shall forward to LGLLMC, or reimburse LGL LMC for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL LMC within LGL’s normal course of settlement of such items but not more than 45 five business days from receipt thereof by Mtron LEI or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the five business day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interestInterest Rate). If, subsequent to a Tax Authority’s 's allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.5 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 2.3 or required by applicable Tax LawSection 2.4, (i) any refunds, credits or offsets with respect to Taxes of any Transferred Subsidiaries or that otherwise relate to the Transferred Business or the ownership of the DTV Shares for a Pre-Exchange Period shall be for the account of Parent, and (ii) any refunds, credits or offsets with respect to Taxes of any Transferred Subsidiaries or that otherwise relate to the Transferred Business or the ownership of the DTV Shares for a Post-Exchange Period shall be for the account of LMC. (b) Notwithstanding Section 2.3(a), (i) any refunds, credits or offsets with respect to Exchange Taxes allocated to, and actually paid by, LGL Parent pursuant to this Agreement shall be for the account of LGL. Unless otherwise agreed or required by applicable Tax LawParent, and (ii) any refunds, credits or offsets with respect to Taxes, Exchange Taxes allocated to, and actually paid by, Mtron LMC pursuant to this Agreement shall be for the account of MtronLMC. (bc) LGL Any such refunds, credits or offsets shall be allocated between the Pre-Exchange Period and the Post-Exchange Period in a manner consistent with the principles of Section 6.4. LMC shall forward to MtronParent, or reimburse Mtron forParent, for any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron Parent within Mtron’s normal course of settlement of such items but not more than 45 10 days from receipt thereof from receipt thereof by LGL LMC or any of its Affiliates. Mtron Parent shall forward to LGLLMC, or reimburse LGL forLMC, for any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL LMC within LGL’s normal course of settlement of such items but not more than 45 10 days from receipt thereof by Mtron Parent or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the 10 day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its AffiliatesAffiliate) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest)Rate. If, subsequent to a Tax Taxing Authority’s 's allowance of a refund, credit or offset, such Tax Taxing Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 2.3 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL Parent (or actually paid, at whatever time, by any entity that was a Subsidiary of Parent during any period up to and including the Distribution Date) pursuant to this Agreement shall be for the account of LGLParent. Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes, Taxes not allocated to, and actually paid by, Mtron to Parent pursuant to this Agreement the preceding sentence shall be for the account of MtronSpinco. For the avoidance of doubt, consistent with Section 2.1(d), any refunds, credits, or offsets with respect to Real Estate Taxes shall belong to the Party entitled thereto under applicable Law and shall not otherwise be allocated pursuant to this Section 3.4. (b) LGL Parent shall forward to MtronSpinco, or reimburse Mtron Spinco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron Spinco within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof fifteen Business Days from receipt thereof by LGL or any of its AffiliatesParent. Mtron Spinco shall forward to LGLParent, or reimburse LGL Parent for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Parent within LGL’s normal course of settlement of such items but not more than 45 days fifteen Business Days from receipt thereof by Mtron or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest)Spinco. If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.4 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 3.5 or required by applicable Tax LawSection 3.6, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement of any member of (i) the Distributing Group that were reported on any Combined Return shall be for the account of LGL. Unless otherwise agreed or Distributing, (ii) the Splitco Group that were reported on any Combined Return and are attributable to the Pre-Distribution Period shall be for the account of Distributing, (iii) the Splitco Group that were reported on any Combined Return and are attributable to the Post-Distribution Period shall be for the account of Splitco, (iv) the Distributing Group that were reported on any Separate Return required to be filed by applicable Tax Lawa member of the Distributing Group shall be for the account of Distributing, and (v) the Splitco Group that were reported on any Separate Return required to be filed by a member of the Splitco Group shall be for the account of Splitco. (b) Notwithstanding Section 3.5(a), (i) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Mtron Distributing pursuant to this Agreement shall be for the account of MtronDistributing, and (ii) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Splitco pursuant to this Agreement shall be for the account of Splitco. (bc) LGL Distributing shall forward to MtronSplitco, or reimburse Mtron Splitco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron Splitco within Mtron’s normal course of settlement of such items but not more than 45 five business days from receipt thereof from receipt thereof by LGL Distributing or any of its Affiliates. Mtron Splitco shall forward to LGLDistributing, or reimburse LGL Distributing for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Distributing within LGL’s normal course of settlement of such items but not more than 45 five business days from receipt thereof by Mtron Splitco or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the five business day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interestInterest Rate). