Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. Any refunds or credits of Taxes of any 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 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 such refund claim. Xxxxxx shall cause each of the Target Corporations to forward to Accel any such credit within 10 days after the credit is allowed or applied against other Tax liability; provided, however, that any such amounts payable to Accel shall be (i) net of any future tax cost to Xxxxxx or any Target Corporation attributable to the turnaround of a temporary difference created or changed by the refund claim and such turnaround occurs in any period which begins after the Closing Date, and (ii) net of any Tax cost or benefit to Xxxxxx or such Target 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 treat any payments under the preceding sentence that Accel shall receive pursuant to 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 of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoing, the 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 be governed by the provisions of Section 12.5.

Refunds or Credits. Any refunds (a) To the extent any refunds, interest or credits of with respect to Taxes of a Target or a Subsidiary are attributable to a Pre-Closing Tax Period, such refunds, interest or credits (net of any of the Target Corporations for any taxable period ending on reasonable costs or before the Closing Date expenses incurred to recover same) shall be for the account of Accel unless the Sellers. Notwithstanding the foregoing, any such refunds refunds, interest, credits or credits are reflected on the Combined Closing Date Balance Sheet. Any refunds or credits offsets 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 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 any refunds, interest or 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 Taxes of a Target or a Subsidiary are attributable to a Post-Closing Tax Period, such refund claim. Xxxxxx refunds, interest or credits shall cause each be for the account of the Target Corporations to forward to Accel any such credit within 10 days after the credit is allowed or applied against other Tax liability; provided, however, that any such amounts payable to Accel shall be (i) net of any future tax cost to Xxxxxx or any Target Corporation attributable to the turnaround of a temporary difference created or changed by the refund claim and such turnaround occurs in any period which begins after the Closing Date, and (ii) net of any Tax cost or benefit to Xxxxxx or such Target 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 treat any payments under the preceding sentence that Accel shall receive pursuant to 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 of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposesBuyer. Notwithstanding the foregoing, any such refunds, interest, credits or offsets of Taxes shall be for the control account of the prosecution of a claim for refund 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 Tax items of any Target or any Subsidiary. To the extent any refunds, interest or credits with respect to Taxes paid pursuant by a Target or a Subsidiary are attributable to a deficiency assessed subsequent 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 pay to the Closing Date as Sellers a result sum equal to any refunds or interest actually received or credits actually used to reduce the Tax Liability of an audit 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 or from the date on which any such credits are used by the Buyer or any of its Affiliates, provided that solely with respect to any refunds, interest or credits related to Taxes, such amounts shall be governed by subject to a right of set-off in respect of any claim a Buyer Indemnified Party may have against the provisions Sellers. The Buyer shall have no obligation to pay to the Sellers any amount with regard to any refunds, interest or credits for the account of Section 12.5the Sellers hereunder unless and until (and then only to the extent that) the Buyer actually receives such refunds or interest or uses such credits to reduce its Tax liability or the Tax liability of its Affiliates.

