Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Rockwell shall be entitled to retain, and to receive within ten days after Actually Realized by the Rockwell Collxxx Xxx Group, the portion of all refunds or credits of Taxes for which the Rockwell Tax Group is liable pursuant to Section 2.02 or Section 3.01(a) or is treated as having paid or caused to have been paid pursuant to Section 2.02(f), and Rockwell Collxxx xxxll be entitled to retain, and to receive within ten days after Actually Realized by the Rockwell Tax Group, the portion of all refunds or credits of Taxes for which the Rockwell Collxxx Xxx Group is liable pursuant to Section 2.02 or Section 3.01(b) (including all non-Income Taxes for which Rockwell Collxxx xxxld have been liable pursuant to Section 2.02(d) had such non-Income Taxes been due and not paid) or is treated as having paid or caused to have been paid pursuant to Section 2.02(f). The amount of any refund or credit of Taxes to which Rockwell or Rockwell Collxxx xx entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the Rockwell Collxxx Xxx Group, in the case of a refund or credit to which Rockwell is entitled, or the Rockwell Tax Group, in the case of a refund or credit to which Rockwell Collxxx xx entitled, upon the receipt of such refund or credit.
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Seller shall be entitled to retain, and to receive within ten days after Actually Realized by Purchaser and its Affiliates, the portion of all refunds or credits of Taxes for which Seller is liable pursuant to Section 10.3 or Section 10.6(a), and Purchaser shall be entitled to retain, and to receive within ten days after Actually Realized by Seller and its Affiliates, the portion of all refunds or credits of Taxes for which Purchaser is liable pursuant to Section 10.3 or Section 10.6(b). The amount of any refund or credit of Taxes to which Seller or Purchaser is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by Purchaser and its Affiliates, in the case of a refund or credit to which Seller is entitled, or Seller and its Affiliates, in the case of a refund or credit to which Purchaser is entitled, upon the receipt of such refund or credit.
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Conexant shall be entitled to retain, and to receive within ten days after Actually Realized by the Alpha Tax Group, the portion of all refunds or credits of Taxes for which the Conexant Tax Group is liable pursuant to Section 2.02 or Section 3.01(a) or is treated as having paid or caused to have been paid pursuant to Section 2.02(f), and Alpha shall be entitled to retain, and to receive within ten days after Actually Realized by the Conexant Tax Group, the portion of all refunds or credits of Taxes for which the Alpha Tax Group is liable pursuant to Section 2.02 or Section 3.01(b) or is treated as having paid or caused to have been paid pursuant to Section 2.02(f). The amount of any refund or credit of Taxes to which Conexant or Alpha is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the Alpha Tax Group, in the case of a refund or credit to which Conexant is entitled, or the Conexant Tax Group, in the case of a refund or credit to which Alpha is entitled, upon the receipt of such refund or credit.
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Avalon shall be entitled to retain, and to receive within 10 days after Actually Realized by the AWS Group, the portion of all Tax Refunds of Taxes for which the Avalon Group is liable pursuant to Section 3.1 or Section 5.1(a), and AWS shall be entitled to retain, and to receive within 10 days after Actually Realized by the Avalon Group, the portion of all Tax Refunds of Taxes for which the AWS Group is liable pursuant to Section 3.1 or Section 5.1(b). Notwithstanding the foregoing, (i) all Tax Refunds resulting from the carryback of any AWS Tax Item arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account and benefit of the AWS Group and, if and to the extent Actually Realized by Avalon, Avalon shall pay over to AWS any such Tax Refund within 10 days after it is Actually Realized by Avalon or any member of the Avalon Group, (ii) all Tax Refunds resulting from the carryback of any Avalon Tax Item arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account of Avalon and, if and to the extent Actually Realized by AWS, AWS shall pay over to Avalon any such Tax Refund within 10 days after it is Actually Realized by AWS or any member of the AWS Group, (iii) all Tax Refunds resulting from the utilization of any Tax Items (such as the utilization of a minimum or foreign tax credit or Section 481(a) adjustments which reduces current year Taxes) attributable to the Avalon Group or the respective assets or businesses of any member or members of the Avalon Group arising in a Tax Indemnification Period shall be for the account of Avalon and, if and to the extent Actually Realized by AWS, AWS shall pay over to Avalon any such Tax Refund within 10 days after it is Actually Realized by AWS or any member of the AWS Group and (iv) all Tax Refunds resulting from the utilization of any Tax Items (such as the utilization of a minimum or foreign tax credit or Section 481(a) adjustments which reduces current year Taxes) attributable to the AWS Group or the respective assets or businesses of any member or members of AWS Group arising in a Tax Indemnification Period shall be for the account of AWS and, if and to the extent Actually Realized by Avalon, Avalon shall pay over to AWS any such Tax Refund within 10 days after it is Actually Realized by Avalon or any member of the Avalon Group. In computing the amount of any Tax Refunds described in (i),...
