Common use of Tax Refunds and Tax Benefits Clause in Contracts

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. Except as provided with respect to refunds of Transfer Taxes, any refund or credit resulting from overpayment of any Excluded Taxes or any Taxes (aincluding any interest paid or credited with respect thereto) From relating to a Pre-Closing Tax Period shall be the property of Seller, and if received by Purchaser or the Companies after the ClosingClosing Date, Buyer shall be paid over promptly pay to Seller; provided, that any refund or credit resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in Section 7.02(c)(ii) taking into account the type of Tax to which the refund relates. If any such refund is paid over to Seller pursuant to this Section 7.02(e) and is subsequently revoked, rescinded or otherwise required to be repaid to the relevant Governmental Authority, Seller shall repay the amount of any refunds such refund that is required to be repaid to the relevant Governmental Authority to Purchaser within fifteen (whether in 15) Business Days after demand therefor. Purchaser shall, at Seller’s reasonable request and at Seller’s expense, cause the form of cash Companies or a direct credit against Taxes other than Covered Taxes) received by Buyer, any Affiliate of Buyer or relevant entity to file for and use commercially reasonable efforts to obtain the Purchased Subsidiaries in respect of Covered Taxes (net receipt of any Taxes imposed thereon refund to which Seller is entitled under this Section 7.02(e). Purchaser shall permit Seller to participate in (including at Seller’s expense) the prosecution of any income or withholding Taxes that would be imposed on the repatriation such refund claim. Neither Purchaser nor any 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)Companies shall, 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 permitted by the applicable Tax Law, carryback of any Tax Asset generated in to a PostPre-Closing Tax Period; (iii) resulted from the payments Period any item of such Taxes made on loss, deduction 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 credit or any Purchased Subsidiary net operating loss, net capital loss or other tax credit or benefit that is attributable to, arises from or relates to any Person under Applicable Law or pursuant to a provision of a contract or other agreement entered taxable period (or assumedportion thereof) by any Purchased Subsidiary on or prior to commencing after 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. (a) From and after the Closing, Buyer shall promptly pay to Seller the amount Any refund 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 that were imposed in respect of Covered Taxes (net the income, gains, profits, business, property, sales, purchases or operations of the Company for any period ending on or before the Closing Date or the portion of any Taxes imposed thereon (including any income or withholding Taxes that would be imposed Straddle Period ending on the repatriation Closing Date, other than any such refund included as an asset in the Financial Statements, and any interest paid or credited in respect thereto (a “Refund”), shall be the property of the refund Seller. In the event that any Refund is received by the Company or any Affiliate thereof, including by way of credit or allowance against Taxes otherwise payable, an amount equal to the Buyer) such Refund (less any costs and any reasonable third-party out-of-pocket expenses reasonably incurred by the Purchased Subsidiaries Purchaser or the Company, as the case may be, in connection with obtaining the Refund) shall be paid to the Seller within ten (10) days following receipt from the applicable taxing authority. Any refund in respect of Taxes of the Company received by the Seller that is not a Refund shall be the property of the Company, and shall be paid to the Company within ten (10) days following such receipt from the applicable taxing authority. In the event that any refund of Taxes for which a payment has been made pursuant to this Section 7.02 is subsequently reduced or disallowed, the party entitled to such refund shall indemnify and hold harmless payor for any tax liability, including interest, assessed against such payor by reason of the reduction or credit)disallowance. The Purchaser shall, except if the Seller so requests and at the Seller’s expense, cause the relevant entity to file for and obtain any refund to which Seller is entitled under this Section 7.02. The Purchaser shall permit the Seller to control (at the Seller’s expense) the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as the Seller shall designate to represent such entity with respect to such refund claim. The principles set forth in Section 7.01(c) shall apply in determining the extent to which any Refund is attributable 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 portion of a contract or other agreement entered (or assumed) by any Purchased Subsidiary Straddle Period ending on or prior to the Closing Date. Buyer, at date of the sole cost and expense of Seller, shall take any actions reasonably requested by Seller to seek any refundsClosing.