Refunds or Credits. Any Except as otherwise set forth in this Agreement, to the extent any refunds or credits of not reflected in the current assets on the Effective Date Balance Sheet with respect to Taxes of any of paid by the Target Corporations for any Midstream Companies are attributable to taxable period periods commencing before and ending on or before the Closing Date Date, such refunds or credits shall be for the account of Accel unless Seller. 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 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 XxxxxxBuyer. Any refunds or credits of Taxes of any of To 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 extent that any refunds or credits with respect to which Accel is entitled under this taxes paid by the Midstream Companies are attributable to the Straddle Period described in Section 12.411.3, such refunds and credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 11.3. Xxxxxx Buyer shall permit Accel cause the Midstream Companies to control forward to Seller or to reimburse Seller for any such refunds or credits for the prosecution account of Seller within 10 business days from receipt thereof by any of Buyer or the Midstream Companies. Seller shall forward to Buyer or reimburse Buyer for any refunds or credits for the account of Buyer within 10 business days from receipt thereof by Seller. To the extent any such refund claim and, where deemed appropriate by Accel, shall cause or credit is properly includable in the each taxable income of the Target Corporations initial recipient, the amount forwarded or reimbursed to authorize by appropriate powers of attorney such persons as Accel shall designate to represent such Target Corporation with respect to such refund claim. Xxxxxx shall cause each of the Target Corporations to forward to Accel any such credit within 10 days after the credit is allowed Seller or applied against other Tax liability; provided, however, that any such amounts payable to Accel shall be (i) net of any future tax cost to Xxxxxx or any Target Corporation attributable to the turnaround of a temporary difference created or changed by the refund claim and such turnaround occurs in any period which begins after the Closing Date, and (ii) net of any Tax cost or benefit to Xxxxxx or such Target CorporationBuyer, as the case may be, attributable to shall be reduced by a percentage of the receipt amount of such refund and/or the payment of such amounts to Accel. Accel and Xxxxxx shall treat any payments under the preceding sentence that Accel shall receive pursuant to this Section 12.4 as an adjustment or credit equal to the Purchase Price, unless a final determination (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 include bear interest from the execution of a Form 870-AD or successor form) with respect to Xxxxxx or any of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoing, the 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 be governed date received by the provisions of Section 12.5refunding or reimbursing party at the Prime Rate.

Refunds or Credits. Any (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, shall be for the account of the Seller, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Closing Date, such refunds or credits shall be for the account of the Purchaser. The Purchaser shall, and shall cause each Company to, promptly forward to the Seller or to reimburse the Seller for any such refunds or credits due the Seller after receipt thereof by the Purchaser or any Company. (b) If the examination of any federal, state, local or other tax return of the Target Corporations Seller or any Company 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 taxable period ending on or before the Closing Date shall be Date, and that will permit the Purchaser to increase deductions, losses or tax credits or decrease income, gains or recapture of tax credits that would otherwise (but for such adjustments) have been taken or reported with respect to the account of Accel unless such refunds Purchaser or credits are reflected on the Combined Closing Date Balance Sheet. Any refunds any Company for one or credits of Taxes of any of the Target Corporations for any taxable period beginning more periods ending after the Closing Date shall be for Date, the account of Xxxxxx. Any refunds or credits of Taxes of any Seller will notify the Purchaser and provide it with adequate information so that it can reflect on tax returns of the Target Corporations for Purchaser or any Straddle Period shall be equitably apportioned between Accel and XxxxxxCompany such increases in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. 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 With respect to such refund claim. Xxxxxx shall cause each increases or decreases on tax returns of the Target Corporations Purchaser or any Company, the Purchaser shall pay to forward to Accel any such credit within 10 days after the credit is allowed or applied against other Seller the amounts by which the aggregate of all Tax liability; providedBenefits (as hereinafter defined) which result therefrom exceeds $10,000, however, that any such amounts payable to Accel shall be paid when and as such Tax Benefits in excess of $10,000 are realized. (ic) net If the examination of any future federal, state, local or other tax cost to Xxxxxx return of the Purchaser or any Target Corporation attributable to the turnaround of a temporary difference created Company shall result (by settlement or changed by the refund claim and such turnaround occurs otherwise) in any adjustment that decreases deductions, losses or other tax credits for any period which begins beginning after the Closing Date, and that will permit the Seller or any Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (iibut for such adjustment) net of any Tax cost have been taken or benefit to Xxxxxx or such Target Corporation, as the case may be, attributable reported with respect to the receipt Seller -36- 44 or any Company for one or more periods before the Closing Date, the Purchaser will notify the Seller and provide it 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 such refund and/or tax credits. The Seller shall pay to the payment Purchaser the amounts by which the aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to Accel. Accel be paid when and Xxxxxx as such Tax Benefits in excess of $10,000 are realized. (d) As used in this Agreement, the term "TAX BENEFITS" shall treat any payments under mean, in the preceding sentence that Accel shall receive pursuant to this Section 12.4 as an adjustment case of a separate state, local or other tax return, the sum of the amount by which the tax liability of such corporation or entity to the Purchase Priceappropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, unless a final determination (which shall include and in the execution case of a Form 870-AD consolidated federal income tax return or successor form) with respect to Xxxxxx similar state, local or any other tax return, the sum of its affiliates causes any such payment not to be treated as an adjustment the amount by which the tax liability of the affiliated group of corporations or entities to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoingappropriate government or jurisdiction is reduced (including by refund), the control of the prosecution of a claim for refund of Taxes paid pursuant and any interest from such government or jurisdiction relating to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 12.5such tax liability.

