Common use of Tax Refunds and Credits Clause in Contracts

Tax Refunds and Credits. The Purchaser shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal to any Tax refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) with respect to a taxable period or portion thereof ending on or prior to the Closing Date (determined, in the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such Tax refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a).

Tax Refunds and Credits. The Purchaser shall pay, in the manner set forth below, an amount (the “Any Tax Refund Amount”) equal to any Tax refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) refund with respect to a taxable period or portion thereof ending on or prior to before the Closing Date (determinedthat is not shown as an asset on the September 30 Statement shall belong to Seller, in the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, except that the Purchaser following Tax refunds shall not belong to Buyer and shall be required paid promptly to pay over any such Tax refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or creditBuyer: (i) arises as a result any Tax refund received by Seller or the Retained Companies generated by carrybacks of a Tax paid by the Purchaser available losses or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated credits arising in the last sentence of Section 5.09(a)(i)), taxable periods or (B) a Tax included in the calculation portions thereof of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins Acquired Companies beginning after the Closing Date. The payment of ; and (ii) any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund received by Seller or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or Retained Companies for any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or before September 30, 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 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 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 Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant receipt of any such amount due to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer an insufficiency of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; providedIndemnity Escrow Account, howeverand (v) such amount was paid by Tenneco Inc. in respect of a liability for Taxes that was paid by SWL, that the portion Buyer or any Affiliate of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shallBuyer, in lieu of being paid to the Agentafter September 30, be paid to the Company in accordance with the procedures set forth in Section 2.03(a)1995.

Tax Refunds and Credits. The Purchaser shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal to any Tax Any refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary credits of Taxes of the date on which the Effective Time occurs, that are attributable to Taxes paid by Transferred Subsidiaries for any Company Entity (or economically borne by the Participating Securityholders) with respect to a taxable period or portion thereof ending on or prior to before the Closing Date (determinedshall be for the account of the Selling Companies. Any refunds or credits of Taxes of the Transferred Subsidiaries for any taxable period beginning after the Closing Date shall be for the account of the Buyer. Any refunds or credits of Taxes of the Transferred Subsidiaries for any Straddle Period shall be equitably apportioned between the Selling Companies and Buyer. Buyer shall, in if the case Selling Companies so request and at the Selling Companies' expense, cause the Transferred Subsidiaries to file for and obtain any refunds or credits to which the Selling Companies are entitled under the first sentence of a Straddle Period, based upon Section 10.03. Buyer shall permit the principles under Section 5.09(a)(ii)); provided, however, that Selling Companies to control the Purchaser shall not be required to pay over prosecution of any such Tax refund or credit (including any interest received claim and, where deemed appropriate by the Selling Companies, shall cause the Transferred Subsidiaries to authorize by appropriate powers of attorney such Persons as the Selling Companies shall designate to represent the Transferred Subsidiaries with respect to such refund from claim. Buyer and Seller shall jointly control the applicable Taxing Authorityprosecution of any refund claim with respect to Straddle Period Taxes. Buyer shall cause the Transferred Subsidiaries to forward to the Selling Companies any such refund within 10 days after the refund is received (or reimburse the Selling Companies for 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 the Selling Companies shall be reduced by any Tax cost (net of any Tax benefit) to Buyer or the extent Transferred Subsidiaries, as the case may be, attributable to the receipt of such Tax refund or credit: and/or the payment of such amounts to the Selling Companies. The Selling Companies and Buyer shall treat any payments under the preceding sentence that the Selling Companies shall receive pursuant to this Section 10.03 as an adjustment to the Purchase Price, unless a final determination (i) arises as a result which shall include the execution of a Tax paid by Form 870-AD or successor form) with respect to the Purchaser Buyer or any of its Affiliates (including causes any Company Entity) after the Closing such payment not to be treated as an adjustment to the extent that such Purchase Price for United States Federal income Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund or creditpurposes. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any control of its Affiliates (including any Company Entity) the prosecution of a claim for refund of Taxes paid pursuant to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior deficiency assessed subsequent to the Closing Date other than amounts paid in cash as a refund. To result of an audit shall be governed by the extent that a Tax Refund Amount is payable pursuant to this provisions of Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a)9.08.

