Common use of Tax Refunds and Tax Benefits Clause in Contracts

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. In the event that the Company pays any amounts to Sponsor or a SPAC Insider in respect of Taxes under this ARTICLE V, and Sponsor (ior its beneficial owners) Except or such other SPAC Insider subsequently receives a refund of such Taxes, or recognizes any Tax Benefit (as set forth in Section 7.9(fdefined below), then the Common Equity Holders Company 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, amount of such Tax refunds included in the Closing Working Capital and taken into account in determining the Final Adjustment Amountrefund or Tax Benefit. Sponsor or a SPAC Insider shall pay any such Tax refund, (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 any recognized Tax Benefit, to the Company within five (collectively, “Non-Excluded 5) Business Days of receipt thereof (or any indemnity payable under Section 5.1 shall be offset if any Tax Refunds”refund or Tax Benefit is realized prior to such payment). Promptly upon receipt Sponsor and the other SPAC Insiders agree to use reasonable efforts to obtain (or cause to be obtained) any relevant Tax refunds and Tax Benefits and will request a Tax refund to be paid in cash where available. Sponsor and the other SPAC Insiders shall keep the Company reasonably informed as to the availability of any income Tax refund relating or Tax Benefit. For purposes of this Section 5.3, a “Tax Benefit” means any reduction in Taxes that Sponsor (or its beneficial owners) or any other SPAC Insider actually recognizes that would have not occurred but for the failure of the Mergers to qualify for the Intended Tax Treatment. For the avoidance of doubt, a Pre-Closing Period Tax Benefit will be deemed to occur if (includingi) the amount of capital gains upon the sale of Company shares or warrants is reduced as a result of any increase in Tax basis in such Company shares or warrants resulting from the failure of the Mergers to qualify for the Intended Tax Treatment, without limitationas compared with the Tax basis that would have resulted if the Mergers qualified for the Intended Tax Treatment or (ii) if the amount of capital losses upon the sale of Company shares or warrants is increased as a result of any increase in Tax basis in such Company shares or warrants resulting from the failure of the Mergers to qualify for the Intended Tax Treatment, as compared with the Tax basis that would have resulted if the Mergers qualified for the Intended Tax Treatment and such capital loss actually reduces or offsets capital gains of the Sponsor or a SPAC Insider that would have been recognized but for such capital loss. Notwithstanding anything to the contrary, the amount paid by Sponsor or any SPAC Insider pursuant to an IRS Form 4466this Section 5.3 shall not exceed the amount paid (or offset) by the Company to such Sponsor or SPAC Insider pursuant to Section 5.2, any income Tax Return and this Section 5.3 shall survive 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, year period following 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 expiration 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 period described 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 7.95.2.

Tax Refunds and Tax Benefits. Any cash Tax refund and any credit claimed in lieu of a cash Tax refund (iincluding any interest paid by a Taxing Authority with respect thereto) Except relating to Excluded Taxes will be the property of the Sellers, and if received by the Purchaser or the Acquired Company or one of its Affiliates, will be paid over promptly to the Sellers. The Purchaser will, if the Sellers so request, cause the Acquired Company to file for and use Reasonable Efforts to obtain and expedite the receipt of any refund to which a Seller is entitled under this Section 9.3. The Purchaser will permit the Sellers to participate in the prosecution of any such refund claim. Payments to the Sellers under this Section 9.3 shall be net of (1) any reasonable out-of-pocket costs associated in obtaining such refund of Taxes, and (2) any Taxes actually imposed on the Purchaser and/or the Acquired Company as set forth in Section 7.9(f)a result of such refunds. To the extent a withholding Tax is imposed on such payments, the Common Equity Holders Purchaser (or the Acquired Company or its designees) shall be entitled to all withhold from such payments pursuant to Section 9.12. Any cash Tax refunds attributable refund and any credit claimed in lieu of a cash Tax refund (including any interest paid by a Taxing Authority with respect thereto) relating to PreTax payments made for Post-Closing Periods (includingwill be the property of the Purchaser, without duplicationand if received by the Sellers, all Tax refunds reflected on Tax Returns filed will be paid over promptly to the Purchaser. If there is a subsequent reduction by a Taxing Authority of any amounts with respect to Pre-Closing Periodswhich a payment has been made pursuant to this Section 9.3, if and when then the recipient of amounts payable pursuant to this Section 9.3 shall pay the Purchaser or the Acquired Company or the Sellers, as applicable, an amount equal to such refunds are actually received reduction plus any interest or penalties imposed 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 Taxing Authority 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 7.9reduction.