Refunds or Credits. Any (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, shall be for the account of the Shareholder, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Closing Date (including a Section 338 return), such refunds or credits shall be for the account of Buyer. Buyer shall cause the Company promptly to forward to the Shareholder or to reimburse the Shareholder for any such refunds or credits due the Shareholder after receipt thereof by any of Buyer or the Company and the Shareholder shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer after receipt thereof by the Shareholder. (b) If an audit examination of any federal income tax return of the Target Corporations Shareholder, or the Company for any taxable period periods ending on or before the Closing Date by the IRS shall be for result (by settlement or otherwise) in any adjustment the account effect of Accel unless such refunds which is to increase deductions, losses or tax credits are or decrease income, gains or recapture of tax credits (the "Changes") reflected on the Combined Closing Date Balance Sheet. Any refunds or credits of Taxes of any of the Target Corporations Buyer's ------- consolidated federal income tax return for any taxable period beginning after the Closing Date shall be for the account of Xxxxxx. Any refunds or 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 such refund claim. Xxxxxx shall cause each of the Target Corporations to forward to Accel any such credit within 10 days after the credit is allowed or applied against other Tax liability; provided, however, that any such amounts payable to Accel shall be (i) net of any future tax cost to Xxxxxx or any Target Corporation attributable to the turnaround of a temporary difference created or changed by the refund claim and such turnaround occurs in any period which begins periods commencing after the Closing Date, the Shareholder will notify Buyer (Buyer and (ii) net the Shareholder, for the purposes of any Tax cost or benefit this subsection 12.03(b), shall be deemed to Xxxxxx or such Target Corporationinclude, 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 treat any payments under the preceding sentence that Accel shall receive pursuant to 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 of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoingwhere appropriate, the control consolidated group for federal income tax purposes of which such party is a member) and provide it with all necessary information so that it can reflect on the prosecution Tax Returns of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to Buyer or the Closing Date Company any appropriate Changes. If as a result of such Changes, Buyer enjoys a net federal income tax benefit (the federal income tax for purposes of this Agreement, shall include the alternative minimum tax) from an increase in deductions, losses or tax credits and/or a decrease in the income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in, deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by Buyer as a result in such Changes) ("Buyer Benefits") for all -------------- taxable periods commencing after the Closing Date, Buyer shall promptly make payments to the Shareholder as and when Buyer realizes such Buyer Benefits. For purposes of this subsection 12.03(b), if a net operating loss of Buyer is increased as a result of the use of Buyer Benefits, Buyer shall be deemed to have realized Buyer Benefits in an amount equal to forty one percent (41%) of such increase. Such Buyer Benefits will be claimed (in a manner to be determined by Buyer in Buyer's reasonable judgment) on the appropriate federal income tax returns commencing with its next federal income tax return after it has received all necessary information from the Shareholder, or in amended returns or claims for refund filed within a reasonable period of time after Buyer receives all necessary information. In addition, if Buyer unreasonably fails to claim such Buyer Benefits as described in this paragraph, Buyer shall be liable to the Shareholder for the amount it would have been required to pay to the Shareholder under this subsection 12.03(b) if such Buyer Benefits had been claimed by Buyer. (c) If an audit examination of any federal income tax return of Buyer, or the Company for taxable periods commencing after the Closing Date by the IRS shall result (by settlement or otherwise) in any Change reflected on Shareholder's consolidated federal income tax return for any taxable periods