Common use of Tax Refunds and Credits Clause in Contracts

Tax Refunds and Credits. Parent shall be entitled to any refund or credit of Taxes for which Parent is responsible under Section 8.1(a). Buyer shall be entitled to any refund or credit of Taxes of the Acquired Companies other than refunds and credits to which Parent 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 Parent and Buyer in accordance with the principles set forth in Section 8.5 and the first sentence of this Section 8.7. Buyer shall, if Parent so reasonably requests and at Parent’s expense, file for and obtain or cause its relevant Affiliates (including the Acquired Companies) to file for and obtain and refunds or credits. Parent shall have the right to control the conduct of any such claim. If Parent pays (or if the 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 (as determined pursuant to Section 8.5), and Buyer 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), Buyer shall promptly refund such excess to Parent. Payments pursuant to this Section 8.7 shall be made in readily available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any Taxes to the party receiving such refund or credit in respect of the receipt or accrual of such refund or credit).

Tax Refunds and Credits. Parent Seller shall be entitled to any refund or credit net of reasonable and documented out-of-pocket third-party expenses of Buyer of Taxes for which Parent is responsible under Section 8.1(a)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 Parent 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 Parent Seller and Buyer in accordance with the principles set forth in Section 8.5 and the first sentence of this Section 8.79.5. Buyer shall, if Parent Seller so reasonably requests and at ParentSeller’s expense, file for and obtain or cause its relevant Affiliates (including the Acquired Companies) to file for and obtain and any refunds or credits. Parent Seller shall have the right to control the conduct of any such claim. If Parent Seller pays (or if the 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 (as determined pursuant to Section 8.5)Date, and Buyer 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)payment, Buyer shall promptly refund such excess to ParentSeller. Payments pursuant to this Section 8.7 9.7 shall be made in readily immediately available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any reasonable and documented out-of-pocket third-party expenses of Buyer and Taxes to the party Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit).

Tax Refunds and Credits. Parent The Indemnity Participant shall be entitled to any refund or credit of Taxes for which Parent is responsible under Section 8.1(a). Buyer shall be entitled to any refund or credit of Taxes of the Acquired Companies other than all Tax refunds and credits to which Parent is entitled pursuant to the immediately preceding sentence. Any refunds (or credits of Taxes such refunds against other Taxes) with respect to the Company and its Subsidiaries with respect to any Pre-Closing Tax Period to the extent such refunds are not accounted for in the calculation of the Acquired Companies for Final Closing Adjustment. The Buyer shall pay over to Indemnity Participant the amount of any Straddle Period shall be equitably apportioned between Parent and such Tax refund (or credit in lieu of refund) (together with any interest received from any Governmental Entity with respect thereto) promptly after actual receipt of such Tax refund or, in the case of a credit of such refund against other Taxes, upon the filing of the applicable Tax Return where such credit is used to reduce Taxes otherwise payable, in each case, by the Buyer in accordance with the principles set forth in Section 8.5 and the first sentence of this Section 8.7. Buyer shall, if Parent so reasonably requests and at Parent’s expense, file for and obtain or cause its relevant Affiliates any Affiliate thereof (including the Acquired Companies) Company and its Subsidiaries), provided that, the amount to file for and obtain and refunds or credits. Parent shall have the right to control the conduct of any such claim. If Parent pays (or if the Acquired Companies pay prior be paid over to the ClosingIndemnity Participant shall be reduced by any Taxes and reasonable out-of-pocket costs and expenses incurred by Buyer with respect to the receipt or utilization thereof. The Buyer and its Affiliates shall request a refund (rather than a credit in lieu of a refund) estimated Taxes with respect to the Company and its Subsidiaries for any Straddle Period in excess all Pre-Closing Tax Periods. Except with respect to the Employee Retention Credit, upon the reasonable request and at the expense of (to the amount ultimately determined to be due for extent of reasonable out-of-pocket costs and expenses) the portion of such Straddle Period ending on Indemnity Participant, the Closing Date (as determined pursuant to Section 8.5), Buyer shall and Buyer or shall cause its Affiliates (including the Acquired CompaniesCompany and its Subsidiaries) obtains to take all steps reasonably requested by the benefit of such excess payment (either as a cash refund or as a reduction in cash Taxes actually payable), Buyer shall promptly refund such excess Indemnity Participant to Parent. Payments pursuant to this Section 8.7 shall be made in readily available funds within fifteen (15) days of the actual receipt or realization of the applicable apply for and obtain any Tax refund or credit that the Indemnity Participant may be entitled to under this Section 6.11(f)(i). Notwithstanding the foregoing, [**] shall be entitled to the net amount collected by the Company and its Subsidiaries in respect of the Employee Retention Credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any Taxes costs, expenses (including any amount payable to [**]), and Taxes, in each case relating to or payable on the Employee Retention Credit); provided that if the Company or any of its Subsidiaries is required to repay all or any portion of the Employee Retention Credit to the party receiving Internal Revenue Service following a determination by the Internal Revenue Service that the Company or any of its Subsidiaries was not entitled to the Employee Retention Credit, [**] shall pay to Buyer, by wire transfer of immediately available funds to the account or accounts designated by Buyer in writing, an amount equal to such refund or credit in respect of the receipt or accrual of such refund or credit)disallowed portion within [**] after Buyer’s written request therefor.