Tax Refunds and Credits. The Purchaser Parent shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal be entitled to any Tax refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) with respect to a taxable period or portion thereof ending on or prior to the Closing Date (determined, in the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such Tax refund or credit (including any interest received with respect to such refund from the applicable Taxing Authoritynet of reasonable and documented out-of-pocket third-party expenses of Purchaser) of Taxes for which Parent is responsible under Section 7.1 (other than to the extent such Tax refund or credit: (i) arises as a result credit results from the carryback of a Tax paid by attribute of any of the Transferred Entities relating to a Post-Closing Period). Purchaser shall be entitled to any refund or credit of Taxes of the Transferred Entities other than refunds and credits to which Parent is entitled pursuant to the immediately preceding sentence. Any refunds or credits of Taxes of the Transferred Entities for any Straddle Period shall be equitably apportioned between Parent and Purchaser in accordance with the principles set forth in Section 7.5. Except to the extent Purchaser determines in good faith that any such request would be unduly burdensome on Purchaser or its Affiliates, Purchaser shall, if Parent reasonably requests and at Parent’s expense, file for and obtain or cause its relevant Affiliates (including the Transferred Entities) to file for and obtain any refunds or credits for which Parent is entitled pursuant to this Section 7.7. Parent shall have the right to control the conduct of any such claim, provided that Parent shall keep Purchaser informed in a timely manner of all actions proposed to be taken and shall permit Purchaser to participate and attend any meetings or conferences with the relevant taxing authority. If Parent pays (or if the Transferred Entities pay prior to the Closing) estimated Taxes for any Straddle Period in excess of the amount ultimately determined to be due for the portion of such Straddle Period ending on the Closing Date, and Purchaser or its Affiliates (including any Company Entitythe Transferred Entities) after obtains the Closing benefit of such excess payment, Purchaser shall promptly refund such excess to Parent. Payments pursuant to this Section 7.7 shall be made in immediately available funds within 15 days of the extent that such Tax was not actual receipt or realization of the applicable refund or credit (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including and shall include, for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i))any interest paid thereon, or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount but shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof reasonable and any reasonable documented out-of-pocket costs third-party expenses of Purchaser and Taxes to the Party receiving such refund or expenses incurred credit in obtaining respect of the receipt or accrual of such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a).

Tax Refunds and Credits. The Purchaser Seller shall pay, be entitled to any refund or credit net of reasonable and documented out-of-pocket third-party expenses of Buyer of Taxes for any Pre-Closing Tax Period. Buyer shall be entitled to any refund or credit of Taxes of the Acquired Companies other than refunds and credits to which Seller is entitled pursuant to the immediately preceding sentence. Any refunds or credits of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyer in accordance with the manner principles set forth belowin Section 9.5. Buyer shall, an amount if Seller so requests and at Seller’s expense, file for and obtain or cause its relevant Affiliates (including the “Tax Refund Amount”Acquired Companies) equal to file for and obtain any Tax refunds actually received, whether directly or through application as a credit, after Closing and before credits. Seller shall have the day immediately following right to control the 12 month anniversary conduct of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity such claim. If Seller pays (or economically borne by if the Participating Securityholders) with respect to a taxable period or portion thereof ending on or Acquired Companies pay prior to the Closing) estimated Taxes for any Straddle Period in excess of the amount ultimately determined to be due for the portion of such Straddle Period ending on the Closing Date Date, and Buyer or its Affiliates (determinedincluding the Acquired Companies) obtains the benefit of such excess payment, Buyer shall promptly refund such excess to Seller. Payments pursuant to this Section 9.7 shall be made in immediately available funds within fifteen (15) days of the case actual receipt or realization of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such Tax applicable refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including and shall include, for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i))any interest paid thereon, or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount but shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof reasonable and any reasonable documented out-of-pocket costs third-party expenses of Buyer and Taxes to the Party receiving such refund or expenses incurred credit in obtaining respect of the receipt or accrual of such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a).