ending on or before the Closing Date, Buyer will notify the Shareholder and provide it with all necessary information so that it can reflect on the Tax Returns of the Shareholder or the Company any appropriate Changes. If as a result of such Changes, the Shareholder enjoys a net federal income tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by the Shareholder as a result of such Changes) ("Shareholder Benefits") for all --------------------- taxable periods ending on or before the Closing Date, the Shareholder shall promptly make payments to Buyer as and when the Shareholder realizes such Shareholder Benefits. For purposes of this subsection 12.03(c), if a net operating loss of Shareholder is increased as a result of the use of Shareholder Benefits, Shareholder shall be governed deemed to have realized Shareholder Benefits in an amount equal to forty one percent (41%) of such increase. Such Shareholder Benefits will be claimed (in a manner to be determined by the provisions Shareholder in the Shareholder's reasonable judgment) on the appropriate federal income tax returns commencing with its next federal income tax return, after it has received all necessary information from Buyer, or in amended returns or claims for refund filed within a reasonable period of Section 12.5time after the Shareholder receives all necessary information. In addition, if the Shareholder unreasonably fails to claim such Shareholder Benefits as described in this paragraph, the Shareholder shall be liable to Buyer for the amount it would have been required to pay to Buyer under this subsection 12.03(c) if such Shareholder Benefits had been claimed by the Shareholder.

Refunds or Credits. Any The Buyer shall pay to the Sellers an amount equal to any Tax refunds or credits actually received in cash, including interest paid therewith, in respect of Taxes of any of paid by the Target Corporations for Entities other than Etratech Opco with respect to any taxable period ending on Pre-Closing Tax Period or before the Pre-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 credits of Taxes of any of the Target Corporations for any Straddle Period to the extent any such Taxes were attributed to such Pre-Closing Tax Period or Pre-Closing Straddle Period pursuant to Section 11.1. The Buyer shall be equitably apportioned between Accel and Xxxxxx. Xxxxxx shall, if Accel so requests and at Accel's expense, cause any of pay to 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 Sellers the prosecution amount 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 such refund claim. Xxxxxx shall cause each of the Target Corporations to forward to Accel any such credit within 10 days after receipt thereof. The Buyer shall reasonably cooperate, and shall cause the credit is allowed or applied against Target Entities other than Etratech Opco to reasonably cooperate, with the Sellers in filing any claims for Tax liability; provided, however, that any such amounts payable to Accel shall be (i) net refunds in respect of any future tax cost to Xxxxxx or any Target Corporation attributable to the turnaround of a temporary difference created or changed Taxes paid by the refund claim and such turnaround occurs in any period which begins after the Target Entities other than Etratech Opco for a Pre-Closing DateTax Period or Pre-Closing Straddle Period and, and (ii) net of any Tax cost or benefit to Xxxxxx or such Target 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 treat any payments under the preceding sentence that Accel shall receive pursuant to 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 Tax refunds for any Pre-Closing Tax Period or any of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoingPre-Closing Straddle Period, the control Buyer will elect SHARE AND ASSET PURCHASE AGREEMENT to receive such Tax refunds in cash (as opposed to credits), if possible and if such election does not adversely affect the Buyer in some manner unrelated to receipt of the prosecution of credit. In the event any Seller receives a claim cash refund for refund Taxes, including any interest paid therewith, in respect of Taxes paid pursuant by the Buyer or the Target Entities other than Etratech Opco with respect to any Post-Closing Straddle Period or Post-Closing Tax Period that is not a deficiency assessed subsequent Straddle Period, such Seller shall pay such amount to the Closing Date as a result of an audit shall be governed by the provisions of Section 12.5Buyer within 10 days after receipt thereof.