Tax Refunds and Credits. Parent shall be entitled to any refund or credit (net of reasonable and documented out-of-pocket third-party expenses of Purchaser) of Taxes for which Parent is responsible under Section 8.1(a7.1 (other than to the extent such Tax refund or credit results from the carryback of a Tax attribute of any of the Transferred Entities relating to a Post-Closing Period). Buyer Purchaser shall be entitled to any refund or credit of Taxes of the Acquired Companies 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 Acquired Companies Transferred Entities for any Straddle Period shall be equitably apportioned between Parent and Buyer Purchaser in accordance with the principles set forth in Section 8.5 and 7.5. Except to the first sentence of this Section 8.7. Buyer extent Purchaser determines in good faith that any such request would be unduly burdensome on Purchaser or its Affiliates, Purchaser shall, if Parent so reasonably requests and at Parent’s expense, file for and obtain or cause its relevant Affiliates (including the Acquired CompaniesTransferred Entities) to file for and obtain and any refunds or creditscredits 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 Acquired Companies 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 (as determined pursuant to Section 8.5)Date, and Buyer Purchaser or its Affiliates (including the Acquired CompaniesTransferred Entities) obtains the benefit of such excess payment (either as a cash refund or as a reduction in cash Taxes actually payable)payment, Buyer Purchaser shall promptly refund such excess to Parent. Payments pursuant to this Section 8.7 7.7 shall be made in readily immediately available funds within fifteen (15) 15 days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any reasonable and documented out-of-pocket third-party expenses of Purchaser and Taxes to the party Party receiving such refund or credit in respect of the receipt or accrual of such refund or credit).

Tax Refunds and Credits. Parent shall be entitled The Purchaser shall, within forty-five (45) days following receipt of any tax refund, credit or offset, pay to the Sellers the amount of any Tax refund or credit or offset (including any interest paid or credited or any offset allowed with respect thereto), but reduced by any Taxes that the Purchaser or Century CP shall be required to pay with respect thereto, received or used, in the case of a credit or offset, by the Purchaser or Century CP of Taxes for which Parent is responsible (i) relating to taxable periods or portions thereof ending on or before the Closing Date (including any taxes allocated to such period under Section 8.1(a7.01(b) hereof), or (ii) attributable to an amount paid by the Sellers under Section 7.01(a) hereof. Buyer shall be entitled to The amount of any refund or credit of Taxes of the Acquired Companies other than refunds and credits to which Parent is entitled pursuant to the immediately preceding sentence. 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 the Acquired Companies for any Straddle Period consent shall be equitably apportioned between Parent and Buyer in accordance with reasonable if such refund claim could reasonably be expected to have a material tax cost or otherwise materially adversely affect the principles set forth in Section 8.5 and the first sentence of this Section 8.7Sellers. Buyer The Purchaser shall, if Parent the Sellers so reasonably requests request and at Parent’s the Sellers' expense, file for and obtain or cause its the relevant Affiliates (including the Acquired Companies) entity to file for and use commercially reasonable efforts to obtain and refunds or credits. Parent shall have expedite the right to control the conduct receipt of any such claim. If Parent pays (or if refund to which the 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 (as determined pursuant to Section 8.5), and Buyer 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), Buyer shall promptly refund such excess to Parent. Payments pursuant to Sellers are entitled under this Section 8.7 7.03, provided, however, that the Purchaser must consent to any such refund claim, which consent may not be unreasonably withheld (for this purpose, withholding of consent shall be made in readily available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any Taxes to the party receiving reasonable if such refund claim could reasonably be expected to have a material tax cost or credit in respect otherwise materially adversely affect the Purchaser, Century CP or any of the receipt or accrual of such refund or credittheir Affiliates).