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.5 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL Cablevision pursuant to this Agreement shall be for the account of LGLCablevision. Unless otherwise agreed or required by applicable Tax Law, any Any refunds, credits or offsets with respect to Taxes, allocated to, and actually paid by, Mtron MSG pursuant to this Agreement shall be for the account of MtronMSG. (b) LGL Cablevision shall forward to MtronMSG, or reimburse Mtron MSG for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron MSG within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof 15 Business Days from receipt thereof by LGL Cablevision or any of its Affiliates. Mtron MSG shall forward to LGLCablevision, or reimburse LGL Cablevision for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Cablevision within LGL’s normal course of settlement of such items but not more than 45 days 15 Business Days from receipt thereof by Mtron MSG or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the 15 Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 3.5 or required by applicable Tax LawSection 3.6, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement of any member of (i) the Bandwidth Group that were reported on any Combined Return shall be for the account of LGLBandwidth, (ii) the Republic Wireless Group that were reported on any Combined Return and are attributable to the Pre-Distribution Period shall be for the account of Bandwidth, (iii) the Republic Wireless Group that were reported on any Combined Return and are attributable to the Post-Distribution Period shall be for the account of Republic Wireless, (iv) the Bandwidth Group that were reported on any Separate Return required to be filed by a member of the Bandwidth Group shall be for the account of Bandwidth, and (v) the Republic Wireless Group that were reported on any Separate Return required to be filed by a member of the Republic Wireless Group shall be for the account of Republic Wireless. Unless otherwise agreed or required by applicable Tax LawNeither Bandwidth nor Republic Wireless will take any action inconsistent with the Section 41(f) letters attached to this Agreement as Annex I. (b) Notwithstanding Section 3.5(a), (i) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Mtron Bandwidth pursuant to this Agreement shall be for the account of MtronBandwidth, and (ii) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Republic Wireless pursuant to this Agreement shall be for the account of Republic Wireless. (bc) LGL Bandwidth shall forward to MtronRepublic Wireless, or reimburse Mtron Republic Wireless for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron Republic Wireless within Mtron’s normal course of settlement of such items but not more than 45 days from receipt thereof five Business Days from receipt thereof by LGL Bandwidth or any of its Affiliates. Mtron Republic Wireless shall forward to LGLBandwidth, or reimburse LGL Bandwidth for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Bandwidth within LGL’s normal course of settlement of such items but not more than 45 days five Business Days from receipt thereof by Mtron Republic Wireless or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the five Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interestInterest Rate). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.5 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 3.5 or required by applicable Tax LawSection 3.6, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement of any member of (i) the Distributing Group that were reported on any Combined Return shall be for the account of LGL. Unless otherwise agreed or required by applicable Tax LawDistributing, (ii) the Spinco Group that were reported on any Combined Return and are 11 (b) Notwithstanding Section 3.5(a), (i) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Mtron Distributing pursuant to this Agreement shall be for the account of MtronDistributing, and (ii) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes, allocated to, and actually paid by, Spinco pursuant to this Agreement shall be for the account of Spinco. (bc) LGL Distributing shall forward to MtronSpinco, or reimburse Mtron Spinco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron Spinco within Mtron’s normal course of settlement of such items but not more than 45 five business days from receipt thereof from receipt thereof by LGL Distributing or any of its Affiliates. Mtron Spinco shall forward to LGLDistributing, or reimburse LGL Distributing for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL Distributing within LGL’s normal course of settlement of such items but not more than 45 five business days from receipt thereof by Mtron Spinco or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the five business day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interestInterest Rate). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.5 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

Refunds, Credits or Offsets. (a) Unless Except as otherwise agreed contemplated by this Section 3.5 or required by applicable Tax LawSection 3.6, any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, LGL pursuant to this Agreement of any member of (i) the LMC Group that were reported on any Combined Return shall be for the account of LGL. Unless otherwise agreed or LMC, (ii) the LEI Group that were reported on any Combined Return and are attributable to the Pre-Distribution Period shall be for the account of LMC, (iii) the LEI Group that were reported on any Combined Return and are attributable to the Post-Distribution Period shall be for the account of LEI, (iv) the LMC Group that were reported on any Separate Return required to be filed by applicable Tax Lawa member of the LMC Group shall be for the account of LMC, and (v) the LEI Group that were reported on any Separate Return required to be filed by a member of the LEI Group shall be for the account of LEI. (b) Notwithstanding Section 3.5(a), (i) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes and News Transaction Taxes, allocated to, and actually paid by, Mtron LMC pursuant to this Agreement shall be for the account of MtronLMC, and (ii) any refunds, credits or offsets with respect to Taxes, including Transaction Taxes and News Transaction Taxes, allocated to, and actually paid by, LEI pursuant to this Agreement shall be for the account of LEI. (bc) LGL LMC shall forward to MtronLEI, or reimburse Mtron LEI for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Mtron LEI within Mtron’s normal course of settlement of such items but not more than 45 five business days from receipt thereof from receipt thereof by LGL LMC or any of its Affiliates. Mtron LEI shall forward to LGLLMC, or reimburse LGL LMC for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of LGL LMC within LGL’s normal course of settlement of such items but not more than 45 five business days from receipt thereof by Mtron LEI or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the five business day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interestInterest Rate). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 3.5 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.