Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. Purchaser or the Company shall promptly pay to Seller any refunds or credits (including interest thereon) relating to Taxes for which Seller may be liable under Section 4.3(a) hereof. For purposes of this Section 4.3(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 Tax Return or an adjustment 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. Purchaser Purchaser, the Company or the Company Affiliated Companies shall promptly pay to Seller Sellers any refunds or credits (including interest thereon) relating to of Taxes for which Seller Sellers may be liable under Section 4.3(a4.3(b) hereof. For purposes of this Section 4.3(d), the terms term "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 offset and receipt of a refund shall occur upon the filing of a Tax Return return or an adjustment therein thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of SellerSellers, 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 Company Material Adverse Effect in the 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, Purchaser 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 consentSellers' consent (which shall not be unreasonably withheld).

Refunds or Credits. Purchaser or the Company Buyer and FHPS shall promptly pay to Seller the Company any refunds or credits (including interest paid to Buyer thereon) relating to Taxes for which Seller the Company may be liable under Section 4.3(a) 5.10 hereof. For purposes of this Section 4.3(d5.10(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 Tax Return or an adjustment therein therein, using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request and cost of Sellerthe Company, Purchaser Buyer shall prepare and file, file or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Purchaser Buyer shall not be required to file such claims for refund to the extent such claims claim for refund would have a Purchaser Material Adverse Effect on Buyer or FHPS in the future future, or to the extent the such claims for refund relate to a carryback of an item. Purchaser Buyer shall be entitled to all other refunds and credits of Taxes; provided, however, Purchaser 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 Sellerthe Company's consent.

Refunds or Credits. At the reasonable request of Seller, Purchaser shall cooperate, or cause the Company shall promptly pay 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(a) hereof4.3(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(d4.3(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 Tax Return return or an adjustment therein 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 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. Purchaser EFT or the Company Corporation shall promptly pay to Seller Shareholder any refunds or credits (including interest thereon) relating to of Taxes for which Seller Shareholder may be liable under Section 4.3(a) hereof. For purposes of this Section 4.3(d7.6(d), the terms term "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 offset and receipt of a refund shall occur upon the filing of a Tax Return return or an adjustment therein thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of SellerShareholder, Purchaser EFT shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Purchaser EFT shall not be required to file such claims for refund to the extent such claims for refund would have a Purchaser Material Adverse Effect on the Corporation in the future periods or to the extent the claims for refund relate to a carryback of on an item. Purchaser EFT shall be entitled to all other refunds and credits of Taxes; provided, however, Purchaser it will not allow the amendment of any Tax Return relating to any Taxes for a period (period, or any portion thereof) , ending on or prior to the Closing Date Date, or the carryback of an item to a period ending prior to the Closing Date without SellerShareholder's written consent, which consent will not be unreasonably withheld.

Refunds or Credits. Purchaser Buyer or the Company shall promptly pay to Seller any refunds or credits (including interest thereon) relating to Taxes for which Seller may be liable under this Section 4.3(a) hereof4.3. For purposes of this Section 4.3(d4.3(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 Tax Return or an adjustment therein thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Purchaser Buyer shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Purchaser Buyer shall not be required to file such claims for refund to the extent such claims for refund would have a Purchaser Company Material Adverse Effect in the future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser Buyer shall be entitled to all other refunds and credits of Taxes; provided, however, Purchaser 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 the reasonable request of Seller, Purchaser shall cooperate, or cause the Company shall promptly pay 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(a) hereof4.3(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(d4.3(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 Tax Return return or an adjustment therein 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 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. The Purchaser or and the Company Companies shall promptly pay to Seller the Sellers any refunds or credits (including interest thereon) relating to of Taxes for which Seller the Sellers may be liable entitled under Section 4.3(a) hereof6.1(a). For purposes of this Section 4.3(d)6.5, the terms term "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 offset and receipt of a refund shall occur upon the filing of a Tax Return return or an adjustment therein 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 prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; providedPROVIDED, howeverHOWEVER, that the 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 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; providedPROVIDED, howeverHOWEVER, Purchaser 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 on or prior to the Closing Date without Seller's consentthe prior written consent of the Sellers' Representatives.

Refunds or Credits. Purchaser or the Company shall promptly pay to Seller any refunds or credits (including interest thereon) relating to Taxes for which Seller may be liable under Section 4.3(a) hereoftaxable periods ending on or prior to the Closing Date. For purposes of this Section 4.3(d(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 Tax Return return or an adjustment therein 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 Purchaser Company Material Adverse Effect in the 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, Purchaser 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. Purchaser Buyer or the Company shall promptly pay to Seller any refunds or credits (including interest thereon) relating to Taxes for which Seller may be liable under this Section 4.3(a) hereof4.3. For purposes of this Section 4.3(d4.3(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 Tax Return or an adjustment therein thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Seller, Purchaser Buyer shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; 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 Purchaser Company Material Adverse Effect in the future periods or to the extent the claims for refund relate to a carryback of an item. Purchaser Buyer shall be entitled to all other refunds and credits of Taxes; providedPROVIDED, howeverHOWEVER, Purchaser 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. Purchaser or the a Company shall promptly pay to Seller any refunds or credits (including interest thereon) relating to of Taxes for which Seller may be liable under Section 4.3(a4.2(b) hereof. For purposes of this Section 4.3(d4.2(d), the terms term "refund" and "creditREFUND" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Receipt offset and receipt of a refund shall occur upon the filing of a Tax Return return or an adjustment therein 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; providedPROVIDED, howeverHOWEVER, 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 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, Purchaser it will not allow the amendment of any Tax Return relating to any Taxes for a period Pre-Closing 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 consentconsent (which shall not be unreasonably withheld).

Refunds or Credits. Purchaser or the Company Buyer and FHPS shall promptly pay to Seller the Company any refunds or credits (including interest paid to Buyer thereon) relating to Taxes for which Seller the Company may be liable under Section 4.3(a) SECTION 5.10 hereof. For purposes of this Section 4.3(dSECTION 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 Tax Return or an adjustment therein therein, using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request and cost of Sellerthe Company, Purchaser Buyer shall prepare and file, file or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that Purchaser Buyer shall not be required to file such claims for refund to the extent such claims claim for refund would have a Purchaser Material Adverse Effect on Buyer or FHPS in the future future, or to the extent the such claims for refund relate to a carryback of an item. Purchaser Buyer shall be entitled to all other refunds and credits of Taxes; provided, however, Purchaser 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 Sellerthe Company's consent.

Refunds or Credits. Purchaser or the Company HSI shall promptly pay to Seller any refunds or credits (including interest thereon) relating to Taxes for which Seller may be liable under Section 4.3(aSECTION 4.1(a) hereof. For purposes of this Section 4.3(dSECTION 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 Tax Return or an adjustment 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; providedPROVIDED, howeverHOWEVER, 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; providedPROVIDED, howeverHOWEVER, 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. Purchaser At the reasonable request of Seller, Buyer shall cooperate, or the cause Company shall promptly pay or Water Subsidiaries to cooperate, with Seller in obtaining any refunds or credits (including interest thereon) 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(a) hereofthis Agreement; provided, however, that 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. Buyer, Company or Water Subsidiary, as applicable, shall be entitled to all other refunds and credits of Taxes; provided, however, 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(d)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 Tax Return return or an adjustment therein 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 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.