Tax Refunds and Credits. The Purchaser shall payshall, in within forty-five (45) days following receipt of any tax refund, credit or offset, pay to the manner set forth below, an Sellers the amount (the “Tax Refund Amount”) equal to of any Tax refunds actually receivedrefund or credit or offset (including any interest paid or credited or any offset allowed with respect thereto), whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid but reduced by any Company Entity (Taxes that the Purchaser or economically borne by the Participating Securityholders) Century CP shall be required to pay with respect to a taxable period thereto, received or portion thereof ending on or prior to the Closing Date (determinedused, in the case of a Straddle Periodcredit or offset, based upon by the principles Purchaser or Century CP of Taxes (i) relating to taxable periods or portions thereof ending on or before the Closing Date (including any taxes allocated to such period under Section 5.09(a)(ii7.01(b) hereof), or (ii) attributable to an amount paid by the Sellers under Section 7.01(a) hereof. The amount of any refunds or credits or offsets (including any interest paid or credited with respect 60 61 thereto) received by the Purchaser or Century CP shall be for the account of the Purchaser if the refund, credit or offset is of Taxes relating to taxable periods that begin after the Closing Date (including any taxes allocated to such period under Section 7.01(b) hereof); . The Purchaser may, for its own account, claim a refund, credit or offset that relates to an adjustment to a taxable period that begins before the Closing Date that arises from an adjustment to a taxable period beginning on or after the Closing Date, provided, however, that the Sellers must consent to any such refund claim, which consent may not be unreasonably withheld (for this purpose, withholding of consent shall be reasonable if such refund claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect the Sellers. The Purchaser shall, if the Sellers so request and at the Sellers' expense, cause the relevant entity to file for and use commercially reasonable efforts to obtain and expedite the receipt of any refund to which the Sellers are entitled under this Section 7.03, provided, however, that the Purchaser shall must consent to any such refund claim, which consent may not be required to pay over any such Tax refund or credit unreasonably withheld (including any interest received with respect to for this purpose, withholding of consent shall be reasonable if such refund from claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser Purchaser, Century CP or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(atheir Affiliates).

Tax Refunds and Credits. The Purchaser Seller shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal be entitled to any refund or credit of Taxes 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 actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) credits with respect to a taxable period or portion thereof ending on or prior to the Closing Date (determined, in the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii))such Tax periods; provided, however, that the Purchaser Buyer shall not be required to pay over take any action to the extent such action is reasonably expected to be materially adverse to 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 (i) Seller shall keep Buyer reasonably informed regarding the status of any such claim, (ii) Buyer shall have the right to participate fully in any such proceeding, including selecting counsel of its choosing to represent Buyer and (iii) Seller shall not settle or compromise any such claim without obtaining the advance written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). Payments pursuant to this Section 4.6(h) shall be made in immediately available funds within 15 days of the actual receipt or realization of the applicable refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including and shall include, for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i))any interest paid thereon, or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount but shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof reasonable and any reasonable documented out-of-pocket costs third-party expenses of Buyer and any Taxes in respect of the receipt or expenses incurred in obtaining accrual of such Tax refund or credit). Notwithstanding Buyer shall control any such claims related to a Straddle Period; provided that (i) Buyer shall keep Seller reasonably informed regarding the foregoingstatus of any such claim, nothing (ii) Seller shall have the right to participate fully in this Section 5.09(d) shall require the Purchaser or any such proceeding, including selecting counsel of its Affiliates choosing to represent Seller and (including iii) Buyer shall not settle or compromise any Company Entity) such claim without obtaining the advance written consent of Seller (such consent not to seek a Tax refund be unreasonably withheld, conditioned or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(adelayed).

