Common use of Tax Refunds and Credits Clause in Contracts

Tax Refunds and Credits. Any refunds, credits against Taxes or similar Tax benefit (including any interest paid or credited with respect thereto) of, or with respect to, the Acquired Companies that are attributable or allocable to any Pre-Closing Tax Period (or the Pre-Closing Tax Period of any Straddle Period) will be for the benefit of the Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount of any such refunds and other benefits (whether received as a refund or as a credit against or an offset of Taxes otherwise payable) to the Seller within 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller under this Section 4.8(f), Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reduction.

Tax Refunds and Credits. (i) Any refunds, credits against Taxes or similar Income Tax benefit (including any interest paid or credited with respect thereto) of, or with respect to, the Acquired Companies refunds that are attributable received by Buyer or allocable any Target Company or any Target Subsidiary or any other Affiliate, and any amounts credited against Income Tax to which Buyer or any Pre-Closing Tax Period (Target Company or the any Target Subsidiary or any other Affiliate becomes entitled, that relate to a Pre-Closing Tax Period of any Straddle Period) will Target Company or any Target Subsidiary shall be for the benefit account of the Seller. The Parent, and Buyer will shall pay (and shall provide over to Parent any material correspondence related thereto) such refund or the amount of any such refunds and other benefits credit within fifteen (whether received as a refund or as a credit against or an offset of Taxes otherwise payable15) to the Seller within 10 days after receipt. The receipt or entitlement thereto. (ii) Any Non-Income Tax refunds that are received by Buyer will use commercially reasonable effortsor any Target Company or any Target Subsidiary or any other Affiliate, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits amounts credited against Non-Income Tax to which Buyer or any Target Company or any Target Subsidiary or any other Affiliate becomes entitled, that relate to a Pre-Closing Tax Period of any Target Company or any Target Subsidiary shall be for the Seller may be entitled hereunder. The account of Parent, and Buyer will permit the Seller shall pay over to control (at the Seller’s expense and sole discretion) the prosecution and content of Parent any such refund or the amount of any such credit claim. Nothing within fifteen (15) days after receipt or entitlement thereto, to the extent such refund or credit is attributable to Non-Income Taxes paid by Parent or any of its Affiliates or for which Buyer was indemnified pursuant to Section 9(b)(i)(B) above. (iii) To the extent requested by Parent, and at Parent’s expense, Buyer shall reasonably cooperate with Parent in this Section 4.8(f) shall require that the Buyer make applying for and obtaining any payment available Tax refunds with respect to Pre-Closing Tax Periods, provided however, none of Buyer, any refund, credit Target Company or other Tax benefit (and such refunds, credits and other Tax benefits any Target Subsidiary shall be for the benefit required to take any action or position, that would materially adversely affect any of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount any of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates any Target Company or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller under this Section 4.8(f), Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reductionTarget Subsidiary.

