Common use of Refunds of Taxes Clause in Contracts

Refunds of Taxes. (i) CLJ 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 (or caused to be prepared and filed by) CLJ pursuant to Section 2(a)(i) (except that the SNH Parties shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to any Acquired Company for its Post-Closing Straddle Period under Section 2(d)(ii) or to any SNH Party that is not an Acquired Company) and (b) any refund of, and any Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its Pre-Closing Straddle Period under Section 2(d)(ii). The SNH Parties shall be entitled to (a) any refund of Taxes and any Tax Benefit realized as a result of a Final Determination with respect to all Tax Returns filed by (or caused to be prepared and filed by) any SNH Party pursuant to Section 2(a)(ii) (except that CLJ shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its Pre-Closing Straddle Period under Section 2(d)(ii) or to any CLJ Party) and (b) any refund of, and Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its Post-Closing Straddle Period under Sections 2(d)(ii). Refunds attributable to a Tax Return shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period and among the parties to such Tax Return on a basis consistent with the method used to allocate the Tax liability for such Tax Return under this Agreement. 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 Host Marriott pursuant to the HM/CLJ Tax Sharing Agreement or otherwise, none of CLJ, SNH or CSL (nor any Affiliate of any of them) shall be entitled to such refund of Tax or Tax Benefit.

Refunds of Taxes. (i) CLJ 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 (or caused to be prepared and filed by) CLJ Host Marriott pursuant to Section 2(a)(i) (except that the SNH Parties Crestline shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to any Acquired Company Crestline or a Crestline Affiliate for its Post-a Post- Closing Straddle Period under Section Sections 2(d)(ii) or to any SNH Party that is not an Acquired Company(iii)) and (b) any refund of, and any Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its a Pre-Closing Straddle Period under Section Sections 2(d)(ii) or (iii). The SNH Parties Crestline shall be entitled to (a) any refund of Taxes and any Tax Benefit realized as a result of a Final Determination with respect to all Tax Returns filed by (or caused to be prepared and filed by) any SNH Party Crestline pursuant to Section 2(a)(ii) (except that CLJ Host Marriott shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its any Pre-Closing Straddle Period under Section Sections 2(d)(ii) or to any CLJ Party(iii)) and (b) any refund of, and or Tax Benefit related to, any Taxes that are allocable to an Acquired Company Crestline or a Crestline Affiliate for its a Post-Closing Straddle Period under Sections 2(d)(ii) or (iii). Refunds Any refunds attributable to a Tax Return Straddle Period shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period and among the parties to such Tax Return on a basis consistent with the method used to allocate the Tax liability for such Tax Return under this AgreementStraddle 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 Host Marriott MII or Services pursuant to the HM/CLJ Forum Tax Sharing Matters Agreement or otherwise, none of CLJ, SNH or CSL neither Host Marriott nor Crestline (nor any Affiliate of any of themeither) shall be entitled to such refund of Tax or Tax Benefit.

Refunds of Taxes. (i) CLJ 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 (or caused to be prepared and filed by) CLJ pursuant to Section 2(a)(i) (except that the SNH Parties shall The Sellers will be entitled to any refund of, or Tax Benefit related to, any Taxes refunds that are allocable to any Acquired received in cash by Buyer or the Company for its Post-Closing Straddle Period under Section 2(d)(ii) or to any SNH Party that is not an Acquired Company) and (b) any refund of, and any Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its Pre-Closing Straddle Period under Section 2(d)(ii). The SNH Parties shall be entitled to (a) any refund of Taxes and any Tax Benefit realized as a result of a Final Determination with respect to all Tax Returns filed Taxes paid by (or caused to be prepared and filed by) any SNH Party pursuant to Section 2(a)(ii) (except that CLJ shall be entitled to any refund of, or Tax Benefit related to, any Taxes that are allocable to an Acquired the Company for its Pre-Closing Straddle Period under Section 2(d)(ii) or to any CLJ Party) and (b) any refund of, and Tax Benefit related to, any Taxes that are allocable to an Acquired Company for its Post-Closing Straddle Period under Sections 2(d)(ii). Refunds attributable to a Tax Return shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period and among the parties to such Tax Return on a basis consistent with the method used to allocate the Tax liability for such Tax Return under this Agreement. Notwithstanding the above, if and to the extent any refund of Taxes or other Tax Benefit for any Pre-Closing Taxable Tax Period, net of the cost of obtaining such Tax refunds. The Sellers and Buyer will cause the Company to request a refund (rather than a credit in lieu of refund) with respect to all Pre-Closing Tax Periods. To the extent that either Buyer or the Company (or any Affiliate) receives such a refund of Taxes or utilizes such a credit against Taxes payable that is allocable to the Sellers, Buyer will promptly pay, or cause the Company (or Affiliate) to pay to the Seller Representative (for the benefit of the Sellers), within five Business Days of the receipt of such refund or utilization of such credit, the amount of such refund or credit. In the event a Tax Return of the Company is filed after the Closing that relates in whole or in part to any Pre-Closing Tax Period and such Tax Return reports income or other determinative of Tax that was reported in another Tax Return of the Company for any Pre-Closing Tax Period, if requested in writing by the Seller Representative and to the extent it would not increase the Company’s Taxes in any post-Closing period, Buyer shall, and shall cause the Company to, cooperate in the preparation and filing of an amendment to such other Tax Return to reflect the allocation of income or other determinative of Tax and to pursue a Tax refund thereunder. Notwithstanding anything in this Agreement to the contrary, in the event that any such refund or credit is required subsequently determined by any Taxing Authority to be less than the amount paid to Host Marriott pursuant by Buyer to the HM/CLJ Tax Sharing Agreement Sellers, the Sellers shall promptly return any such disallowed amounts (plus any interest in respect of such disallowed refund or otherwise, none of CLJ, SNH or CSL (nor any Affiliate of any of themcredit owed to a Taxing Authority) shall be entitled to such refund of Tax or Tax BenefitBuyer.