Tax Refunds and Tax Benefits. Any cash Tax refund and any credit claimed in lieu of a cash Tax refund (aincluding any interest paid by a Taxing Authority with respect thereto) From relating to Excluded Taxes paid by Seller or its Affiliates (including any other member of the Seller Group) for a Pre-Closing Period (or that is otherwise an Excluded Asset or is with respect to Taxes paid or accrued by the Acquired Companies for a Pre-Closing Period) will be the property of the Seller, 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) if received by Buyer, any Affiliate of Buyer the Purchaser or the Purchased Subsidiaries in respect Acquired Companies or one of Covered Taxes its Affiliates, will be paid over promptly to the Seller (net of costs and Taxes as hereinafter provided). The Purchaser will, if the Seller so request, cause the Acquired Companies to file for and use Reasonable Efforts to obtain and expedite the receipt of any Taxes imposed thereon (including any income or withholding Taxes that would be imposed on the repatriation of the refund to which the BuyerSeller is entitled under this Section 9.3. The Purchaser will permit the Seller to participate in the prosecution of any such refund claim. Payments to the Seller under this Section 9.3 shall be net of (1) and any reasonable third-party out-of-pocket expenses incurred by the Purchased Subsidiaries costs associated in obtaining such refund or credit)of Taxes, except to and (2) any Taxes actually imposed on the Purchaser and/or the Acquired Companies as a result of such refunds. To the extent that a withholding Tax is imposed on such refund payments, the Purchaser (or credit (ithe Acquired Companies or their designees) was taken into account in shall be entitled to withhold from such payments pursuant to Section 9.11. If there is a subsequent reduction by a Taxing Authority of any amounts with respect to which a payment has been made pursuant to this Section 9.3, then the determination of Final Closing Working Capital; (ii) was produced Seller shall pay the Purchaser or the Acquired Companies, as applicable, an amount equal to such reduction plus any interest or penalties imposed by the carryback of any Tax Asset generated in a Post-Closing Tax Period; (iii) resulted from the payments of Taxing Authority with respect to 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 refundsreduction.

Tax Refunds and Tax Benefits. (a) From and after the ClosingAny Tax refund, Buyer shall promptly pay to Seller the amount of any refunds (whether in the form of cash credit 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 similar benefit (including any income interest paid or withholding credited with respect thereto) relating to Taxes that would 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 imposed on the repatriation property of the refund to the Buyer) Sellers, and any reasonable third-party out-of-pocket expenses incurred if received by the Purchased Subsidiaries in obtaining such refund Purchaser or credit)any Learning Entity, shall be paid over promptly to TCDI, except to the extent that such refund or credit (i) was taken into account in determining the determination of Final 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 (iidetermined on a marginal basis) was produced by 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 Asset generated 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 Tax Period; ). The Purchaser shall permit TCDI to participate (iiiat TCDI’s expense) resulted from in the payments prosecution of any 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 refundsrefund claim.

