Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.

Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes tax for which it has been indemnified by a Credit Party or Other Taxes with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01 or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes tax for which it has been indemnified by the Borrower and a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01, which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax indemnified tax or Other Tax paidadditional amounts, such Lender or the Administrative Agent shall promptly (within 30 days from the date of such receipt) pay over to the Borrower such Credit Party the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party with respect to the Indemnified Taxes or Other Taxes tax giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to each Credit Party shall repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower such Credit Party (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower no Credit Party shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section 3.01 or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionSection 3.01.

Refunds or Credits. (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date and 28 34 are not reflected on the Financial Statements, shall be for the account of Inter Scan, and, to the extent that such refunds or credits are attributable to taxable periods ending after the Closing Date, such refunds or credits shall be for the account of API Portescap. API Portescap shall cause the Company promptly to forward to Inter Scan or to reimburse Inter Scan for any such refunds or credits due Inter Scan after receipt thereof by API Portescap, the Company or any Subsidiary, and Inter Scan shall promptly forward to API Portescap any such refunds or credits due API Portescap after the receipt thereof by Inter Scan. (b) If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect examination of any Indemnified Taxes federal, state, local, foreign or Other Taxes other tax return of Inter Scan, the Company or any Subsidiary shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or tax credits or increases income, gains or recapture of tax credits for any period ending on or before or including the Closing Date, and that will permit API or a subsidiary thereof to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (but for such adjustments) have been taken or reported with respect to API, a subsidiary of API, the Company or any Subsidiary for one or more periods ending after the Closing Date, Inter Scan will notify API, and provide it with adequate information so that it can reflect on tax returns of API, a subsidiary of API, the Company or any Subsidiary such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. With respect to such increases or decreases on tax returns of API, a subsidiary of API, the Company or any Subsidiary, API shall pay to Inter Scan the amounts by which the Borrower has aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds $10,000, such amounts to be paid additional amounts hereunder or when and as such Tax Benefits in excess of $10,000 are realized. (iic) claims If the examination of any credit federal, state, local, foreign or other tax benefit return of API, a subsidiary of API, the Company or any Subsidiary shall result (such credit to include any increase by settlement or otherwise) in any foreign adjustment that decreases deductions, losses or other tax creditcredits for any period ending after the Closing Date, and that will permit Inter Scan or the Company or any Subsidiary to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (but for such adjustment) have been taken or reported with respect to Inter Scan, the Company or any Taxes Subsidiary for one or Other Taxes for which more periods before the Closing Date, API will notify Inter Scan and provide it has been indemnified with adequate information so that it can reflect on its return such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. Inter Scan shall pay to API the amounts by the Borrower and with respect to which the Borrower has aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to be paid additional amounts hereunder which refundwhen and as such Tax Benefits inn excess of $10,000 are realized. (d) The term "Tax Benefits" shall mean in the case of a separate state, credit local, foreign or other tax benefit return, the sum of the amount by which the tax liability of such corporation to the appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the sole judgment case of such Lender a consolidated federal income tax return or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paidsimilar state, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refundlocal, credit foreign or other tax benefit (but only return, the sum of the amount by which the tax liability of the affiliated group of corporations to the extent of indemnity payments made, appropriate government or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses jurisdiction is reduced (including tax refund) and any taxes on a refund interest from such government or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit jurisdiction relating to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.liability. 8.3

Refunds or Credits. If any Lender or the Administrative Agent (i) receives a refund from a taxation authority in respect of any Indemnified Taxes tax for which it has been indemnified by a Credit Party or Other Taxes with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01 or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes tax for which it has been indemnified by the Borrower and a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01, which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax indemnified tax or Other Tax paidadditional amounts, such Lender or shall (within 30 days from the Administrative Agent shall promptly date of such receipt) pay over to the Borrower such Credit Party the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party with respect to the Indemnified Taxes or Other Taxes tax giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to each Credit Party shall repay, upon the request of such Lender or the Administrative AgentLender, the amount paid over to the Borrower such Credit Party (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative AgentLender, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower no Credit Party shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section 3.01 or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionSection 3.01.