Tax Refunds and Credits. The Purchaser Moneda Shareholders shall pay, be entitled to any refund of Taxes for which the Moneda Shareholders are responsible under this Article 8. PIL shall be entitled to any refund of Taxes of the Acquired Companies other than refunds to which the Moneda Shareholders are entitled pursuant to the immediately preceding sentence. Any refunds of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between the Moneda Shareholders and PIL in accordance with the manner principles set forth belowin Section 8.5 and the first sentence of this Section 8.7. PIL shall, an amount if the Representatives so reasonably requests and at the Moneda Shareholders’ expense, file for and obtain or cause its relevant Affiliates (including the “Tax Refund Amount”Acquired Companies) equal to file for and obtain refunds. The Representatives shall have the right to control the conduct of any Tax refunds actually received, whether directly such claim. If the Moneda Shareholders pay (or through application as a credit, after Closing and before if the day immediately following Acquired Companies pay prior to the 12 month anniversary Closing) estimated Taxes for any Straddle Period in excess of the date on which amount ultimately determined to be due for the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) with respect to a taxable period or portion thereof of such Straddle Period ending on or prior to the Closing Date (determinedas determined pursuant to Section 8.5), and PIL or its Affiliates (including the Acquired Companies) obtains the benefit of such excess payment (either as a cash refund or as a reduction in cash Taxes actually payable), PIL shall promptly refund such excess to the case Moneda Shareholders. Payments pursuant to this Section 8.7 shall be made in readily available funds within fifteen (15) days of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that actual receipt or realization of the Purchaser shall not be required to pay over any such Tax applicable refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including and shall include, for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i))any interest paid thereon, or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount but shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with to the party receiving such refund in respect to of the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion accrual of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(arefund).

Tax Refunds and Credits. The Purchaser Seller shall pay, be entitled to the amount of any refund (or credit in the manner set forth below, an amount (the “Tax Refund Amount”lieu of a refund) equal to any Tax refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are Taxes attributable to Taxes paid by the Company for any Company Entity (Pre-Closing Tax Period or economically borne by which relate to the Participating Securityholders) 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 a taxable period or portion thereof ending on or prior 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 Date (determinedTax Period at Seller’s sole cost and expense; provided that, except in the case of a Straddle PeriodCombined Tax Return (i) Seller shall keep Buyer reasonably informed regarding the status of any such claim, based upon (ii) Buyer shall have the principles under Section 5.09(a)(ii)); providedright to participate fully in any such proceeding, however, that the Purchaser including selecting counsel of its choosing to represent Buyer and (iii) Seller shall not be required to pay over settle or compromise any such Tax 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 credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including and shall include, for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i))any interest paid thereon, or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount but shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof reasonable and any reasonable documented out-of-pocket costs expenses of Buyer and any Taxes in respect of the receipt or expenses incurred in obtaining accrual of such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a).

Tax Refunds and Credits. The Seller shall be entitled to retain, or receive prompt payment from Purchaser shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal to any Tax refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) with respect to a taxable period or portion thereof ending on or prior to the Closing Date (determinedto, in the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such Tax refund or credit (including any interest received with respect to such refund from in lieu of a refund) of Taxes (including, for the applicable Taxing Authorityavoidance of doubt, overpayments of estimated Taxes) described under Section 8.03(a)(i) through (v) except to the extent such Tax refund or credit: 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 (iincluding Taxes) arises as a result of a Tax paid imposed on or incurred by the 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 Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a refund or credit, Seller shall pay, or reimburse Purchaser Indemnified Party has been indemnified under this Agreement and its Affiliates (including for the avoidance Group Companies) for, the amount of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), such refund or credit (Bincluding applicable interest and penalties) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid repaid to the Governmental Authority. To the extent a third-party pursuant to a contract Tax liability specifically reflected in Closing Indebtedness or agreement in place as Closing Working Capital exceeds the amount of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount actually paid by Purchaser or the Group Companies, such difference shall also be made by the treated as a refund or credit which Seller is entitled to retain, or receive prompt payment from Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to to, as described in the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund or creditprior sentence. Notwithstanding the foregoing, nothing in if, prior to the payment of any refund or credit to Seller pursuant to this Section 5.09(d5.07(c), Purchaser or the Group Companies are required to pay Taxes for a Pre- Closing Tax Period that were not reflected in Closing Indebtedness or Closing Working Capital, then Purchaser may reduce the amount payable to Seller under this Section 5.07(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 require remit to Seller the amount of such refund or credit to which Seller is entitled pursuant to this Section 5.07(c). Purchaser shall be entitled to retain, or receive prompt payment from Seller with respect to (i) any refund or credit of Taxes of the Group Companies other than such 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 of its Affiliates (including any Company Entityexcluding the Group Companies) with respect to seek a Tax such refund or credit from credit, and (ii) any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Business Tax Refund Amount is payable pursuant to this Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Audit Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a)negative.