Tax Refunds and Credits. Any refunds, credits against Taxes or similar Tax benefit (including any interest paid or credited with respect thereto) ofSeller shall be entitled to retain, or receive prompt payment from Purchaser with respect to, the Acquired Companies that are attributable any refund or allocable to any Pre-Closing Tax Period credit (or the Pre-Closing Tax Period in lieu of any Straddle Perioda refund) will be of Taxes (including, for the benefit avoidance of doubt, overpayments of estimated Taxes) described under Section 8.03(a)(i) through (v) except to the Seller. The Buyer will pay extent such refund or credit was specifically reflected in the calculation of Closing Indebtedness or Closing Working Capital; provided that any such payments from Purchaser to Seller pursuant to this Section 5.07(c) shall be net of all costs (including Taxes) imposed on or incurred by Purchaser or any of its Affiliates (including the Group Companies) with respect to such refund or credit; provided, further, that in the event a Governmental Authority subsequently disallows any such refund or credit, Seller shall pay, or reimburse Purchaser and shall provide any material correspondence related theretoits Affiliates (including the Group Companies) for, the amount of any such refunds refund or credit (including applicable interest and other benefits (whether received penalties) required to be repaid to the Governmental Authority. To the extent a Tax liability specifically reflected in Closing Indebtedness or Closing Working Capital exceeds the amount of such Tax actually paid by Purchaser or the Group Companies, such difference shall also be treated as a refund or credit which Seller is entitled to retain, or receive prompt payment from Purchaser with respect to, as a credit against or an offset of Taxes otherwise payable) described in the prior sentence. Notwithstanding the foregoing, if, prior to the Seller within 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content payment of any such refund or credit claim. Nothing in to Seller pursuant to this Section 4.8(f) shall require 5.07(c), Purchaser or the Group Companies are required to pay Taxes for a Pre- Closing Tax Period that the Buyer make any payment with respect to any refundwere not reflected in Closing Indebtedness or Closing Working Capital, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit then Purchaser may reduce the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made payable to Seller under this Section 4.8(f5.07(c) by the amount of such Taxes. Purchaser shall, if Seller so requests and at Seller’s sole cost, file for and obtain or cause any Group Company to file for and obtain, any refunds or credits to which Seller is entitled under this Section 5.07(c), and shall remit to Seller the amount of such refund or credit to which Seller is entitled pursuant to this Section 5.07(c). Purchaser shall promptly pay be entitled to Buyer an amount equal retain, or receive prompt payment from Seller with respect to (i) any refund or credit of Taxes of the Group Companies other than such reduction plus Taxes described in the first sentence of this Section 5.07(c); provided that such payments from Seller to Purchaser shall be net of all costs (including Taxes) imposed on or incurred by Seller or any interest imposed by of its Affiliates (excluding the taxing authority Group Companies) with respect to such reductionrefund or credit, and (ii) any Business Tax Audit Amount that is negative.

Tax Refunds and Credits. Any refundsrefund, credits against credit, rebate or other recovery of Taxes of the Company or similar Tax benefit (including any of its Subsidiaries and any interest paid or credited thereon with respect thereto) of, or with respect to, the Acquired Companies that are attributable or allocable to any Pre-Closing Tax Period (in the case of any Straddle Period, as determined pursuant to Section 7.2(a)(ii)) or taken into account in Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses or otherwise as a reduction in the Merger Consideration (collectively, a “Tax Refund”) shall be for the account of the Company Equityholders, and Parent shall pay over (or cause the Company or any of its Subsidiaries to pay over) such Tax Refund, net of any Taxes thereon (but specifically excluding any Taxes arising as a result of a reduction in the amount of any net operating losses arising in a Pre-Closing Tax Period that can be carried forward to a taxable period, or portion of any Straddle Period, commencing after the Closing Date) will be for the benefit and any reasonable out-of-pocket expenses incurred by Parent in obtaining such Tax Refund within ten (10) days of the Sellerreceipt thereof (or in the case of any amount credited against Taxes within ten (10) days of the date such credit against Taxes is claimed on a Tax Return) by wire transfer of immediately available funds to the Appointed Agent (for a further distribution to the Company Equityholders). The Buyer will pay If the sum of (and shall provide any material correspondence related theretox) the amount of Taxes paid by the Company or any such refunds and other benefits (whether received as a refund or as a credit against or an offset of Taxes otherwise payable) to the Seller within 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending Subsidiaries on or before the Closing Date; in respect of a Straddle Period (whether as payments of estimated Tax or credits of prior years’ Tax refunds) or taken into account in Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses or otherwise as a reduction in the Merger Consideration, exceeds (dy) any Tax refund, credit or other Tax benefit the amount of Taxes relating to the extent that it gives rise portion of such Straddle Period ending on the Closing Date (as determined under Section 7.2(a)(ii)) shown on any such Tax Return, such excess shall be treated as a Tax Refund. Any proceedings relating to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction Tax Refund shall be controlled by the applicable taxing authority (or by virtue of Party entitled to control a change in applicable Tax Law) of any amounts Contest with respect to a Tax for which a payment has been made to Seller under this Tax Refund is sought in accordance with Section 4.8(f7.2(d), Seller shall promptly pay to Buyer an amount equal to and Parent shall, if the Appointed Agent so requests, reasonably cooperate with the Appointed Agent in filing any amended returns or claims for refunds or in taking such reduction plus other steps as may be necessary for obtaining any interest imposed by the taxing authority with respect to such reductionTax Refund.

