Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, 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 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 period ending on or before the Closing 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 Purchaser or any Company for one or more periods ending after the Closing Date, the Seller will notify the Purchaser and provide it with adequate information so that it can reflect on tax returns of the Purchaser or any 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 the Purchaser or any Company, the Purchaser shall pay to the Seller the amounts by which the aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realized. (c) If the examination of any federal, state, local or other tax return of the Purchaser or any Company shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or other tax credits for any period 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 (but for such adjustment) have been taken or reported with respect to the 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 tax credits. The Seller shall pay to the Purchaser the amounts by which the aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realized. (d) As used in this Agreement, the term "TAX BENEFITS" shall mean, in the 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 appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the case of a consolidated federal income tax return or similar state, local or other tax return, the sum of the amount by which the tax liability of the affiliated group of corporations or entities to the appropriate government or jurisdiction is reduced (including by refund), and any interest from such government or jurisdiction relating to such tax liability.

Refunds or Credits. (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, shall be for the account of the SellerShareholder, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Closing DateDate (including a Section 338 return), such refunds or credits shall be for the account of the PurchaserBuyer. The Purchaser shall, and Buyer shall cause each the Company to, promptly to forward to the Seller Shareholder or to reimburse the Seller Shareholder for any such refunds or credits due the Seller 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 Purchaser or any CompanyShareholder. (b) If the an audit examination of any federal, state, local or other federal income tax return of the Seller Shareholder, or any the Company for taxable periods ending on or before the Closing Date by the IRS shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or tax credits or increases income, gains or recapture the effect of tax credits for any period ending on or before the Closing Date, and that will permit the Purchaser which is to increase deductions, losses or tax credits or decrease income, gains or recapture of tax credits that would otherwise (but the "Changes") reflected on Buyer's consolidated federal income tax return for such adjustments) have been taken or reported with respect to the Purchaser or any Company for one or more taxable periods ending commencing after the Closing Date, the Seller Shareholder will notify Buyer (Buyer and the Purchaser Shareholder, for the purposes of this subsection 12.03(b), shall be deemed to include, where appropriate, the consolidated group for federal income tax purposes of which such party is a member) and provide it with adequate all necessary information so that it can reflect on the Tax Returns of Buyer or the Company any appropriate Changes. If as a result of such Changes, Buyer enjoys a net federal income tax returns benefit (the federal income tax for purposes of this Agreement, shall include the Purchaser or any Company such increases alternative minimum tax) from an increase in deductions, losses or tax credits or decreases 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. With respect 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 increases or decreases 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 Purchaser or any Company, Shareholder for the Purchaser shall amount it would have been required to pay to the Seller the amounts Shareholder under this subsection 12.03(b) if such Buyer Benefits had been claimed by which the aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realizedBuyer. (c) If the an audit examination of any federal, state, local or other federal income tax return of Buyer, or the Purchaser or any Company for taxable periods commencing after the Closing Date by the IRS shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or other Change reflected on Shareholder's consolidated federal income tax credits return for any period beginning after taxable periods ending on or before the Closing Date, Buyer will notify the Shareholder and provide it with all necessary information so that will permit it can reflect on the Seller Tax Returns of the Shareholder or the Company any Company to 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 or and/or a decrease in the income, gains or recapture of tax credits that would otherwise (but 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 such adjustment) have been taken all taxable periods ending on or reported with respect to the Seller -36- 44 or any Company for one or more periods before the Closing Date, the Purchaser 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 deemed to have realized Shareholder Benefits in an amount equal to forty one percent (41%) of such increase. Such Shareholder Benefits will notify the Seller and provide it with adequate information so that it can reflect on its return such increases be claimed (in deductions, losses or tax credits or decreases in income, gains or recapture of tax credits. The Seller shall pay to the Purchaser the amounts by which the aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts a manner to be paid when and as such Tax Benefits in excess of $10,000 are realized. (d) As used in this Agreement, determined by the term "TAX BENEFITS" shall mean, Shareholder in the case of a separate state, local or other 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 time after the sum of 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 which the tax liability of such corporation or entity to the appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the case of a consolidated federal income tax return or similar state, local or other tax return, the sum of the amount by which the tax liability of the affiliated group of corporations or entities to the appropriate government or jurisdiction is reduced (including by refund), and any interest from such government or jurisdiction relating to such tax liabilityShareholder.

Refunds or Credits. (a) Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, 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 Buyer. There will be no such refund or credit on the Purchasermost recent Financial Statements of the Company as an asset of the Company on the Closing Date. The Purchaser shall, and Buyer shall cause each the Company to, promptly to forward to the Seller or to reimburse the Seller for any such refunds or credits due the Seller after receipt thereof by Buyer or the Purchaser or any Company. (b) If the examination of any federal, state, local or other tax return of the Seller or any the 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 period ending on or before or including the Closing Date, and that will permit the Purchaser Buyer 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 Buyer or the Purchaser or any Company for one or more periods ending after the Closing Date, the Seller will notify the Purchaser Buyer and provide it with adequate information so that it can reflect on tax returns of Buyer or the Purchaser or any 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 Purchaser or any Company, the Purchaser Buyer shall pay to the Seller the amounts by which the aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds Ten Thousand Dollars ($10,000), such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realized. (c) If the examination of any federal, state, local or other tax Tax return of Buyer or the Purchaser or any Company shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or other tax credits for any period beginning after the Closing Date, and that will permit the Seller or any the Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (but for such adjustment) have been taken or reported with respect to Seller or the Seller -36- 44 or any Company for one or more periods before the Closing Date, the Purchaser Buyer 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 tax credits. The Seller shall pay to the Purchaser Buyer the amounts by which the aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realized. (d) As used in this Agreement, the term "TAX BENEFITS" shall mean, in the 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 appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the case of a consolidated federal income tax return or similar state, local or other tax return, the sum of the amount by which the tax liability of the affiliated group of corporations or entities to the appropriate government or jurisdiction is reduced (including by refund), and any interest from such government or jurisdiction relating to such tax liability.