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 Any Tax refund 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 interest paid or withholding Taxes that would be imposed credited by a Governmental Authority with respect thereto) relating to any Pre-Closing Period or the portion of any Straddle Period ending on the repatriation Closing Date shall be the property of the refund Sellers, and if received by the Purchaser, NPC or its Subsidiaries, shall be paid over promptly to the BuyerSellers’ Representative, except for Tax refunds or credits resulting from the carryback of net operating losses or similar items from a taxable period (or portion of a Straddle Period) beginning after the Closing Date to a Pre-Closing Period. Any Tax refund or credit (including any interest paid or credited by a Governmental Authority with respect thereto) relating to any taxable period (or the portion of any Straddle Period) ending after the Closing Date shall be the property of the Sellers, and any reasonable third-party out-of-pocket expenses incurred if received by the Purchased Subsidiaries in obtaining such refund Purchaser, NPC or credit)its Subsidiaries, except shall be paid over promptly to the Sellers’ Representative, but only 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 is attributable to any deduction, loss, credit or loss or credit carryforward or carryback of any Tax Asset generated in a Post-Closing Tax Period; (iii) resulted that results from the payments deduction 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 Transaction Tax Deductions on or prior to the Closing Date (which, for the avoidance of doubt, shall include a loss or credit previously claimed for that becomes available for carryforward or carryback as a result of the deduction of the Transaction Tax Deductions). The Purchaser shall, if the Sellers’ Representative so requests and at the Sellers’ Representative’s expense, cause NPC or its Subsidiaries, as the case may be, or other relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund or credit to which the Sellers would be entitled under this Section 8.02. For purposes of determining the amount of Tax refund or credit that relates to a Pre-Closing Period or portion of a Straddle Period ending on the Closing Date, or that otherwise relates to the Transaction Tax Deductions, any payments or other deductions in respect of the cancellation of NPC Options, NPC Transaction Expenses, Indebtedness, bonuses or other amounts in connection with the transactions contemplated by this Agreement, including such amounts (i) paid at the Closing by a Seller, NPC or any of its Subsidiaries or (ii) not paid at the Closing and taken into account in the calculation of NPC Transaction Expenses or Closing Indebtedness on the Final Closing Statement, (collectively, the “Transaction Tax Deductions”), shall be accrued and deducted on the Closing Date to the extent permitted by law; provided that, in connection with the foregoing, NPC and its Subsidiaries shall make an election under Revenue Procedure 2011-29, 2011 18 IRB, to treat 70% of any success based fees that were paid by or on behalf of NPC or its Subsidiaries as an amount that did not facilitate the transactions contemplated under this Agreement and therefore treat 70% of such costs as deductible in the taxable period (or portion of a Straddle Period) that ends on the Closing Date. BuyerAny net operating loss for a Pre-Closing Period (or portion of a Straddle Period ending on the Closing Date) shall be carried back (or with respect to a net operating loss resulting from the deduction of the Transaction Tax Deductions only, at either forward or back) to the sole cost extent permitted by law to obtain a refund of (or credit on) Taxes, which shall inure, and expense be promptly paid, to the Sellers’ Representative (for disbursement to the Sellers) upon receipt or realization. The Purchaser shall not waive any right under applicable Law to any net operating loss, refund or credit that is for the account of Sellerthe Sellers under this Section 8.02. Without limiting the foregoing, to the extent that Taxes for the post-Closing portion of a Straddle Period are less than they would have been but for use of a net operating loss for the pre-Closing portion of a Straddle Period resulting from the deduction of the Transaction Tax Deductions, the savings shall inure to the benefit of the Sellers and be paid to the Sellers’ Representative (for disbursement to the Sellers) as such savings are realized, including through reduction in payments of estimated Income Taxes or receipt of a refund (or credit). Notwithstanding anything in this Agreement to the contrary, all payments by the Purchaser, NPC or its Subsidiaries to Sellers, pursuant to this Section 8.02, shall take be net of (A) any actions reasonably requested reasonable out-of-pocket expenses directly related to obtaining such refunds, (B) any Tax required to be withheld on such payment, and (C) any Taxes imposed on the Purchaser (net of any Tax benefit resulting from such Taxes to the extent such Tax benefit is not otherwise payable to the Sellers pursuant to this Section 8.02), NPC or its Subsidiaries as a result of such amounts, in each case, to the extent that such Taxes or expenses are not subject to indemnification by Seller the Sellers pursuant to seek this Agreement. If there is a subsequent reduction or disallowance, by a Governmental Authority (or by virtue of change in applicable Tax law), of any refundsamount with respect to which payment has been made to Sellers by the Purchaser, NPC or its Subsidiaries pursuant to this Section 8.02, then the Sellers shall indemnify the Purchaser, NPC or its Subsidiaries from and against any Tax or cost that related to such reduction or disallowance.