Refunds or Credits. If any Lender Any refunds or the Administrative Agent (i) receives a refund from a taxation authority in respect credits of Taxes of any Indemnified of the Target Corporations for any taxable period ending on or before the Closing Date shall be for the account of Accel unless such refunds or credits are reflected on the Combined Closing Date Balance Sheet. Any refunds or credits of Taxes of any of the Target Corporations for any taxable period beginning after the Closing Date shall be for the account of Xxxxxx. Any refunds or Other credits of Taxes of any of the Target Corporations for any Straddle Period shall be equitably apportioned between Accel and Xxxxxx. Xxxxxx shall, if Accel so requests and at Accel's expense, cause any of the Target Corporations to file for and obtain any refunds or credits to which Accel is entitled under this Section 12.4. Xxxxxx shall permit Accel to control the prosecution of any such refund claim and, where deemed appropriate by Accel, shall cause the each of the Target Corporations to authorize by appropriate powers of attorney such persons as Accel shall designate to represent such Target Corporation with respect to which such refund claim. Xxxxxx shall cause each of the Borrower has paid additional amounts hereunder or (ii) claims Target Corporations to forward to Accel any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes within 10 days after the credit is allowed or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or applied against other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefitliability; provided, however, that any such amounts payable to Accel shall be (i) the Borrower agrees net of any future tax cost to repay, upon the request of such Lender Xxxxxx or the Administrative Agent, the amount paid over any Target Corporation attributable to the Borrower (plus penaltiesturnaround of a temporary difference created or changed by the refund claim and such turnaround occurs in any period which begins after the Closing Date, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, and (ii) net of any Tax cost or benefit to Xxxxxx or such Lender or the Administrative AgentTarget Corporation, as the case may be, attributable to the receipt of such refund and/or the payment of such amounts to Accel. Accel and Xxxxxx shall have no obligation treat any payments under the preceding sentence that Accel shall receive pursuant to cooperate this Section 12.4 as an adjustment to the Purchase Price, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to Xxxxxx or any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that of its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming affiliates causes any such refundpayment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoing, credit or other tax benefit and (iii) the Borrower control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto be governed by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section12.5.

Refunds or Credits. If any Lender or the Administrative Agent receives (i) receives a refund from a taxation authority in respect of any Indemnified Taxes tax for which it has been indemnified by a Credit Party or Other Taxes with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01 or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit, but net of any additional net income tax payable with respect to amounts paid by the Borrower pursuant to this Section 3.01, adjusted for any savings in net income tax resulting from the payment or accrual of payments made or to be made by the Lender or Agent pursuant to this Section 3.01(g)) with respect to any Taxes or Other Taxes tax for which it has been indemnified by the Borrower and a Credit Party or with respect to which the Borrower a Credit Party has paid additional amounts hereunder pursuant to this Section 3.01, which refund, refund or credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax indemnified tax or Other Tax paidadditional amounts, such Lender or the Administrative Agent shall promptly (within 30 days from the date of such receipt) pay over to the Borrower such Credit Party the amount of such refund, refund or credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower such Credit Party with respect to the Indemnified Taxes or Other Taxes tax giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, refund or credit so as to leave such Lender or other Agent in no worse position than it would have been in had the tax benefitgiving rise to such refund or credit not been incurred; provided, however, that (i) the Borrower agrees to each Credit Party shall repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower such Credit Party (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, refund or credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, refund or credit or other tax benefit and (iii) the Borrower no Credit Party shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section 3.01 or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionSection 3.01.

Refunds or Credits. If any Lender or the Administrative Agent ------------------ (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that -------- ------- (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.

Refunds or Credits. If Any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to Taxes (other than Assumed Taxes) for Pre-Closing Tax Periods or to Federal income Taxes arising out of the treatment of certain transactions contemplated by this Agreement as a sale of assets pursuant to Section 338(h)(10) of the Code shall be for the account of Seller and, to the extent that such refunds or credits are attributable to Taxes for Post-Closing Tax Periods or, to Assumed Taxes which are paid or payable by Buyer they shall be for the account of Buyer. To the extent that such refunds or credits are attributable to Taxes for a Bridge Tax Period, such refunds or credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 6.01(l). In the event Buyer or any Lender or of the Administrative Agent (i) receives a refund from a taxation authority in respect of Subsidiaries has any Indemnified Taxes or Other Taxes with respect discretion to which the Borrower has paid additional amounts hereunder or (ii) claims designate whether any credit or other tax benefit (such refund is attributable to a Pre-Closing Tax Period, a Bridge Tax Period or a Post-Closing Tax Period, the credit or refund shall be treated for purposes of this Agreement as attributable to include any increase in any foreign tax credit) with respect the earliest taxable period to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent may be attributed. Each party shall promptly pay over to notify the Borrower the amount other of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit which it receives or expects to such tax authority, (ii) such Lender or receive which is for the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason account of the provisions other party. Buyer shall promptly forward to Seller or reimburse Seller for any refunds or credits due Seller hereunder after receipt thereof by or on behalf of this Section Buyer with interest from the date of receipt by Buyer, and Seller shall promptly forward to Buyer or reimburse Buyer for any judgment refunds or determination made credits due Buyer hereunder after receipt thereof by any Lender or on behalf of Seller with interest from the Administrative Agent pursuant to this Sectiondate of receipt by Seller.

