Tax Refunds and Tax Benefits. (a) From and after the Closing, Buyer shall promptly pay to Seller the amount of any refunds (whether in the form of cash or a direct credit against Taxes other than Covered Taxes) received by Buyer, any Affiliate of Buyer or the Purchased Subsidiaries in respect of Covered Taxes (net of any Taxes imposed thereon (including any income or withholding Taxes that would be imposed on the repatriation of the refund to the Buyer) and any reasonable third-party out-of-pocket expenses incurred by the Purchased Subsidiaries in obtaining such refund or credit), except to the extent that such refund or credit (i) was taken into account in the determination of Final Closing Working Capital; (ii) was produced by the carryback of any Tax Asset generated in a Post-Closing Tax Period; (iii) resulted from the payments of such Taxes made on or after Closing Date to the extent the Seller (x) has not indemnified the Buyer or the applicable Purchased Subsidiary for such Taxes, or (y) has otherwise borne the burden for such Taxes through their inclusion in Final Closing Working Capital; or (iv) gives rise to a payment obligation by Buyer or any Purchased Subsidiary to any Person under Applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by any Purchased Subsidiary on or prior to the Closing Date. Buyer, at the sole cost and expense of Seller, shall take any actions reasonably requested by Seller to seek any refunds.
Tax Refunds and Tax Benefits. (i) Except as set forth in Section 7.9(f), the Common Equity Holders shall be entitled to all Tax refunds attributable to Pre-Closing Periods (including, without duplication, all Tax refunds reflected on Tax Returns filed with respect to Pre-Closing Periods, if and when such refunds are actually received by the Surviving Corporation and its Subsidiaries); provided, however that the Common Equity Holders shall only be entitled to Tax refunds to the extent that such Tax refunds (x) exceed the amount, if any, of such Tax refunds included in the Closing Working Capital and taken into account in determining the Final Adjustment Amount, (y) do not constitute refunds or rebates of state sales Tax or (z) without duplication, were not otherwise taken into account in determining the amount of Merger Consideration (collectively, “Non-Excluded Tax Refunds”). Promptly upon receipt of any income Tax refund relating to a Pre-Closing Period (including, without limitation, pursuant to an IRS Form 4466, any income Tax Return for the period ending on the Closing Date and any amended Tax Return with respect to a Pre-Closing Period), and in no event later than four (4) Business Days after receipt by Parent, the Surviving Corporation or any of their Affiliates and Subsidiaries, Parent will, and will cause the Surviving Corporation and its Subsidiaries to, deliver and pay over, by wire transfer of immediately available funds, any portion of such Tax refunds constituting Non-Excluded Tax Refunds to the Stockholders’ Representative (on behalf of the Common Equity Holders for payment to each Common Equity Holder of its Pro Rata Portion of such amounts), net of (A) Taxes required to be withheld on such payment (and in each such case where Tax withholding is so required Parent shall cause withholding and remittance of required Taxes to be made to the appropriate taxing authority) and (B) any Taxes imposed upon such income Tax refunds (e.g., Federal income Taxes imposed on the receipt of state income Tax refunds), and provide to the Stockholders’ Representative workpapers establishing the computation of the amount of the net payments. Parent will, and will cause the Surviving Corporation and its Subsidiaries to, execute such documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Parent, the Surviving Corporation and their Subsidiaries to perfect their rights in and obtain the Tax refunds contemplated by this Section 7.9.
Tax Refunds and Tax Benefits. (a) Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to Excluded Taxes or any period prior to the Closing Date shall be the property of the Seller, and if received by the Purchaser, any Xxxxxx Entity or Holdco, shall be paid over promptly to the Seller; provided, that any such amounts shall be net of any reasonable costs of obtaining such refund or credit and any net Tax borne by the Purchaser on account of the receipt of such refund and/or the payment of such amounts to the Seller. The Purchaser shall, if the Seller so requests and at the Seller’s expense, cause the relevant Xxxxxx Entity or Holdco to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller would be entitled under this Section 7.02. Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) of a Xxxxxx Entity or Holdco relating to any period beginning after the Closing shall be for the account of the Purchaser, and if received by the Seller, shall be paid over promptly to the Purchaser; provided, that any such amounts shall be net of any reasonable costs of obtaining such refund or credit and any net Tax borne by the Seller on account of the receipt of such refund and/or the payment of such amounts to the Purchaser
Tax Refunds and Tax Benefits. (a) Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) in respect of the Company, any Subsidiary or any Joint Venture (to the extent of the Company’s direct or indirect ownership percentage of such Joint Venture as of the date hereof) relating to any taxable period ending on or before the date of the Merger shall be the property of the Seller except to the extent such Tax refund, credit or similar benefit was included in determining the Closing Statement Working Capital Amount as set forth on the final Closing Statement, and if received by the Purchaser, the Company, any Subsidiary or any Joint Venture, shall be paid over to the Seller (net of any Taxes imposed on such refund amount) within five (5) days following receipt of such refund, credit or benefit. The Purchaser shall, if the Seller so requests and at the Seller’s expense, cause the Company or other relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller’s expense) the prosecution of any such refund claim.