Refunds or Credits. (a) Except as otherwise set forth The Buyer shall pay to the Sellers an amount equal to any Tax refunds actually received in this Agreementcash, including interest paid therewith, in respect of Taxes paid by the Target Entities other than Etratech Opco with respect to any refunds Pre-Closing Tax Period or credits of Taxes, Pre-Closing Straddle Period to the extent that any such refunds Taxes were attributed to such Pre-Closing Tax Period or credits are attributable Pre-Closing Straddle Period pursuant to taxable periods ending on or before the Closing Date, Section 11.1. The Buyer shall be for the account of the Seller, and, pay to the extent that Sellers the amount of any such refunds or credits are attributable to taxable periods beginning refund within 10 days after the Closing Date, such refunds or credits shall be for the account of the Purchaserreceipt thereof. The Purchaser shallBuyer shall reasonably cooperate, and shall cause each Company tothe Target Entities other than Etratech Opco to reasonably cooperate, promptly forward to with the Seller or to reimburse the Seller Sellers in filing any claims for any such Tax refunds or credits due the Seller after receipt thereof in respect of Taxes paid by the Purchaser Target Entities other than Etratech Opco for a Pre-Closing Tax Period or any Company. (b) If the examination of any federalPre-Closing Straddle Period and, state, local or other tax return of the 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 period ending on or before the Closing 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 Purchaser Tax refunds for any Pre-Closing Tax Period or any Company for one or more periods ending after the Pre-Closing DateStraddle Period, the Seller Buyer will notify 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 Purchaser and provide it with adequate information so that it can reflect on tax returns Buyer in some manner unrelated to receipt of the Purchaser credit. In the event any Seller receives a cash refund for Taxes, including any interest paid therewith, in respect of Taxes paid by the Buyer or any 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 the Purchaser or any Company, the Purchaser shall pay to the Seller the amounts by which the aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realized. (c) If the examination of any federal, state, local or Target Entities other tax return of the Purchaser or any Company shall result (by settlement or otherwise) in any adjustment that decreases deductions, losses or other tax credits for any period 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 (but for such adjustment) have been taken or reported than Etratech Opco with respect to the Seller -36- 44 any Post-Closing Straddle Period or any Company for one or more periods before the Post-Closing DateTax Period that is not a Straddle Period, 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 tax credits. The Seller shall pay such amount to the Purchaser the amounts by which the aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realizedBuyer within 10 days after receipt thereof. (d) As used in this Agreement, the term "TAX BENEFITS" shall mean, in the 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 appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the case of a consolidated federal income tax return or similar state, local or other tax return, the sum of the amount by which the tax liability of the affiliated group of corporations or entities to the appropriate government or jurisdiction is reduced (including by refund), and any interest from such government or jurisdiction relating to such tax liability.

Refunds or Credits. (a) Except as otherwise set forth in this Agreement, any Any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Closing Date, shall be for the account Taxes of any 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 Target Corporations 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 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 DateDate 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 that will 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 Purchaser prosecution of any such refund claim and, where deemed appropriate by Accel, shall cause the each of the Target Corporations to increase deductions, losses or tax credits or decrease income, gains or recapture authorize by appropriate powers of tax credits that would otherwise (but for attorney such adjustments) have been taken or reported persons as Accel shall designate to represent such Target Corporation with respect to such refund claim. Xxxxxx shall cause each of the Purchaser 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 Company for one or more periods ending after the Closing Date, the Seller will notify the Purchaser and provide it with adequate information so that it can reflect on tax returns of the Purchaser or any 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 the Purchaser or any Company, the Purchaser shall pay Target Corporation attributable to the Seller turnaround of a temporary difference created or changed by the amounts by which the aggregate of all Tax Benefits (as hereinafter defined) which result therefrom exceeds $10,000, refund claim and such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realized. (c) If the examination of any federal, state, local or other tax return of the Purchaser or any Company shall result (by settlement or otherwise) turnaround occurs in any adjustment that decreases deductions, losses or other tax credits for any period beginning 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 will permit Accel shall receive pursuant to this Section 12.4 as an adjustment to the Seller Purchase Price, unless a final determination (which shall include the execution of a Form 870-AD or any Company to increase deductions, losses or tax credits or decrease the income, gains or recapture of tax credits that would otherwise (but for such adjustmentsuccessor form) have been taken or reported with respect to the Seller -36- 44 Xxxxxx or any Company of its affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for one or more periods before 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, Date as a result of an audit shall be governed by 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 provisions of tax credits. The Seller shall pay to the Purchaser the amounts by which the aggregate of all Tax Benefits which result therefrom exceeds $10,000, such amounts to be paid when and as such Tax Benefits in excess of $10,000 are realizedSection 12.5. (d) As used in this Agreement, the term "TAX BENEFITS" shall mean, in the 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 appropriate government or jurisdiction is reduced (including by refund) and any interest from such government or jurisdiction relating to such tax liability, and in the case of a consolidated federal income tax return or similar state, local or other tax return, the sum of the amount by which the tax liability of the affiliated group of corporations or entities to the appropriate government or jurisdiction is reduced (including by refund), and any interest from such government or jurisdiction relating to such tax liability.