Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. EFT or the Corporation shall promptly pay to Shareholder any refunds or credits of Taxes for which Shareholder may be liable under Section 7.6(d), the term "refund" shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset and receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of Shareholder, EFT shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that EFT shall not be required to file such claims for refund to the extent such claims for refund would have a Material Adverse Effect on the Corporation in future periods or to the extent the claims for refund relate to a carryback on an item. EFT shall be entitled to all other refunds and credits of Taxes; provided, however, it will not allow the amendment of any Tax Return relating to any Taxes for a period, or any portion thereof, ending on or prior to the Closing Date, or the carryback of an item to a period ending prior to the Closing Date without Shareholder's written consent, which consent will not be unreasonably withheld.

Refunds or Credits. EFT Purchaser or the Corporation Company shall promptly pay to Shareholder Seller any refunds or credits of (including interest paid by the IRS thereon) relating to Taxes for which Shareholder Seller may be liable under Section 7.6(d)9.1 hereof except to the extent such refund or credit is included as an asset on the Closing Balance Sheet and used to calculate the Excess Tangible Net Equity. If Purchaser or Company receives a refund from the IRS relating to Taxes for which Seller may be liable under Section 9.1 hereof and fails to pay such refund to Seller within thirty (30) days of receipt, Purchaser shall pay interest on such refund at the rate of one-percent (1%) until such amount is paid to Seller. For purposes of this Section 9.4, the term 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 and receipt offset. Receipt of a refund shall occur upon the filing of a return Tax Return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of ShareholderSeller, EFT Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; provided, however, that EFT 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 on the Corporation in future periods or to the extent the claims for refund relate to a carryback on of an item. EFT Purchaser shall be entitled to all other refunds and credits of Taxes; provided, however, it that Purchaser 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 ShareholderSeller's written consent, which consent will not be unreasonably withheld.

Refunds or Credits. EFT Purchaser or the Corporation Pyramid shall promptly pay to Shareholder Seller any refunds or credits (including interest thereon) relating to Taxes for taxable periods ending on or prior to the Closing Date, but only to the extent any such refund or credit exceeds the amount of Taxes for which Shareholder may be liable under that have been recorded in the SAP books and records of Pyramid as of the Closing Date. For purposes of this Section 7.6(d(c), the term 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 and receipt offset. Receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of ShareholderSeller, EFT Purchaser shall prepare and file, or cause to be prepared and filed, all claims for refunds relating to such Taxes; providedPROVIDED, howeverHOWEVER, that EFT Purchaser shall not be required to file such claims for refund to the extent such claims for refund would have a Pyramid Material Adverse Effect on the Corporation in future periods or to the extent the claims for refund relate to a carryback on of an item. EFT Purchaser shall be entitled to all other refunds and credits of Taxes; providedPROVIDED, howeverHOWEVER, it will not allow the amendment of any Tax Return relating to any Taxes for a period, 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 ShareholderSeller's prior written consent, which consent will not be unreasonably withheld.

Refunds or Credits. EFT or the Corporation Purchaser shall promptly pay to Shareholder Seller, without right of offset, any refunds or credits of Taxes for which Shareholder may be liable the Company receives with respect to Tax periods that ended on or before the Closing Date or with respect to Straddle Periods to the extent apportioned to the period that ends at the close of the Closing Date under Section 7.6(d)12.1.3, except for refunds or credits due to the carryback of an item arising in a Tax Period that ends after the Closing Date with respect to a Straddle Period apportioned to the period after the Closing Date. For purposes of this Section 12.5, the term "“refund" ” shall include a reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset and receipt of a refund shall occur upon the filing of a return or an adjustment thereto using such reduction, overpayment or offset, or upon the receipt of cash. Upon the reasonable request of ShareholderSeller, EFT Purchaser shall prepare and file, or cause to be prepared and filedfiled at Seller’s expense, all claims for refunds relating to such Taxes; provided, however, that EFT Purchaser shall not be required to file such claims for refund to the extent Purchaser determines in its reasonable discretion that such claims for refund would have a Material Adverse Effect an adverse impact on the Corporation in future periods Purchaser or to the extent the claims for refund relate to a carryback on of an item. EFT 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, period (or any portion thereof, ) ending on or prior to the Closing Date, or except with respect to the carryback of an item to a period ending on or prior to the Closing Date that would not increase Seller’s tax liability herewith, without Shareholder's the prior written consent, which consent will not be unreasonably withheldof Seller.