Refunds or Credits. Any (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, shall be for the account of the Shareholder, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Closing Date (including a Section 338 return), such refunds or credits shall be for the account of Buyer. Buyer shall cause the Company promptly to forward to the Shareholder or to reimburse the Shareholder for any such refunds or credits due the Shareholder after receipt thereof by any of Buyer or the Company and the Shareholder shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer after receipt thereof by the Shareholder. (b) If an audit examination of any federal income tax return of the Target Corporations Shareholder, or the Company for any taxable period periods ending on or before the Closing Date by the IRS shall be for result (by settlement or otherwise) in any adjustment the account effect of Accel unless such refunds which is to increase deductions, losses or tax credits are or decrease income, gains or recapture of tax credits (the "Changes") reflected on the Combined Closing Date Balance Sheet. Any refunds or credits of Taxes of any of the Target Corporations Buyer's consolidated federal income tax return for any taxable period beginning after the Closing Date shall be for the account of Xxxxxx. Any refunds or 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 such refund claim. Xxxxxx shall cause each of the Target Corporations to forward to Accel any such credit within 10 days after the credit is allowed or applied against other Tax liability; provided, however, that any such amounts payable to Accel shall be (i) net of any future tax cost to Xxxxxx or any Target Corporation attributable to the turnaround of a temporary difference created or changed by the refund claim and such turnaround occurs in any period which begins periods commencing after the Closing Date, the Shareholder will notify Buyer (Buyer and (ii) net the Shareholder, for the purposes of any Tax cost or benefit this subsection 12.03(b), shall be deemed to Xxxxxx or such Target Corporationinclude, 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 treat any payments under the preceding sentence that Accel shall receive pursuant to 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 of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoingwhere appropriate, the control consolidated group for federal income tax purposes of which such party is a member) and provide it with all necessary information so that it can reflect on the prosecution Tax Returns of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to Buyer or the Closing Date Company any appropriate Changes. If as a result of such Changes, Buyer enjoys a net federal income tax benefit (the federal income tax for purposes of this Agreement, shall include the alternative minimum tax) from an increase in deductions, losses or tax credits and/or a decrease in the income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in, deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by Buyer as a result in such Changes) ("Buyer Benefits") for all taxable periods commencing after the Closing Date, Buyer shall promptly make payments to the Shareholder as and when Buyer realizes such Buyer Benefits. For purposes of this subsection 12.03(b), if a net operating loss of Buyer is increased as a result of the use of Buyer Benefits, Buyer shall be deemed to have realized Buyer Benefits in an amount equal to forty one percent (41%) of such increase. Such Buyer Benefits will be claimed (in a manner to be determined by Buyer in Buyer's reasonable judgment) on the appropriate federal income tax returns commencing with its next federal income tax return after it has received all necessary information from the Shareholder, or in amended returns or claims for refund filed within a reasonable period of time after Buyer receives all necessary information. In addition, if Buyer unreasonably fails to claim such Buyer Benefits as described in this paragraph, Buyer shall be liable to the Shareholder for the amount it would have been required to pay to the Shareholder under this subsection 12.03(b) if such Buyer Benefits had been claimed by Buyer. (c) If an audit examination of any federal income tax return of Buyer, or the Company for taxable periods commencing after the Closing Date by the IRS shall result (by settlement or otherwise) in any Change reflected on Shareholder's consolidated federal income tax return for any taxable periods ending on or before the Closing Date, Buyer will notify the Shareholder and provide it with all necessary information so that it can reflect on the Tax Returns of the Shareholder or the Company any appropriate Changes. If as a result of such Changes, the Shareholder enjoys a net federal income tax benefit from an increase in deductions, losses or tax credits and/or a decrease in the income, gains or recapture of tax credits (after taking into account the deferral of, or decrease in deductions, losses or tax credits, or acceleration of, or increase in, income, gain or recapture of tax credits suffered by the Shareholder as a result of such Changes) ("Shareholder Benefits") for all taxable periods ending on or before the Closing Date, the Shareholder shall promptly make payments to Buyer as and when the Shareholder realizes such Shareholder Benefits. For purposes of this subsection 12.03(c), if a net operating loss of Shareholder is increased as a result of the use of Shareholder Benefits, Shareholder shall be governed deemed to have realized Shareholder Benefits in an amount equal to forty one percent (41%) of such increase. Such Shareholder Benefits will be claimed (in a manner to be determined by the provisions Shareholder in the Shareholder's reasonable judgment) on the appropriate federal income tax returns commencing with its next federal income tax return, after it has received all necessary information from Buyer, or in amended returns or claims for refund filed within a reasonable period of Section 12.5time after the Shareholder receives all necessary information. In addition, if the Shareholder unreasonably fails to claim such Shareholder Benefits as described in this paragraph, the Shareholder shall be liable to Buyer for the amount it would have been required to pay to Buyer under this subsection 12.03(c) if such Shareholder Benefits had been claimed by the Shareholder.