Tax Refunds and Credits. Any refunds, credits against Seller shall be entitled to the amount of any refund (or credit in lieu of a refund) of Taxes or similar Tax benefit (including any interest paid or credited with respect thereto) of, or with respect to, attributable to the Acquired Companies that are attributable or allocable to Company for any Pre-Closing Tax Period (or which relate to the portion of a Straddle Period ending on and including the Closing Date. Buyer shall, if Seller so reasonably requests and at Seller’s expense, file for and obtain or cause its relevant Affiliates to file for and obtain any refunds or credits with respect to such Tax periods; provided, that Buyer shall not be required to take any action to the extent such action is reasonably expected to have a non-de minimis adverse impact on Buyer or any of its Affiliates. Seller shall have the right to control the conduct of any such claim for any Pre-Closing Tax Period at Seller’s sole cost and expense; provided that, except in the case of any Straddle Perioda Combined Tax Return (i) will be for Seller shall keep Buyer reasonably informed regarding the benefit of the Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount status of any such refunds claim, (ii) Buyer shall have the right to participate fully in any such proceeding, including selecting counsel of its choosing to represent Buyer and other benefits (whether received as a iii) Seller shall not settle or compromise any such claim without obtaining the advance written consent of Xxxxx (such consent not to be unreasonably withheld, conditioned or delayed). Payments pursuant to this Section 4.5(h) shall be made in immediately available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or as a credit against or an offset and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any reasonable and documented out-of-pocket expenses of Buyer and any Taxes otherwise payable) to the Seller within 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite in respect of the receipt or accrual of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller under this Section 4.8(f), Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reduction.

Tax Refunds and Credits. Any refunds, credits against Taxes or similar Tax benefit (including any interest paid or credited with respect thereto) of, or with respect to, the Acquired Companies that are attributable or allocable to any Pre-Closing Tax Period (or the Pre-Closing Tax Period of any Straddle Period) will be for the benefit of the Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount of any such refunds and other benefits (whether received as a refund or as a credit against or an offset of Taxes otherwise payable) to the Seller within 10 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (taxable period or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) thereof ending on or before the Closing Date; or Date that is not shown as an asset on the September 30 Statement shall belong to Seller, except that the following Tax refunds shall belong to Buyer and shall be paid promptly to Buyer: (di) any Tax refundrefund received by Seller or the Retained Companies generated by carrybacks of available losses or credits arising in taxable periods or portions thereof of the Acquired Companies beginning after the Closing Date; and (ii) any Tax refund received by Seller or the Retained Companies for any taxable period or portion thereof ending on or before September 30, credit or other Tax benefit 1995, to the extent any Buyer Indemnitee has a claim under any of the Tax Indemnities which claim resulted from a Tax Return position that it gives rise generated such Tax refund or, in the case of any other indemnity claim pursuant to Article VIII, an undisputed claim, that has not been fully satisfied prior to receipt of such tax refund due to an insufficiency of funds in the Indemnity Escrow Account, but only to the extent of such unsatisfied claim, provided, that no amount shall be payable pursuant to clause (ii) of this Section 6.9 to the extent such Tax refund is due by Seller to any Retained Company under the Tax allocation agreement referred to in Section 6.7(c). Any amount described in clause (ii) above shall be treated as an indemnity payment under Article VIII. In the event Seller or the Retained Companies fail to make such payment, the Tax refund due shall be treated as a payment obligation Loss to which the Tax Indemnity shall apply subject to the provisions of Article VIII. Buyer shall pay, or shall cause SWL to pay, promptly to Seller any amount SWL, Buyer or any Affiliate of Buyer receives from Tenneco Inc. under that certain Stock Purchase Agreement between Tenneco Inc. and I.C.H. Corporation dated as of July 31, 1986; provided, that such amount shall be retained by SWL, Buyer or such Affiliate, as the case may be, to the extent (x) any Buyer Indemnitee has a claim under any of the Tax Indemnities or, in the case of any other indemnity claim pursuant to Article VIII, an undisputed claim, that has not been fully satisfied prior to the receipt of any such amount due to an insufficiency of funds in the Indemnity Escrow Account, and (v) such amount was paid by Tenneco Inc. in respect of a liability for Taxes that was paid by SWL, Buyer or any Affiliate of Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyerafter September 30, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller under this Section 4.8(f), Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reduction1995.