Tax Refunds and Tax Benefits. Any Tax refund or credit (including any interest paid or credited with respect thereto) produced in taxable periods (or portions of a taxable period) ending on or before the Closing Date shall be the property of the Seller, and if received by the Purchaser or the Company or any Subsidiary, shall be paid over promptly to the Seller, net of any Taxes imposed thereon; provided, however, that the Purchaser may waive or may cause to be waived any carryback to a prior tax year or period of any net operating loss or other tax attribute arising in a period beginning after the Closing Date, as provided in Section 172 of the Code or similar provision of state, local or foreign tax law. The Purchaser shall, if the Seller so requests and at the Seller’s expense, cause the Company and the Subsidiaries or other relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 6.02. The Purchaser shall permit the Seller to participate in (at the Seller’s expense) the prosecution of any such refund claim.
Tax Refunds and Tax Benefits. Any Tax refund or credit or similar benefit (including any interest paid or credited with respect thereto) relating to taxable periods (or portions of a taxable period) ending on or before the Closing Date, other than any Tax refund or credit reflected in the Closing Working Capital, shall be the property of the Seller, and if received by the Purchaser or the Company or any Subsidiary, shall be paid to the Seller within 10 Business Days of such receipt net of any Tax or other reasonable out of pocket cost directly attributable to the receipt of such Tax refund or credit or similar benefit but including any Tax benefit available to the Purchaser, the Company or any Subsidiary that is directly attributable to the accrual, incurrence or payment of any Tax refund or credit or similar benefit to the Seller. The Purchaser shall, if the Seller requests and at the Seller’s expense, cause the relevant Company, any Subsidiary or other relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund or credit or similar benefits to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller’s sole cost and expense) the prosecution of any such refund claim.
Tax Refunds and Tax Benefits. Any Tax refunds that are received by Purchaser or APC, and any amounts credited against Tax to which Purchaser or APC become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, and Purchaser shall pay over to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against any Tax by a taxing authority to the Purchaser or APC of any amount accrued as of the Closing Date, Purchaser shall pay such amount to Seller within fifteen (15) days after receipt or entitlement thereto.
Tax Refunds and Tax Benefits. Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to taxable periods (or portions of taxable period) ending on or before the date of the Closing shall be the property of the Sellers, and if received by the Purchaser, the Medvend Entities, Medvend Holdings, and any Affiliate of both, shall be paid over promptly to the Sellers. The Purchaser shall, if the Sellers so request and at the Sellers’ expense, cause any of the Medvend Entities, Medvend Holdings, or other relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Sellers are entitled under this Section 6.02. The Purchaser shall permit the Sellers to participate in (at the Sellers’ expense) the prosecution of any such refund claim.
Tax Refunds and Tax Benefits. (a) Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to taxable periods or portions thereof ending on or before the Closing Date shall be the property of the Seller, and if received by the Purchaser, Ganis or the Subsidiaries shall be paid over promptly to the Seller. The Purchaser shall, if the Seller so requests and at the Seller’s expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to participate in (at the Seller’s expense) the prosecution of any such refund claim.
Tax Refunds and Tax Benefits. (a) Any Tax refunds or credits with respect to Taxes (including any interest paid or credit with respect thereto) received by T Parent, T Company or the Surviving Company relating to Pre-Closing Tax Periods, shall be for the account of Orbital, and such amount shall (i) first, reduce any obligation of Orbital under Section 10.7(a), if received before payment is due thereunder and if received after payment is due thereunder, Orbital shall receive a reimbursement in the amount of the refund for any payments made by Orbital under Section 10.7(a) and (ii) second, reduce any amount payable by Orbital to a Tax Indemnitee under this Article X.