Tax Refunds and Tax Benefits. (a) From The Purchaser shall pay to the Sellers as an adjustment to the Purchase Price an amount equal to any refund of Taxes that were imposed in respect of the income, gains, profits, business, property, sales, purchases or operations of any of the Companies or the Company Subsidiaries for any Pre-Closing Tax Period (other than any such refund included as an asset in determining the Final Purchase Price Amount) and any interest paid or credited in respect thereto (a “Refund”). In the event that any Refund is received after the Closing by any of the Companies or any Affiliate thereof, including by way of credit or allowance against Taxes otherwise payable, an amount equal to such Refund (less any costs and expenses reasonably incurred by the Companies or their Affiliates, as the case may be, in connection with obtaining the Refund) shall be paid to the Sellers by the Purchaser promptly upon such receipt from the applicable taxing authority. Any refund in respect of Taxes of any of the Companies or the Company Subsidiaries received from and after the Closing, Buyer Closing by the Sellers that is not a Refund shall promptly pay to Seller be 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 property of the applicable Company or Company Subsidiary and an amount equal to such refund to the Buyer) and (less any reasonable third-party out-of-pocket costs and expenses reasonably incurred by the Purchased Subsidiaries Sellers or any Affiliate thereof, as the case may be, in connection with obtaining the refund) shall be paid to such Company or Company Subsidiary promptly upon such receipt from the applicable taxing authority. In the event that any refund of Taxes for which a payment has been made pursuant to this Section 7.02 is subsequently reduced or disallowed, the party that received the benefit of such refund pursuant to this Section 7.02(a) shall indemnify and hold harmless the payor for any Tax liability, including interest, assessed against such payor by reason of such reduction or credit)disallowance. The Purchaser shall, except if the Sellers so request and at the Sellers’ expense, cause the Companies and the Company Subsidiaries to file for and obtain any refund to which the Sellers are entitled under this Section 7.02. The Purchaser shall permit the Sellers to control (at the Sellers’ expense) the prosecution of any such refund claim, and shall cause the Companies and the Company Subsidiaries to authorize by appropriate power of attorney such persons as the Sellers shall designate to represent the Companies and the Company Subsidiaries with respect to such refund claim. The principles set forth in Section 7.01(c) shall apply in determining the extent to which any refund is attributable 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 portion of a contract or other agreement entered (or assumed) by any Purchased Subsidiary Straddle Period ending 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. (a) From Any cash Tax refund and after the Closing, Buyer shall promptly pay to Seller the amount any credit claimed in lieu of any refunds (whether in the form of a 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 Tax refund (including any income interest paid by a Governmental Entity with respect thereto) relating to Excluded Taxes or withholding Tax payments made for Pre-Closing Periods (or that is otherwise an Excluded Asset or is with respect to Taxes that would paid or accrued by any Acquired Company for a Pre-Closing Period) to the extent such Tax refund or credit was not included in Final Closing Working Capital (as finally determined under Section 2.5) will be imposed on the repatriation property of the Seller, and if received by the Purchaser or any Acquired Company or one of their Affiliates, will be paid over promptly to the Seller. The Purchaser will, if the Seller so requests and at the Seller’s expense, cause the Acquired Companies to file for and use Reasonable Efforts to obtain and expedite the receipt of any refund to which the BuyerSeller is entitled under this Section 9.3. The Purchaser will permit the Seller to participate (at the Seller’s expense) and in the prosecution of any such refund claim. Payments to the Seller under this Section 9.3 shall be net of (1) any reasonable third-party out-of-pocket expenses incurred by the Purchased Subsidiaries costs associated in obtaining such refund or credit)of Taxes, except to and (2) any Taxes actually imposed on the Purchaser and/or the Acquired Companies as a result of such refunds. To the extent that a withholding Tax is imposed on such refund payments, the Purchaser (or credit (iany Acquired Company or their designees) was taken into account in shall be entitled to withhold from such payments pursuant to Section 9.13. If there is a subsequent reduction by a Governmental Entity, of any amounts with respect to which a payment has been made pursuant to this Section 9.3, then the determination of Final Closing Working Capital; (ii) was produced Seller shall pay the Purchaser or the Acquired Company an amount equal to such reduction plus any interest or penalties imposed by the carryback of any Tax Asset generated in a Post-Closing Tax Period; (iii) resulted from the payments of Governmental Entity with respect to 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 Datereduction. Buyer, at the sole cost and expense of Seller, shall take any actions reasonably requested by Seller to seek any refunds.MASTER ACQUISITION AGREEMENT