Tax Refunds and Credits. Any refundsSubject to the following sentence, credits against Taxes or similar any Tax benefit (including any interest paid or credited with respect thereto) of, or with respect to, the Acquired Companies refunds that are attributable received by Buyer or allocable any Target Company or any Target Subsidiary, and any amounts credited against Tax to which Buyer or any Target Company or any Target Subsidiary becomes entitled, that relate to a Pre-Closing Tax Period (or the Pre-Closing Tax Period of any Straddle Period) will shall be for the benefit account of the Seller. The , and Buyer will shall pay (and shall provide over to Seller any material correspondence related thereto) such refund or the amount of any such refunds and other benefits credit within fifteen (whether received 15) days after receipt or entitlement thereto, to the extent such refund or credit exceeds the amount reserved therefor as a refund Tax asset on the Closing Date Pro Forma Balance Sheet. Any Income Tax refunds that are received by Seller or as any affiliate (other than Target Company or any Target Subsidiary), and any amounts credited against Income Tax to which Seller or any affiliate (other than any Target Company or any Target Subsidiary) becomes entitled, that are attributable to a credit against carryback of Post-Closing Tax losses or an offset of Taxes otherwise payable) credits attributable to the Business or any Target Company or Target Subsidiary, shall be for the account of Buyer, and Seller within 10 days after receipt. The shall pay over to Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; any such credit within fifteen (b15) any Tax refunddays after receipt or entitlement thereto, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with provided that this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit sentence shall apply only to the extent that it gives rise such Post-Closing Tax losses or credits are required by law to be carried back to a payment obligation Pre-Closing Period and such carryback cannot be waived. To the extent requested by BuyerSeller, its Affiliates or the Acquired Companies to and at Seller's expense, Buyer shall reasonably cooperate with Seller in applying for and obtaining any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable available Tax Law) of any amounts refunds with respect to which a payment has been made to Seller under this Section 4.8(f), Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reductionPre-Closing Periods.

Tax Refunds and Credits. Any refundsFollowing Closing, credits any Tax refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes or similar Tax benefit (including any interest paid or credited with respect thereto) ofof the Company, or with respect toBuyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Acquired Companies that are attributable or allocable to any Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period of any Straddle Period) will be for and the benefit remainder of the Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount of any such refunds and other benefits (whether received as a refund or as a credit against or an offset of Taxes otherwise payable) Straddle Period according to the Seller provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 10 15 days after receipt. The Buyer will use commercially reasonable efforts, if the Seller so requests, to cause (at the Seller’s expense) the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such refund or application of such credit claim. Nothing against Tax, net of: (i) any reasonable out-of-pocket costs associated in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit obtaining such refunds or other Tax benefit credit; and (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (bii) any Tax refund, credit or Tax benefit resulting from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date required to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for be withheld on such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Datepayment. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) Governmental Body of any amounts refund or credit with respect to which a payment has been made pursuant to Seller under this Section 4.8(f5.9(c), Seller shall promptly then Sellers will pay to Buyer an amount equal to such reduction plus any interest or penalties imposed by the taxing authority Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyer.

