Common use of Tax Credits and Refunds Clause in Contracts

Tax Credits and Refunds. If the Administrative Agent, any Lender or the Issuing Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.12, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Lender in the event the Administrative Agent, such Lender or the Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent, the Issuing Lender or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent, the Issuing Lender or such Lender in a less favorable net after-Tax position than the Administrative Agent, the Issuing Lender or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or the Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

Tax Credits and Refunds. If the Administrative Agent, any the Issuing Lender, the Swing Line Lender or the Issuing a Lender determines, in its sole discretion exercised in good faith, has determined that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts sums pursuant to this Section 2.122.13, or if the Administrative Agent, the Issuing Lender, the Swing Line Lender or a Lender has determined that it has received a credit from any Governmental Authority to which the Administrative Agent, the Issuing Lender, the Swing Line Lender or such Lender would not be entitled but for the payment by the Borrower of Taxes or additional sums pursuant to this Section 2.13, it shall promptly pay over the amount of such refund or credit to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts sums paid, by the Borrower under this Section 2.12 2.13 with respect to the Taxes or Other Taxes giving rise to such refundrefund or credit), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, Swing Line Lender or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund or credit); provided, provided that the Borrower, upon the request of the Administrative Agent, such the Issuing Lender, the Swing Line Lender or the Issuing such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such the Issuing Lender, the Swing Line Lender or the Issuing such Lender in the event and to the extent that the Administrative Agent, such the Issuing Lender, the Swing Line Lender or the Issuing such Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent, the Issuing Lender or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent, the Issuing Lender or such Lender in a less favorable net after-Tax position than the Administrative Agent, the Issuing Lender or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or the Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

Tax Credits and Refunds. If (a) Subject to Section 9.2(c), the Administrative Agent, any Lender or Sellers shall be entitled to the Issuing Lender determines, in its sole discretion exercised in good faith, that it has received a refund amount of any cash tax refund or credit of Taxes or Other Taxes as to which it has been indemnified by of the Borrower or Company Entities with respect to a Pre-Closing Tax Period (to the extent such Taxes were paid by the Company Entities prior to the Closing or by the Sellers after the Closing) which refund or credit is actually recognized by the Borrower has paid additional amounts Purchaser or its Subsidiaries (including the Company Entities) after the Closing, net of any reasonable cost to the Purchaser and its Affiliates (including the Company Entities after the Closing) attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit was taken into account in the calculation of the Closing Purchase Price, as finally determined pursuant to this Section 2.12Agreement. The Purchaser shall pay, it shall pay or cause to be paid, to the Borrower an Payments Account (to be then distributed by the Paying Agent to the Sellers in accordance with the allocation principles set forth in Schedule B hereto) any amount equal to which the Sellers are entitled pursuant to the prior sentence reasonably promptly following the receipt or recognition of the applicable refund or credit by the Purchaser or its Subsidiaries. To the extent such refund (but only or credit is subsequently disallowed or required to be returned to the extent of indemnity payments madeapplicable Tax Authority, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the Issuing Lender, agrees Sellers agree promptly to repay the amount paid over of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Lender in the event the Administrative Agent, such Lender or the Issuing Lender is required to repay such refund to such Governmental AuthorityPurchaser. Notwithstanding anything to the contrary in this paragraph agreement, Purchaser and its Affiliates (h), in no event will including the Administrative Agent, Company Entities after the Issuing Lender or any Lender Closing) shall not be required to pay take any amount actions to seek or obtain any refund from any Tax Authority, including amending or causing to be amended any Tax Return of any Company Entity. (b) The Parties agree that any payments made under this Section 9.2 shall be treated as an adjustment to the Borrower pursuant Closing Purchase Price for Tax purposes and applicable accounting and financial reporting purposes to the maximum extent permitted by applicable Law. (c) Notwithstanding anything to the contrary in this paragraph Agreement, the Sellers shall be entitled to any refund of French R&D Tax credits of the Company Entities with respect to a Pre-Closing Tax Period which refund is actually received by the Purchaser or its Subsidiaries (hincluding the Company Entities) after the Closing, net of any reasonable cost to the Purchaser and its Affiliates (including the Company Entities after the Closing) attributable to the obtaining and receipt of such refund. On the date that is twelve (12) months after the date on which the Purchaser or its Subsidiaries (including the Company Entities) receive any such refund, the Purchaser shall pay, or cause to be paid, to the Payments Account (to be then distributed by the Paying Agent to the Sellers in accordance with the allocation principles set forth in Schedule B hereto) the portion of any such refund that is undisputed by the Purchaser or its Subsidiaries (including the Company Entities) with any Taxing Authority. To the extent such refund is subsequently disallowed or required to be returned to the applicable Tax Authority, at the Purchaser’s option (and in its sole discretion), (i) the Purchaser may set off any obligation to make any payment to Sellers, including any Contingent Payment, against any such refund (together with any interest, penalties or other amounts imposed by such Tax Authority) or (ii) the Purchaser may require that the Sellers, and the Sellers agree, promptly to repay the amount of which would place such refund or credit, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to the Administrative AgentPurchaser. The Purchaser and its Affiliates (including the Company Entities after the Closing) shall (i) file French R&D Tax credit returns and claim French R&D Tax credits relating to the Straddle Period in a manner consistent with the past practices of the Company Entities to the extent in accordance with applicable Law and (ii) reasonably cooperate in good faith with the Sellers (and at Sellers’ sole expense) upon written request to seek or obtain any refund of French R&D Tax credits relating to a Pre-Closing Tax Period from any Tax Authority, in each case, to the extent such claim or Tax Return position is permitted by applicable Law at a “more likely than not” (or higher) level of confidence and subject to such claim or Tax Return position not being unreasonably detrimental to the Purchaser or its Affiliates (including the Company Entities after the Closing) in each case as reasonably determined by the Purchaser; provided, the Issuing Lender or such Lender in a less favorable net after-Tax position than Purchaser and its Affiliates (including the Administrative Agent, Company Entities after the Issuing Lender or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection Closing) shall not be construed required to require litigate before any court any challenge by a Tax Authority of French R&D Tax credits to the Administrative Agent, any Lender extent such litigation has chances of success lower than a “more likely than not” level of confidence or are unreasonably detrimental to the Issuing Lender to make available Purchaser or its tax returns Affiliates (or any other information relating to its taxes that it deems confidentialincluding the Company Entities after the Closing) in each case as reasonably determined by the Purchaser. The Sellers shall not be entitled to any Borrower payment with respect to the amount of any refund or any other Personcredit of Taxes of the Company Entities with respect to France R&D Tax credits except as set forth in this Section 9.2(c).

