Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. 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, shall 106 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 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 7.01(d). In the event Buyer has any discretion to designate whether any credit or 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 the earliest taxable period to which it may be attributed. Each party shall promptly notify the other of any refund or credit which it receives or expects to receive which is for the account of the 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 Buyer with interest from the date of receipt by Buyer, and Seller shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer hereunder after receipt thereof by or on behalf of Seller with interest from the date of receipt by Seller.

Refunds or Credits. Any Except as otherwise set forth in this Agreement, to the extent any refunds or credits not reflected in the current assets on the Effective Date Balance Sheet with respect to Taxes paid by the Midstream Companies are attributable to taxable periods commencing before and ending on or before the Closing Date, such refunds or credits shall be for the account of TaxesSeller. Except as provided in the immediately succeeding sentence, to the extent that any refunds or credits with respect to Taxes paid by the Midstream Companies are attributable to taxable periods commencing on or after the Closing Date, such refunds or credits are attributable to Taxes (other than Assumed Taxes) for Pre-Closing Tax Periods, shall 106 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 they shall be for the account of Buyer. To the extent that such any refunds or credits with respect to taxes paid by the Midstream Companies are attributable to Taxes for a Bridge Tax Periodthe Straddle Period described in Section 11.3, such refunds or and credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 7.01(d)11.3. In Buyer shall cause the event Buyer has Midstream Companies to forward to Seller or to reimburse Seller for any discretion to designate whether any credit such refunds or 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 the earliest taxable period to which it may be attributed. Each party shall promptly notify the other of any refund or credit which it receives or expects to receive which is credits for the account of the other party. Buyer shall promptly forward to Seller or reimburse Seller for any refunds or credits due Seller hereunder after within 10 business days from receipt thereof by or on behalf any of Buyer with interest from or the date of receipt by Buyer, and Midstream Companies. Seller shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due for the account of Buyer hereunder after within 10 business days from receipt thereof by Seller. To the extent any such refund or on behalf credit is properly includable in the taxable income of the initial recipient, the amount forwarded or reimbursed to Seller with or Buyer, as the case may be, shall be reduced by a percentage of the amount of such refund or credit equal to the highest marginal federal income tax rate for the tax period in which the refund or credit is received. Any refunds or reimbursements not made within the 10 business day period specified above shall bear interest from the date of receipt received by Sellerthe refunding or reimbursing party at the Prime Rate.

Refunds or Credits. Any refunds (a) To the extent any refunds, interest or credits with respect to Taxes of Taxes, to the extent that such refunds a Target or credits a Subsidiary are attributable to Taxes (other than Assumed Taxes) for a Pre-Closing Tax PeriodsPeriod, shall 106 be for the account of Seller andsuch refunds, to the extent that such refunds interest or credits are attributable (net of any reasonable costs or expenses incurred to Taxes for Post-Closing Tax Periods or to Assumed Taxes they recover same) shall be for the account of the Sellers. Notwithstanding the foregoing, any such refunds, interest, credits or offsets of Taxes shall be for the account of the Buyer to the extent such refunds, interest, credits or offsets of Taxes are (A) attributable to the carryback from a taxable year or period that begins on or after the applicable Closing Date of items of loss, deduction or credit, or other Tax items of any Target or any Subsidiary (or any of their respective Affiliates, including the Buyer. ) or (B) included in any assets purchased by the Buyer hereunder. (b) To the extent that such refunds any refunds, interest or credits with respect to Taxes of a Target or a Subsidiary are attributable to Taxes for a Bridge Post-Closing Tax Period, such refunds refunds, interest or credits shall be for the account of the party who bears responsibility for Buyer. Notwithstanding the foregoing, any such refunds, interest, credits or offsets of Taxes pursuant to Section 7.01(d). In the event Buyer has any discretion to designate whether any credit or 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 the earliest taxable period to which it may be attributed. Each party shall promptly notify the other of any refund or credit which it receives or expects to receive which is for the account of the Sellers to the extent such refunds, interest, credits or offsets of Taxes are attributable to the carryforward from a taxable year or period that begins before the applicable Closing Date of items of loss, deduction or credit, or other partyTax items of any Target or any Subsidiary. To the extent any refunds, interest or credits with respect to Taxes paid by a Target or a Subsidiary are attributable to a Straddle Period, such refunds, interest or credits with respect to Taxes shall be apportioned between the Sellers and the Buyer based on the appropriate allocation method set forth in Section 6.3(b). (c) The Buyer shall promptly forward pay to Seller or reimburse Seller for the Sellers a sum equal to any refunds or interest actually received or credits due Seller hereunder after actually used to reduce the Tax Liability of the Buyer or its Affiliates (net of any costs or expenses incurred to recover same) that are for the account of the Sellers within ten Business Days from receipt thereof by or on behalf of Buyer with interest from the date of receipt on which any such credits are used by Buyer, and Seller shall promptly forward to the Buyer or reimburse any of its Affiliates, provided that solely with respect to any refunds, interest or credits related to Taxes, such amounts shall be subject to a right of set-off in respect of any claim a Buyer Indemnified Party may have against the Sellers. The Buyer shall have no obligation to pay to the Sellers any amount with regard to any refunds, interest or credits for any the account of the Sellers hereunder unless and until (and then only to the extent that) the Buyer actually receives such refunds or interest or uses such credits due Buyer hereunder after receipt thereof by to reduce its Tax liability or on behalf the Tax liability of Seller with interest from the date of receipt by Sellerits Affiliates.

Refunds or Credits. Any 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 Taxes taxable periods ending on or before the Closing Date (other than Assumed with respect to Section 338 Incremental Taxes) for Pre-Closing Tax Periods, shall 106 be for the account of Seller the Sellers, and, to the extent that such refunds or credits are attributable to Taxes for Post-taxable periods beginning after the Closing Tax Periods Date (and with respect to Section 338 Incremental Taxes), such refunds or to Assumed Taxes they credits shall be for the account of Buyer. To the extent that such refunds or credits are attributable to Taxes for a Bridge Tax Periodthe Closing Period that are described in Section 5.4(b), such refunds or and credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 7.01(d5.4(b). In Buyer shall cause the event Buyer has any discretion Company promptly to designate whether any credit or 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 forward to the earliest taxable period Sellers or to which it may be attributed. Each party shall promptly notify reimburse the other Sellers for any such refunds or credits due the Sellers pursuant to this subsection (c) after receipt thereof by either Buyer or the Company of any refund an aggregate of at least $5,000 of such refunds or credit which it receives or expects to receive which is credits that are for the account of the 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 Buyer with interest from the date of receipt by BuyerSellers hereunder, and Seller the Sellers shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due that are for the account of Buyer hereunder after receipt thereof by the Sellers of an aggregate of at least $5,000 of such refunds or on behalf credits that are for the account of Seller with interest Buyer hereunder; provided, however, that the refunding party shall be entitled to deduct from the date of receipt amount to be refunded all reasonable costs and expenses incurred by Sellersuch refunding party in obtaining such refund, but such deduction shall not be included in calculating whether the $5,000 refund and credit threshold noted above has been reached.

Refunds or Credits. 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, 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 106 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 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 7.01(d6.01(l). In the event Buyer or any of the Subsidiaries has any discretion to designate whether any credit or refund is attributable to a Pre- 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 the earliest taxable period to which it may be attributed. Each party shall promptly notify the other of any refund or credit which it receives or expects to receive which is for the account of the 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 Buyer with interest from the date of receipt by Buyer, and Seller shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer hereunder after receipt thereof by or on behalf of Seller with interest from the date of receipt by Seller.