Tax Refunds and Credits. Parent The Moneda Shareholders shall be entitled to any refund or credit of Taxes for which Parent is the Moneda Shareholders are responsible under Section 8.1(a)this Article 8. Buyer PIL shall be entitled to any refund or credit of Taxes of the Acquired Companies other than refunds and credits to which Parent is the Moneda Shareholders are 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 Parent the Moneda Shareholders and Buyer PIL in accordance with the principles set forth in Section 8.5 and the first sentence of this Section 8.7. Buyer PIL shall, if Parent the Representatives so reasonably requests and at Parent’s the Moneda Shareholders’ expense, file for and obtain or cause its relevant Affiliates (including the Acquired Companies) to file for and obtain and refunds or creditsrefunds. Parent The Representatives shall have the right to control the conduct of any such claim. If Parent pays the Moneda Shareholders pay (or if the 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 (as determined pursuant to Section 8.5), and Buyer 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), Buyer PIL shall promptly refund such excess to Parentthe Moneda Shareholders. Payments pursuant to this Section 8.7 shall be made in readily available funds within fifteen (15) days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any Taxes to the party receiving such refund or credit in respect of the receipt or accrual of such refund or creditrefund).

Tax Refunds and Credits. Parent Seller shall be entitled to any refund or credit of Taxes for any Pre-Closing Tax Period or which Parent is responsible under Section 8.1(a). Buyer shall be entitled to any refund or credit of Taxes of the Acquired Companies other than refunds and credits to which Parent is entitled pursuant relate to the immediately preceding sentence. Any refunds or credits portion of Taxes of the Acquired Companies for any a Straddle Period shall be equitably apportioned between Parent ending on and Buyer in accordance with including the principles set forth in Section 8.5 and the first sentence of this Section 8.7Closing Date. Buyer shall, if Parent Seller so reasonably requests and at ParentSeller’s expense, file for and obtain or cause its relevant Affiliates (including the Acquired Companies) to file for and obtain and any refunds or creditscredits 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 be materially adverse to Buyer or any of its Affiliates. Parent Seller shall have the right to control the conduct of any such claim. If Parent pays (or if the Acquired Companies pay prior to the Closing) estimated Taxes claim for any Straddle Period 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 excess 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 amount ultimately determined advance written consent of Buyer (such consent not to be due for the portion of such Straddle Period ending on the Closing Date (as determined pursuant to Section 8.5unreasonably withheld, conditioned or delayed), and Buyer 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), Buyer shall promptly refund such excess to Parent. Payments pursuant to this Section 8.7 4.6(h) shall be made in readily immediately available funds within fifteen (15) 15 days of the actual receipt or realization of the applicable refund or credit (and shall include, for the avoidance of doubt, any interest paid thereon, but shall be net of any reasonable and documented out-of-pocket third-party expenses of Buyer and any Taxes to the party receiving such refund or credit in respect of the receipt or accrual of such refund or credit). Buyer shall control any such claims related to a Straddle Period; provided that (i) Buyer shall keep Seller reasonably informed regarding the status of any such claim, (ii) Seller shall have the right to participate fully in any such proceeding, including selecting counsel of its choosing to represent Seller and (iii) Buyer shall not settle or compromise any such claim without obtaining the advance written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed).