Refunds of Taxes. Except as provided in Section 5.2 below, New U S WEST shall be entitled to all Refunds relating to Taxes (plus any interest thereon received with respect thereto from the applicable Tax Authority) for which New U S WEST is or may be liable pursuant to Articles II and III of this Agreement, and U S WEST shall be entitled to all Refunds relating to Taxes (plus any interest thereon received with respect thereto from the applicable Tax Authority) for which U S WEST is or may be liable pursuant to the provisions of Articles II and III of this Agreement. A party receiving a Refund to which another party is entitled pursuant to this Agreement shall pay the amount to which such other party is entitled (plus any interest thereon received with respect thereto from the applicable Tax Authority) within ten (10) days after the receipt of the Refund.
Refunds of Taxes. If the Lender determines that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification has been paid by any Borrower pursuant to this Section or with respect to any Taxes that have been deducted and paid to a taxing authority pursuant to this Section by such Borrower, it shall promptly remit such refund (including any interest) to such Borrower, net of all out-of-pocket expenses of the Lender; provided, however, that such Borrower, upon the request of the Lender, agrees promptly to return such refund (plus any interest) to such party in the event such party is required to repay such refund to the relevant taxing authority. In addition, the Lender shall provide the Borrower Representative with a copy of any notice of assessment from the relevant taxing authority (deleting any confidential information contained therein).
Refunds of Taxes. FNF shall be entitled to all Refunds relating to Taxes (plus any interest thereon received with respect thereto from the applicable Tax Authority) for which FNF is or may be liable pursuant to Article II of this Agreement, and Splitco shall be entitled to all Refunds relating to Taxes (plus any interest thereon received with respect thereto from the applicable Tax Authority) for which Splitco is or may be liable pursuant to the provisions of Article II of this Agreement. A party receiving a Refund to which another party is entitled pursuant to this Agreement shall pay the amount to which such other party is entitled (plus any interest thereon received with respect thereto from the applicable Tax Authority less any Taxes payable by reason of the receipt of such Refund and interest) within ten (10) days after the receipt of the Refund.
Refunds of Taxes. Except as provided in Section 4.02 below, Comverse and CTI shall each be entitled to receive and retain any Refund relating to Taxes (plus any interest thereon received with respect thereto from the applicable Tax Authority) for which such Party is or may be liable pursuant to Articles II and V of this Agreement. A Party receiving a Refund to which another Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled (plus any interest thereon received with respect thereto from the applicable Tax Authority less any Taxes payable by reason of the receipt of such Refund and interest) within thirty (30) days after the receipt of the Refund.
Refunds of Taxes. Each Party shall be entitled to retain or be paid all refunds of Tax received, whether in the form of payment, credit or otherwise, from any Taxing Authority with respect to any Tax Returns filed or to be filed by such Party in accordance with Article V of this Agreement, provided, however, Controlled shall be entitled to retain or be paid all such refunds with respect to any Taxes to the extent such Taxes exclusively pertain to property or operations of the Controlled Group. Notwithstanding anything contained in this Article III to the contrary, Equifax shall be entitled to be paid and to retain, and Controlled shall not be entitled to retain and shall be required to pay over to Equifax, any refunds of Tax received to the extent (i) Equifax indemnified Controlled for the Taxes attributable to such refunds, or (ii) Equifax paid to the Taxing Authority the Taxes attributable to such refunds and Equifax has not been indemnified by Controlled.
Refunds of Taxes. Allergan shall be entitled to any refund of Taxes for which Allergan would be ultimately liable pursuant to a Final Determination of such Taxes under Section 3.6, and AMO shall be entitled to any refund of Taxes for which AMO would be ultimately liable pursuant to a Final Determination of such Taxes under Section 3.6. If Allergan or any Post-Distribution Member (or AMO or any AMO Member, as the case may be) receives a Tax refund to which AMO or any AMO Member (or Allergan or any Post-Distribution Member) is entitled pursuant to this Agreement, Allergan (or AMO) shall pay (in accordance with Article VII) the amount of such refund (including any interest received thereon) to AMO (or Allergan) within thirty (30) days after receipt thereof.
Refunds of Taxes. Upon the reasonable request of either Sponsor, Genesis OLP shall assist such Sponsor in connection with (or to the extent necessary shall file, or cause to be filed in such form as such Sponsor may reasonably request), claims for refunds of federal, state, local or foreign income taxes attributable to the operation of the Business prior to the Closing Date. The Sponsor shall have the sole right to prosecute any claims for such refunds (by suit or otherwise) at the Sponsor's expense and with counsel of the Sponsor's choice, and Genesis OLP and its Affiliates shall cooperate fully with the Sponsor in connection therewith.
Refunds of Taxes. (i) Host Marriott shall be entitled to (a) any refund of Taxes and any Tax Benefits realized as a result of a Final Determination with respect to all Tax Returns filed by Host Marriott pursuant to Section 2(a)(i) (except that Crestline shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to Crestline or a Crestline Affiliate for a Post- Closing Straddle Period under Sections 2(d)(ii) or (iii)) and (b) any refund of, and any Tax Benefit related to, any Taxes that are allocable to a Pre-Closing Straddle Period under Sections 2(d)(ii) or (iii). Crestline shall be entitled to (a) any refund with respect to all Tax Returns filed by Crestline pursuant to Section 2(a)(ii) (except that Host Marriott shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to any Pre-Closing Straddle Period under Sections 2(d)(ii) or (iii)) and (b) any refund of, or Tax Benefit related to, any Taxes that are allocable to Crestline or a Crestline Affiliate for a Post-Closing Straddle Period under Sections 2(d)(ii) or (iii). Any refunds attributable to a Straddle Period shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period on a basis consistent with the method used to allocate the Tax liability for such Straddle Period. Notwithstanding the above, if and to the extent any refund of Taxes or other Tax Benefit for any Pre-Closing Taxable Period is required to be paid to MII or Services pursuant to the Forum Tax Matters Agreement or otherwise, neither Host Marriott nor Crestline (nor any Affiliate of either) shall be entitled to such refund of Tax or Tax Benefit.
(ii) If Host Marriott, any Host Marriott Affiliate, any Host Marriott Member or Affiliate of a Host Marriott Affiliate receives a Tax refund or Tax Benefit to which Crestline, any Affiliate of Crestline, the Crestline Group, any Crestline Member or any Affiliate of a Crestline Member is entitled pursuant to this Agreement, Host Marriott shall pay (in accordance with Section 4) the amount of such Tax refund or Tax Benefit to Crestline within fourteen (14) days of the receipt thereof.
(iii) If Crestline or any Crestline Member or Affiliate of Crestline or a Crestline Member receives a Tax refund or Tax Benefit to which Host Marriott, any Host Marriott Member or any Affiliate of Host Marriott or any Host Marriott Member is entitled pursuant to this Agreement, Crestline shall pay (in accordance with Section 4) the amount o...
Refunds of Taxes. (a) Except as set forth below, (i) Parent shall be entitled to any Tax Refund of Taxes for which Parent is liable hereunder, (ii) SpinCo shall be entitled to any Tax Refund of Taxes for which SpinCo is liable hereunder, and (iii) a Party receiving a Tax Refund to which another Party is entitled hereunder in whole or in part shall pay over such Tax Refund (or portion thereof), net of cost (including Taxes) resulting therefrom, to such other Party within thirty (30) days after such Tax Refund is received.
(b) Parent shall be entitled to any Tax Refund that is attributable to, and would not have arisen but for, a Parent Carryback arising in a Post-Distribution Period being claimed in a Pre-Distribution Period.
Refunds of Taxes. Buyer shall pay to Sellers, promptly upon receipt, ---------------- all Tax refunds received by Buyer after the Closing Date in respect of Taxes paid by Sellers, except to the extent such refundable Taxes were considered assets in the calculation of Closing Date Net Working Capital.