Tax Refunds and Credits. Any refundsThe Buyer shall, credits against within 10 days of receipt of any Tax refund or credit which is unrelated to the Tax position or Tax status of the Buyer or any other Transferees or their affiliates, relates to any Tax period beginning prior to the Closing Date and is received by or on behalf of the Buyer or any affiliate or successor thereto with respect to any of the Group Subsidiaries (a) for or attributable to any Tax period of any of the Group Subsidiaries ending on or prior to the Closing Date or (b) for or attributable to any period up to and including the Closing Date which is part of a Tax period of any of the Group Subsidiaries beginning prior to and ending after the Closing Date, pay the amount of such Tax refund or credit to Stanhome, net of Taxes or similar Tax benefit and costs expended by the Buyer (including any interest paid or credited with respect thereto) ofthereon, net of taxes, or other addition thereto); provided, however, that the amount shall not be required to be paid by the Buyer to Stanhome under and in accordance with respect to, this first sentence of Section 4.10 unless and until the Acquired Companies that are attributable or allocable to any Pre-Closing Tax Period (or the Pre-Closing Tax Period aggregate of any Straddle Period) will be for the benefit of the Sellersuch amounts total at least $20,000. The Buyer will pay (and shall provide any material correspondence related thereto) If the amount of any such refunds and other benefits (whether received as a Tax refund or as a credit is applied against any other Tax liability of any of the Group Subsidiaries, the Buyer or an offset of any affiliate or successor thereto for Taxes otherwise payable) to for any Tax period, the Seller Buyer shall, within 10 days after receiptof the date of such application, pay to Stanhome an amount equal to the amount of the Tax refund or credit (including any interest thereon or other addition thereto). The Buyer will use commercially reasonable efforts, if shall deliver with the Seller so requests, payment to cause (at Stanhome a written explanation of the Seller’s expense) facts surrounding the relevant entity to file for, expedite the receipt of and obtain any refunds, credits or other benefits to which the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any such Tax refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make and a copy of any payment with respect to any refund, credit related notice or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting statement received from the payment relevant Tax Authority. In the event that any refund or credit of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made is subsequently reduced or disallowed by final decision of a court of competent jurisdiction, Stanhome shall indemnify and hold harmless the Buyer for any Tax liability, including interest and penalties, assessed against Buyer by reason of the reduction or disallowance. The payment of any amount to Seller under Stanhome pursuant to this Section 4.8(f), Seller 4.10 shall promptly pay be considered to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reductionbe a Total Purchase Price adjustment.

Tax Refunds and Credits. Any refunds, credits against refund or credit of the overpayment of Taxes or similar Tax benefit of the Company (including any interest paid thereon) for any Pre-Closing Period and, in the case of a Straddle Period, allocable to the portion of such period up to and including the Closing Date, that the Company, Purchaser, or credited any Affiliate of any of the foregoing receives or realizes shall be for the account of Sellers in an amount equal to the product of (x) the percentage interest in the Company that the Sold Shares constitute multiplied by and (y) the amount of such refund or credit (including any interest paid thereon). Purchaser shall cause the Company to use commercially reasonable efforts to collect or realize any refunds (or credits) for overpayment of any Taxes paid (or realized) by the Company with respect theretoto any Pre-Closing Period or Straddle Period and, in the case of a net operating loss or other attribute for such periods, shall cause the Company to carryback such loss or other attribute to the extent permitted under Applicable Laws, if such carryback would result in a Tax refund or credit for an overpayment of Taxes. For avoidance of doubt, if a Tax refund or credit for an overpayment of Taxes results from a carryback of a loss or other attribute that was incurred or generated in a post-Closing Period (or a portion thereof), such Tax refund or credit shall not be for the account of Sellers and shall not be subject to this Section 9.7. For purposes of the immediately