Refunds or Credits. Any (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes of any of Taxes, to the Target Corporations for any extent that such refunds or credits are attributable to taxable period periods ending on or before the Closing Date Date, shall be for the account of Accel unless Seller, and, to the extent that 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 attributable to taxable period periods beginning after the Closing Date Date, such refunds or credits shall be for the account of XxxxxxBuyer. Any There will be no such refund or credit on the most recent Financial Statements of the Company as an asset of the Company on the Closing Date. Buyer shall cause the Company promptly to forward to Seller or to reimburse Seller for any such refunds or credits of Taxes due Seller after receipt thereof by Buyer or the Company. (b) If the examination of any federal, state, local or other tax return of Seller or the Target Corporations Company 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 Straddle Period shall be equitably apportioned between Accel period ending on or before or including the Closing Date, and Xxxxxx. Xxxxxx shall, if Accel so requests and at Accel's expense, cause any that will permit Buyer to increase recapture of the Target Corporations to file tax credits that would otherwise (but for and obtain any refunds such adjustments) have been taken 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 reported with respect to such refund claim. Xxxxxx shall cause each of Buyer or the Target Corporations to forward to Accel any such credit within 10 days Company for one or more periods ending after the credit is allowed Closing Date, Seller will notify Buyer and provide it with adequate information so that it can reflect on tax returns of Buyer or applied against other the Company 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 Buyer or the Company, Buyer shall pay to Seller the amounts by which the aggregate of all Tax liability; providedBenefits which result therefrom exceeds Ten Thousand Dollars ($10,000), however, that any such amounts payable to Accel shall be paid when and as such Tax Benefits in excess of $10,000 are realized. (ic) net If the examination of any future tax cost to Xxxxxx Tax return of Buyer or any Target Corporation attributable to the turnaround of a temporary difference created Company shall result (by settlement or changed by the refund claim and such turnaround occurs otherwise) in any adjustment that decreases deductions, losses or other tax credits for any period which begins beginning after the Closing Date, and that will permit Seller or the Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (iibut for such adjustment) net have been taken or reported with respect to Seller or the Company for one or more periods before the Closing Date, Buyer will notify Seller and provide it 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 any tax credits. Seller shall pay to Buyer the amounts by which the aggregate of all Tax cost or benefit to Xxxxxx or such Target CorporationBenefits which result therefrom exceeds $10,000, as the case may be, attributable to the receipt of such refund and/or the payment of such amounts to Accel. Accel be paid when and Xxxxxx shall treat any payments under the preceding sentence that Accel shall receive pursuant to this Section 12.4 as an adjustment to the Purchase Price, unless a final determination (which shall include the execution such Tax Benefits in excess of a Form 870-AD or successor form) with respect to Xxxxxx or any of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States Federal Income Tax purposes. Notwithstanding the foregoing, the 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 be governed by the provisions of Section 12.5$10,000 are realized.