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.
(b) Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) 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) for any Straddle Period shall be equitably apportioned between the Seller and the Purchaser in accordance with the principles of Section 7.01(b). The Purchaser and the Seller shall jointly control the 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.
(c) Except as provided in this Agreement, any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) of the Company, any Subsidiary or any Joint Venture for any taxable period beginning after the date of Merger shall be the property of the Purchaser, the Company, the Subsidiary or the Joint Venture, and if received by the Seller, shall be paid over to the Purchaser within five (5) days following receipt of such refund, credit or benefit.
(d) If an adjustment or other assessment is made by a Tax authority in respect of taxable periods (or portions thereof) ending on...
Tax Refunds and Tax Benefits. (a) Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to Taxes for which TCDI is responsible under Section 7.01 (including, for the avoidance of doubt, Taxes allocable to TCDI pursuant to Section 7.01(b)) shall be the property of the Sellers, and if received by the Purchaser or any Learning Entity, shall be paid over promptly to TCDI, except to the extent taken into account in determining the Closing Working Capital. Notwithstanding the foregoing, any such Tax refunds, credits or benefits shall be for the account of the Purchaser to the extent such Tax refunds, credits or offsets are attributable (determined on a marginal basis) to the carryback from a Post-Closing Period of items of loss, deduction or credit, or other Tax items, of any Learning Entity (or any of their respective Affiliates, including the Purchaser), provided, however, that Purchaser agrees and covenants that Purchaser and its Affiliates will not carry back such items, and will file any election necessary therefor, to the extent permitted by applicable Law. The amount or economic benefit of all other Tax refunds, credits or benefits relating to the Learning Entities or the Purchased Assets shall be for the account of the Purchaser. The Purchaser shall, if TCDI so requests and at TCDI’s expense, cause the relevant Learning Entity or other relevant entity to file for and use its reasonable efforts to obtain and expedite the receipt of any refund to which TCDI is entitled under this Section 7.02, unless any such action would have a material adverse impact on the Purchaser, its Affiliates or any Learning Entity (such as a change in accounting method that would be binding on a Learning Entity in a Post-Closing Period). The Purchaser shall permit TCDI to participate (at TCDI’s expense) in the prosecution of any such refund claim.
(b) Any amount for which indemnification is provided under Section 7.01 shall be reduced by any actually realized Tax benefit available to and shall be increased by any actually realized Tax cost incurred by (in each case calculated on a with and without basis) the indemnified party arising in connection with any obligation of the indemnified party to pay Taxes or other amounts for which the other party is responsible under Section 7.01 or resulting from the receipt of any indemnification payment under this Article VII. Any such net Tax benefit realized subsequently to the payment of an indemnification clai...
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 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, 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. 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. (a) Any Tax refund or credit attributable to the Company or any Subsidiary (including any interest paid or credited with respect thereto) relating to taxable periods (or portions of Straddle Periods) ending on or before the Closing Date shall be the property of the Seller and, if received by the Purchaser, the Company or any Subsidiary, shall be paid over promptly to the Seller. 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.
Tax Refunds and Tax Benefits. Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to Taxes of a Register Entity for any taxable period (or portion of a taxable period) ending prior to the Closing Date shall be the property of the Sellers, and if received by the Purchaser or any Register Entity, shall be paid over promptly to the Sellers. The Purchaser shall, if the Seller Representative so requests and at the Sellers’ expense, cause the relevant Register Entity 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 would be entitled under this Section 8.01.
Tax Refunds and Tax Benefits. Any Income Tax refunds or credits in respect of an overpayment of Income Tax of the Company that are received by the Purchaser or the Company, and any amounts credited against Income Tax to which the Purchaser or the Company become entitled, in each case that relate to a Pre-Closing Tax Period (including the Pre-Closing portion of any Straddle Period) other than a refund or credit attributed to a tax attribute generated in a post-Closing tax year, shall, subject to Section 5.16(e), be for the account of the Sellers, and the Purchaser shall remit to the Sellers’ Representative (on behalf of the Sellers) any such refund or the amount of any such credit, in each case, net of any tax cost, within fifteen (15) days after receipt thereof or realization of such benefit to the Company from the receipt of such refund.
Tax Refunds and Tax Benefits. Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to Excluded Taxes shall be the property of the Seller, and if received by the Purchaser, shall be paid over promptly to the Seller. The Purchaser shall, if the Seller so requests and at the Seller’s expense, 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 (at the Seller’s expense) in the prosecution of any such refund claim.