preceding sentence, a loss or other attribute shall not be treated as incurred in a post-Closing Period (or portion thereof) ofto the extent such loss or other attribute is attributable to, or with respect arises from, the Transaction Tax Deductions. Within five (5) Business Days after the receipt thereof, Purchaser or Company shall, or shall cause the applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds, an amount equal to the Acquired Companies product of (x) the percentage interest in the Company that are attributable the Sold Shares constitute multiplied by (y) the amount of such Tax refunds or allocable to credits (including any interest paid thereon) in respect of any Pre-Closing Tax Period and, in the case of a Straddle Period, allocable to portion of such period up to and including the Closing Date (net of any expenses and any additional Taxes incurred with respect to the filing and receipt of the refund or credit) to the Sellers (or Seller’s Representative to be distributed to each Seller according to each Seller’s Percentage). Notwithstanding the Pre-foregoing, any such payments hereunder shall be limited to refunds (or overpayments) of Taxes (i) paid by the Company prior to the Closing, (ii) paid by the Sellers pursuant to the terms of this Agreement, or (iii) included in Net Tangible Assets, Company Debt or Company Expenses. Purchaser, the Seller Parties and Seller’s Representative shall cooperate fully, as and to the extent reasonably requested by the other Parties in connection with efforts following the Closing Tax Period of any Straddle Period) will be for the benefit of the Seller. The Buyer will pay (and shall provide any material correspondence related thereto) the amount of any to pursue such refunds and other benefits (whether received as credits. Notwithstanding the foregoing, if a refund or as credit has been previously paid over to Sellers pursuant to this Section 9.7 and a Taxing Authority subsequently disallows the refund or credit against and the Purchaser or an offset of Taxes otherwise payableCompany is required to return such refund (or refund such credit) to the Seller within 10 days after receipt. The Buyer will use commercially reasonable effortsTaxing Authority, if the Seller so requests, to cause (at the Seller’s expenseRepresentative shall return such refund that was previously paid over to the Sellers, together with any associated interest and costs incurred by the Company with respect to that disallowed refund no later than ten (10) Business Days after the relevant entity Company makes a request for the return of such refund. Notwithstanding any of the foregoing to file forthe contrary, expedite the receipt Sellers shall not be entitled to a refund or a credit of and obtain a Tax with respect or attributable to any refunds, credits or other benefits Identified Tax Matter as to which a Voluntary Disclosure Proceeding has been initiated pursuant to Section 9.12, except to the Seller may be entitled hereunder. The Buyer will permit the Seller to control (at the Seller’s expense and sole discretion) the prosecution and content of any extent that such refund or credit claim. Nothing in this Section 4.8(f) shall require that the Buyer make any payment with respect to any refund, credit or other Tax benefit (and such refunds, credits and other Tax benefits shall be for the benefit of the Acquired Companies, Buyer and its Affiliates) that is with respect to (a) a refund, credit or Tax benefit the amount of which was included in the calculation of the Purchase Price; (b) any Tax refund, credit or Tax benefit resulting that has been paid from the payment of Covered Taxes made by Buyer, its Affiliates or the Acquired Companies after the Closing Date to the extent Seller has not indemnified Buyer, its Affiliates or the Acquired Companies for such payment in accordance with this Agreement; (c) any Identified Tax refund, credit, or Tax benefit attributable to any loss in a Tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a Tax year (or portion of a Straddle Period) ending on or before the Closing Date; or (d) any Tax refund, credit or other Tax benefit to the extent that it gives rise to a payment obligation by Buyer, its Affiliates or the Acquired Companies to any Person under applicable Law or a provision of a Contract entered into (or assumed) by Buyer, its Affiliates or the Acquired Companies on or before the Closing Date. If there is a subsequent reduction by the applicable taxing authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller under this Section 4.8(f), Seller shall promptly pay to Buyer an amount equal to such reduction plus any interest imposed by the taxing authority with respect to such reductionMatters Escrow.