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, International shall be entitled to retain the portion of all Tax Refunds of Taxes of which the International Group bears the economic
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Fortune shall be entitled to retain, and to receive within ten days after Actually Realized by the ACCO Tax Group, the portion of all refunds or credits of Taxes for which the Fortune Tax Group is liable pursuant to Section 2.02 or Section 3.01(a), and ACCO shall be entitled to retain, and to receive within ten days after Actually Realized by the Fortune Tax Group, the portion of all refunds or credits of Taxes for which the ACCO Tax Group is liable pursuant to Section 2.02 or Section 3.01(b). For the avoidance of doubt, the Fortune Tax Group (and not the ACCO Tax Group) shall be deemed the party liable for (and therefore entitled to the refund or credit of) all Income Taxes paid by the ACCO Tax Group on or before March 15, 2005. Notwithstanding the foregoing and subject to Sections 3.04 and 4.03, the ACCO Tax Group shall be entitled to retain, and to receive within ten days after Actually Realized by the Fortune Tax Group, the portion of all refunds or credits of Taxes attributable to ACCO Foreign NOLs (as defined in Section 4.03(a)). The amount of any refund or credit of Taxes to which Fortune or ACCO is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the ACCO Tax Group, in the case of a refund or credit to which Fortune is entitled, or the Fortune Tax Group, in the case of a refund or credit to which ACCO is entitled, upon the receipt of such refund or credit.
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Newco shall be entitled to retain, and to receive within ten days after Actually Realized by the Company Group, the portion of all Tax Refunds (including without limitation Tax Refunds of Australian Taxes) of Taxes for which the Newco Group is liable pursuant to Section 3.1 or Section 6.1(a), and the Company shall be entitled to retain, and to receive within ten days after Actually Realized by the Newco Group, the portion of all Tax Refunds of Taxes for which the Company Group is liable pursuant to Section 3.1 or Section 6.1(b). Notwithstanding the foregoing, all Tax Refunds (i) of Allowable Taxes or (ii) resulting from the carryback of any Company Tax Item arising in a Post-Tax Indemnification Period to a Tax Indemnification Period (determined in a manner analogous to the determination of an Income Tax Benefit) shall be for the account and benefit of the Company Group.
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Huttig shall be entitled to retain, and to receive within 10 days after Actually Realized by the Crane Group, the portion of all Tax Refunds of Taxes for which the Huttig Group is liable pursuant to Section 3.1 or Section 6.1(a), and Crane shall be entitled to retain, and
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Ambassadors shall be entitled to retain, and to receive within ten days after Actually Realized by the Education Group, the portion of all refunds or credits of Taxes for which the Ambassadors Group is liable pursuant to Section 2.2 or Section 3.1.1 or is treated as having paid or caused to have been paid pursuant to Section 2.2.6, and Education shall be entitled to retain, and to receive within ten days after Actually Realized by the Ambassadors Group, the portion of all refunds or credits of Taxes for which the Education Group is liable pursuant to Section 2.2 or Section 3.1.2 (including all non-Income Taxes for which Education would have been liable pursuant to Section 2.2.4 had such non-Income Taxes been due and not paid) or is treated as having paid or caused to have been paid pursuant to Section 2.2.6. The amount of any refund or credit of Taxes to which Ambassadors or Education is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the Education Group, in the case of a refund or credit to which Ambassadors is entitled, or the Ambassadors Group, in the case of a refund or credit to which Education is entitled, upon the receipt of such refund or credit.
Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Parent, Processing and Feeding shall be entitled to retain, and to receive within ten days after Actually Realized by any Member of any other Group, the portion of all Tax Refunds of Taxes which are attributable to and resulting from Tax Items of the Parent Group, the Processing Group and the Feeding Group, respectively.