Refunds or Credits. If any Lender or The Buyer shall pay to the Administrative Agent (i) receives a refund from a taxation authority in respect Seller 98.698208% and contribute to Company 1.301792% of any Indemnified Taxes Tax refunds or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or credits in lieu of Tax refunds (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, such Tax refunds or additional amounts paid, by the Borrower with respect credits were not included as an asset in Net Working Capital and to the Indemnified extent any such credits are not applied to reduce the Taxes of the Company or Other Taxes giving rise to such refund or creditany of the Subsidiaries in any Pre-Closing Tax Period), including interest paid therewith from the applicable Taxing Authority (net of all any Taxes thereon and reasonable out-of-pocket costs and expenses (including any taxes on a refund or on interest received or credited) which such Lender of the Buyer, the Company, or the Administrative Agent certifies that it has reasonably determined Subsidiaries) in respect of Taxes paid by the Company or any Subsidiary with respect to have been incurred in connection with obtaining such refund, credit or other tax benefitany Pre-Closing Tax Period; provided, however, that (i) such Persons will not be entitled to any Tax refunds or credits attributable to carrybacks from periods beginning after the Borrower agrees Closing Date. The Buyer shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with the Seller to repay, upon obtain Tax refunds or credits in lieu of Tax refunds that are described by the request of such Lender or immediately preceding sentence. The Buyer shall pay to the Administrative Agent, Seller and contribute to Company the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay of any such refund or credit within 10 days after receipt or utilization thereof; provided, however, the Buyer will not be required to make any payment to the Seller and the Company under this Section 11.6 with respect to such tax authorityTax refund or credit to the extent that the amount of such payment is in excess of the maximum amount of Taxes for which the Seller and the Rollover Stockholders could be required to indemnify the Buyer Indemnitees at such time taking into account the limitations in Article X, regardless of whether a claim for indemnification has been made by Buyer Indemnitees as of such time. To the extent permitted by applicable Law, the Buyer shall request (iiand shall cause the Company and the Subsidiaries to request) a Tax refund in cash rather than a credit against future Tax liabilities. In the event any previously referenced refund or credit is subsequently disallowed by an applicable Governmental Authority, the Seller shall promptly reimburse Buyer for the amount (up to the amount actually paid to the Seller pursuant to this Section 11.6) of such Lender disallowed refund or credit up to a period ending on the Administrative Agent12 month anniversary of the Closing Date. For the avoidance of doubt, as the case may be, shall have no obligation Seller and the Rollover Stockholders will not be entitled to cooperate any payment or other compensation for any reduction in Taxes payable with respect to any contest Tax year (or continue portion thereof) commencing after the Closing Date that is attributable to cooperate with respect to the carry-forward and application of any contest)losses, or to seek or claim any refunddeductions, credit credits or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this SectionTax attributes from a Pre-Closing Tax Period.

Refunds or Credits. If any Lender or the Administrative Agent ------------------- (i) receives a refund from a taxation authority in respect of any Indemnified Taxes or Other Taxes with respect to which the Borrower has paid additional amounts hereunder or (ii) claims any credit or other tax benefit (such credit to include any increase in any foreign tax credit) with respect to any Taxes or Other Taxes for which it has been indemnified by the Borrower and with respect to which the Borrower has paid additional amounts hereunder which refund, credit or other tax benefit in the sole judgment of such Lender or the Administrative Agent is directly attributable to any such Indemnified Tax or Other Tax paid, such Lender or the Administrative Agent shall promptly pay over to the Borrower the amount of such refund, credit or other tax benefit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower with respect to the Indemnified Taxes or Other Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including any taxes on a refund or on interest received or credited) which such Lender or the Administrative Agent certifies that it has reasonably determined to have been incurred in connection with obtaining such refund, credit or other tax benefit; provided, however, that -------- ------- (i) the Borrower agrees to repay, upon the request of such Lender or the Administrative Agent, the amount paid over to the Borrower (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund or credit to such tax authority, (ii) such Lender or the Administrative Agent, as the case may be, shall have no obligation to cooperate with respect to any contest (or continue to cooperate with respect to any contest), or to seek or claim any refund, credit or other tax benefit if such Lender or the Administrative Agent determines that its interest would be materially adversely affected by so cooperating (or continuing to cooperate) or by seeking or claiming any such refund, credit or other tax benefit and (iii) the Borrower shall not have any right to examine the tax returns or other records of any Lender or the Administrative Agent or to obtain any information with respect thereto by reason of the provisions of this Section or any judgment or determination made by any Lender or the Administrative Agent pursuant to this Section.other