Tax Refunds and Credits. The Purchaser Any refunds or credits of Taxes of the Company or the Company Subsidiary or with respect to the Other Assets for any Straddle Period shall pay, in be equitably apportioned between Seller and Buyer. Buyer and Seller shall jointly control the manner set forth below, an prosecution of any refund claim with respect to Straddle Period Taxes and shall split the expenses thereof on a basis that reflects the relative amount (of refunds claimed by each party. Any refunds or credits of Taxes of the “Tax Refund Amount”) equal Company or the Company Subsidiary or with respect to the Other Assets for any Tax refunds actually received, whether directly taxable period ending on or through application as a credit, after Closing and before the day immediately following Closing Date shall be for the 12 month anniversary account of Seller, Seller Subsidiary and of the date Seller Entities. Notwithstanding the foregoing, any refunds or credits of Taxes of the Company or the Company Subsidiary or with respect to the Other Assets for any taxable period ending on which or before the Effective Time occurs, Closing Date that are attributable to carrybacks or losses or credits from a Post-Closing Tax Period shall be for the account of Buyer. Any refunds or credits of Taxes paid by any of the Company Entity (or economically borne by the Participating Securityholders) Company Subsidiary or with respect to a the Other Assets for any taxable period or portion thereof ending on or prior to beginning after the Closing Date shall be for the account of Buyer. Buyer shall, if Seller so requests and at Seller's expense, cause the Company or the Company Subsidiary to file for and obtain any refunds or credits to which Seller, Seller Subsidiary and the Seller Entities are entitled under this Section 9.06. Buyer shall permit Seller at its expense to direct the prosecution of any such refund claim and, where deemed appropriate by Seller, shall cause the Company and the Company Subsidiary to authorize by appropriate powers of attorney such Persons as Seller shall designate to represent the Company or the Company Subsidiary with respect to such refund claim. Buyer shall cause the Company and the Company Subsidiary to forward to Seller (determinedacting as agent for itself, Seller Subsidiary and the Seller Entities) any refund described in the case third sentence of this Section 9.06 within ten (10) days after the refund is received (or reimburse Seller, Seller Subsidiary and the Seller Entities for any such credit within ten (10) days after the credit is allowed or applied against other Tax liability of Buyer or its Affiliates, including the Company or the Company Subsidiary for a Straddle Post-Closing Tax Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such amounts payable to Seller shall be reduced by any Tax refund or credit cost (including net of any interest received with respect to such refund from the applicable Taxing AuthorityTax benefit) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser Buyer or any of its Affiliates (Affiliates, including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), or (B) a Tax included in the calculation of the Company Group’s Working Capital as of or the Operative Time or Closing Debt, in each caseCompany Subsidiary, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is case may be, attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining of such Tax refund or credit(including interest) and/or the payment of such amounts to Seller. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any control of its Affiliates (including any Company Entity) the prosecution of a claim for refund of Taxes paid pursuant to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior deficiency assessed subsequent to the Closing Date other than amounts paid in cash as a refund. To the extent that result of an audit by a Tax Refund Amount is payable pursuant to this authority shall be governed by the provisions of Section 5.09(d), the Purchaser shall pay such Tax Refund Amount, in cash, to the Agent, by wire transfer of immediately available funds for further distribution to the Participating Securityholders in accordance with the directions set forth in the Distribution Waterfall; provided, however, that the portion of such Tax Refund Amount that is payable to holders of Stock Options or other Awards pursuant to the Distribution Waterfall shall, in lieu of being paid to the Agent, be paid to the Company in accordance with the procedures set forth in Section 2.03(a)9.02.