Tax Refunds and Tax Benefits. Any refund of Taxes imposed in respect of the assets or income of the Acquired Companies, the Contributed Assets or the income, gains, profits, business, property, sales, purchases or operations of the EIS Business for any period ending on or before the Closing Date or the portion of any Straddle Period ending on the Closing Date, and any interest paid or credited in respect thereof (ia “Refund”), will be the property of Seller Group (excluding, for the avoidance of doubt, the Acquired Companies). In the event that any Refund is received by the Purchaser, or any Affiliate thereof, including by way of credit, offset or allowance against Taxes otherwise payable, an amount equal to the Refund (less any out-of-pocket costs and expenses reasonably incurred by the Purchaser or such Affiliate, as the case may be, in connection with obtaining the Refund) Except will be paid to Seller Parent (or such Seller Parent Subsidiaries designated by Seller Parent) within fifteen (15) days after actual receipt or actual reduction in Taxes paid. Any refund or credit in respect of Taxes imposed in respect of the assets or income of the Acquired Companies or the Contributed Assets received by Seller Group or any Affiliate thereof that is not a Refund will be the property of Purchaser, and Seller Parent shall pay to Purchaser the amount of such refund or the amount of such credit (less any out-of-pocket costs and expenses reasonably incurred by any member of the Seller Group or any such Affiliate, as the case may be, in connection with obtaining such refund or credit) to Purchaser within fifteen (15) days upon such receipt from the applicable Taxing Authority or reduction in Taxes otherwise payable. In the event that any refund of Taxes for which a payment has been made pursuant to this Section 5.4(d) is subsequently reduced or disallowed, the party entitled to such refund will indemnify and hold harmless payor for any Tax liability, including interest, assessed against such payor by reason of the reduction or disallowance. The Purchaser will, if Seller Parent so requests and at Seller Parent’s expense and direction, cause the relevant entity to file for and obtain any Refund to which Seller Group is entitled under this Section 5.4(d). The principles 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 (x5.4(a) exceed the amount, if any, of such Tax refunds included in the Closing Working Capital and taken into account will apply in determining the Final Adjustment Amount, (y) do not constitute refunds or rebates extent to which any Refund is attributable to the portion 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 Straddle 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 7.9Date.

Tax Refunds and Tax Benefits. Any cash Tax refund and any credit claimed in lieu of a cash Tax refund (iincluding any interest paid by a Taxing Authority with respect thereto) Except relating to Excluded Taxes will be the property of the Sellers, and if received by the Purchaser or the Acquired Company or one of its Affiliates, will be paid over promptly to the Sellers. The Purchaser will, if the Sellers so request, cause the Acquired Company to file for and use Reasonable Efforts to obtain and expedite the receipt of any refund to which a Seller is entitled under this Section 9.3. The Purchaser will permit the Sellers to participate in the prosecution of any such refund claim. Payments to the Sellers under this Section 9.3 shall be net of (1) any reasonable out­of­pocket costs associated in obtaining such refund of Taxes, and (2) any Taxes actually imposed on the Purchaser and/or the Acquired Company as set forth in Section 7.9(f)a result of such refunds. To the extent a withholding Tax is imposed on such payments, the Common Equity Holders Purchaser (or the Acquired Company or its designees) shall be entitled to all withhold from such payments pursuant to Section 9.12. Any cash Tax refunds attributable refund and any credit claimed in lieu of a cash Tax refund (including any interest paid by a Taxing Authority with respect thereto) relating to Pre-Closing Tax payments made for Post­Closing Periods (includingwill be the property of the Purchaser, without duplicationand if received by the Sellers, all Tax refunds reflected on Tax Returns filed will be paid over promptly to the Purchaser. If there is a subsequent reduction by a Taxing Authority of any amounts with respect to Pre-Closing Periodswhich a payment has been made pursuant to this Section 9.3, if and when then the recipient of amounts payable pursuant to this Section 9.3 shall pay the Purchaser or the Acquired Company or the Exhibit B - Page 83 of 134 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 84/134 Sellers, as applicable, an amount equal to such refunds are actually received reduction plus any interest or penalties imposed 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 Taxing Authority 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 7.9reduction.