Tax Credits and Refunds. If the Administrative Agent, any the Issuing Lender, the Swing Line Lender or the Issuing a Lender determines, in its sole discretion exercised in good faith, has determined that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts sums pursuant to this Section 2.122.13, or if the Administrative Agent, the Issuing Lender, the Swing Line Lender or a Lender has determined that it has received a credit from any Governmental Authority to which the Administrative Agent, the Issuing Lender, the Swing Line Lender or such Lender would not be entitled but for the payment by the Borrower of Taxes, Other Taxes or additional sums pursuant to this Section 2.13, it shall promptly pay over the amount of such refund or credit to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts sums paid, by the Borrower under this Section 2.12 2.13 with respect to the Taxes or Other Taxes giving rise to such refundrefund or credit), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Lender, as the case may be, Swing Line Lender or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund or credit); provided, provided that the Borrower, upon the request of the Administrative Agent, such the Issuing Lender, the Swing Line Lender or the Issuing such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such the Issuing Lender, the Swing Line Lender or the Issuing such Lender in the event and to the extent that the Administrative Agent, such the Issuing Lender, the Swing Line Lender or the Issuing such Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent, the Issuing Lender or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent, the Issuing Lender or such Lender in a less favorable net after-Tax position than the Administrative Agent, the Issuing Lender or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or the Issuing Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

Tax Credits and Refunds. If the Administrative Agent, Agent or any Lender or the Issuing Lender determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.12Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent, Agent or such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, Agent or such Lender or the Issuing Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, Agent or such Lender or the Issuing Lender in the event the Administrative Agent, Agent or such Lender or the Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent, the Issuing Lender Agent or any Lender be required to pay any amount to the a Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent, the Issuing Lender Agent or such Lender in a less favorable net after-Tax position than the applicable Administrative Agent, the Issuing Lender Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise with respect to such refund Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, Agent or any Lender or the Issuing Lender to make available its tax Tax returns (or any other information relating to its taxes Taxes that it deems confidential) to any Borrower or any other Person.