Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. At the reasonable request of Seller, Purchaser shall cooperate, or cause the Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, relating to Taxes for which Seller may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent. For purposes of this Section 4.3(k), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash.

Refunds or Credits. At The Purchaser and the Companies shall promptly pay to the Sellers any refunds or credits of Taxes for which the Sellers may be entitled under Section 6.1(a). For purposes of this Section 6.5, the term "refund" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset and receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Sellerthe Sellers' Representatives and subject to the consent of the Purchaser (which consent shall not be unreasonably withheld), the Purchaser shall cooperateprepare and file, or cause the Seller Subsidiaries to cooperatebe prepared and filed, with Seller in obtaining any all claims for refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, relating to Taxes for which Seller may be liable under Section 4.3(i)such Taxes; PROVIDED, HOWEVER, that the Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect Material Adverse Effect in future periods or to the extent the claims for refund relate to a carryback of an item. The Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending on or prior to the Closing Date without Seller's consent. For purposes the prior written consent of this Section 4.3(k), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cashSellers' Representatives.

Refunds or Credits. At the reasonable request of Seller, Purchaser or a Company shall cooperate, or cause the promptly pay to Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, relating to Taxes for which Seller may be liable under Section 4.3(i4.2(b) hereof. For purposes of this Section 4.2(d), the term "REFUND" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset and receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect Material Adverse Effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on Pre-Closing Period (or prior to the Closing Date portion thereof) or the carryback of an item to a period ending prior to Closing without Seller's consent. For purposes of this Section 4.3(kconsent (which shall not be unreasonably withheld), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash.

Refunds or Credits. At the reasonable request of Seller, Purchaser or HSI shall cooperate, or cause the promptly pay to Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consentSECTION 4.1(a) hereof. For purposes of this Section 4.3(kSECTION 4.1(d), the terms "refundREFUND" and "creditCREDIT" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto therein using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a Material Adverse Effect in the future or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, Purchaser will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent, which consent shall not be unreasonably withheld.

Refunds or Credits. At the reasonable request of Seller, Purchaser shall cooperate, or cause the Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, relating to Taxes for which Seller may be liable under Section 4.3(i); PROVIDEDprovided, HOWEVERhowever, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDEDprovided, HOWEVERhowever, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent. For purposes of this Section 4.3(k), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash.

Refunds or Credits. At Purchaser or the reasonable request of Seller, Purchaser Company shall cooperate, or cause the promptly pay to Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future taxable periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consentDate. For purposes of this Section 4.3(k(d), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a Company Material Adverse Effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; provided, however, it will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's prior written consent.

Refunds or Credits. At Buyer or the reasonable request of Seller, Purchaser Company shall cooperate, or cause the promptly pay to Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller may be liable under this Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent4.3. For purposes of this Section 4.3(k4.3(h), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Buyer shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; PROVIDED, HOWEVER, that Buyer shall not be required to file such claims for refund to the extent such claims for refund would have a Company Material Adverse Effect in future periods or to the extent the claims for refund relate to a carryback of an item. Buyer shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, Buyer will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent.

Refunds or Credits. At Purchaser or the reasonable request of Seller, Purchaser Company shall cooperate, or cause the promptly pay to Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent4.3(a) hereof. For purposes of this Section 4.3(k4.3(d), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto therein using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a Purchaser Material Adverse Effect in the future or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; provided, however, Purchaser will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent.

Refunds or Credits. At the reasonable request of Seller, Purchaser Buyer shall cooperate, or cause the Seller Company or Water Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller or any of its Affiliates (other than Company or a Water Subsidiary) may be liable under Section 4.3(i)this Agreement; PROVIDEDprovided, HOWEVERhowever, that Purchaser Buyer shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser Buyer, Company or Water Subsidiary, as applicable, shall be entitled to all other refunds and credits of Taxes; PROVIDEDprovided, HOWEVERhowever, it will that Buyer shall not allow the amendment of any Tax Return relating to any Taxes of Company or any Water Subsidiary for a period ending on or prior to the Closing Date or the carryback of an item to a period ending on or prior to the Closing Date without Seller's consent. For purposes of this Section 4.3(k)paragraph, the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash.

Refunds or Credits. At Buyer and FHPS shall promptly pay to the reasonable request of Seller, Purchaser shall cooperate, or cause the Seller Subsidiaries to cooperate, with Seller in obtaining Company any refunds or credits (including interest paid to Buyer thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller the Company may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consentSECTION 5.10 hereof. For purposes of this Section 4.3(kSECTION 5.10(f), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax tax offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto therein, using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request and cost of the Company, Buyer shall prepare and file or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Buyer shall not be required to file such claims for refund to the extent such claim for refund would have a Material Adverse Effect on Buyer or FHPS in the future, or to the extent such claims for refund relate to a carryback of an item. Buyer shall be entitled to all other refunds and credits of Taxes; provided, however, Buyer will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending on or prior to Closing without the Company's consent.

Refunds or Credits. At Buyer and FHPS shall promptly pay to the reasonable request of Seller, Purchaser shall cooperate, or cause the Seller Subsidiaries to cooperate, with Seller in obtaining Company any refunds or credits (including interest paid to Buyer thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller the Company may be liable under Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent5.10 hereof. For purposes of this Section 4.3(k5.10(f), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax tax offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto therein, using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request and cost of the Company, Buyer shall prepare and file or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Buyer shall not be required to file such claims for refund to the extent such claim for refund would have a Material Adverse Effect on Buyer or FHPS in the future, or to the extent such claims for refund relate to a carryback of an item. Buyer shall be entitled to all other refunds and credits of Taxes; provided, however, Buyer will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending on or prior to Closing without the Company's consent.

Refunds or Credits. At Purchaser, the reasonable request of Seller, Purchaser Company or the Affiliated Companies shall cooperate, or cause the Seller Subsidiaries promptly pay to cooperate, with Seller in obtaining Sellers any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, relating to Taxes for which Seller Sellers may be liable under Section 4.3(i4.3(b) hereof. For purposes of this Section 4.3(d), the term "refund" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset and receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Sellers, Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; PROVIDEDprovided, HOWEVERhowever, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect Company Material Adverse Effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDEDprovided, HOWEVERhowever, it will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent. For purposes of this Section 4.3(kSellers' consent (which shall not be unreasonably withheld), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash.

Refunds or Credits. At Buyer or the reasonable request of Seller, Purchaser Company shall cooperate, or cause the promptly pay to Seller Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon), other than any refunds or credits on the December 31, 1997 financial statements of the Seller Subsidiaries, ) relating to Taxes for which Seller may be liable under this Section 4.3(i); PROVIDED, HOWEVER, that Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a material adverse effect in future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser shall be entitled to all other refunds and credits of Taxes; PROVIDED, HOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent4.3. For purposes of this Section 4.3(k4.3(h), the terms "refund" and "credit" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Buyer shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Buyer shall not be required to file such claims for refund to the extent such claims for refund would have a Company Material Adverse Effect in future periods or to the extent the claims for refund relate to a carryback of an item. Buyer shall be entitled to all other refunds and credits of Taxes; provided, however, Buyer will not allow the amendment of any Tax Return relating to any Taxes for a period (or portion thereof) ending on or prior to the Closing Date or the carryback of an item to a period ending prior to Closing without Seller's consent.