Common use of Tax Refunds and Tax Benefits Clause in Contracts

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) relating to Excluded Taxes taxable periods (or any period prior to portions of taxable periods) ending on or before the Closing Date (except for refunds of Taxes included in the Tax Reserves, which shall be the property of the Sellerapplicable Buyer and, and if paid to the Sellers, shall be paid over promptly to such Buyer) shall be the property of the Sellers, and, if received by the Purchaser, any Xxxxxx Entity Buyer or Holdcoany Business Subsidiary, 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 SellerSellers. The Purchaser Buyers shall, if the Seller Sellers so requests request and at the Seller’s Sellers' expense, cause one of the Business Subsidiaries or other relevant Xxxxxx Entity or Holdco entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller would be Sellers are entitled under this Section 7.028.7. Any Tax refundThe Buyers shall permit the Sellers to participate (at the Sellers' expense) in the prosecution of any such refund claim. Notwithstanding the foregoing, credit or similar benefit (including any interest paid or credited with respect thereto) of a Xxxxxx Entity or Holdco relating the Buyers shall be entitled to any refund resulting from the carry-back of any item of loss, deduction or credit which arises in a Taxable period or portion thereof beginning after the Closing shall be for Date to any Taxable period ending on or before 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 PurchaserClosing Date.

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 taxable periods (or any period prior to portions of taxable period) ending on or before the date of the Closing Date and not taken into account in the determination of Closing Net Working Capital shall be for the benefit and the property of the Seller, and if received by the Purchaser, any Xxxxxx Entity Purchaser or Holdcoeither Company, 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 reasonably requests and at the Seller’s expense, cause the each Company or other relevant Xxxxxx Entity or Holdco entity to file for and use its reasonable best efforts to obtain and expedite the receipt Tax Returns requesting a refund of any refund Taxes to which the Seller would be is entitled under this Section 7.02. Any , and shall file such Tax Returns and use commercially reasonable efforts to obtain any such Tax refund, credit provided, however, that (i) the Seller will pay or similar benefit reimburse the Purchaser for any reasonable professional fees incurred by the Purchaser or its Affiliates in connection with the filing of such amended Tax Return within thirty (including 30) days of written request therefore, (ii) to the extent such amended Tax Return would result in any interest paid increase in Taxes of the Purchaser (or credited with respect thereto) of a Xxxxxx Entity or Holdco relating to either Company for any Tax period beginning after the Closing shall be for Date), the account Seller must obtain the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, and (iii) if received by the Sellerreceipt of such Tax refund is taxable to Purchaser, Purchaser shall be paid over promptly entitled to the Purchaser; provided, that any such amounts shall be net of any reasonable costs of obtaining such refund or credit and any net withhold an amount equal to its Tax borne by the Seller on account obligation in respect of the receipt of such Tax refund and/or prior to remitting it to Seller. The Purchaser shall permit the payment Seller to participate in (at the Seller’s expense) the prosecution of any such amounts to the Purchaserrefund claim.