Common use of Tax Refunds Clause in Contracts

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If Except to the Administrative Agent extent reflected as an asset (or Lender determinesan offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in its sole discretion, that it has received a refund of any Taxes paid or Other Taxes as to which it has been indemnified payable by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5any Sale Entity shall, it shall pay over such when actually realized (whether by an actual receipt of refund to the Borrower (but only to the extent of indemnity payments madeor credit, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the actual offset against other Taxes or Other Taxes giving rise to such refunddue and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowerreasonable, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and expenses relating to such claim, (ii) to Buyer if attributable to any other Taxes. To the Administrative Agent extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence agrees promptly to repay the amount of such Lender determinesrefund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For purposes of this Section 5.3(e), where it is necessary to apportion any such refund, credit or reduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax liability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and shall use Reasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the applicable Taxing Authority; provided, any refund, credit or reduction shall be for the account of Buyer (in each case, net of any reasonable, documented out-of-pocket costs (including Taxes) of Seller or its good faith judgmentAffiliates incurred in receiving such refund, that it would not be disadvantagedcredit or reduction of Taxes) if such refund, unduly burdened credit or prejudiced reduction arises as a result of any carry back to a Pre-Closing Tax Period (if such claimcarry back is automatic and required by operation of applicable Tax Law) of any net operating loss, and (iii) the Borrower furnishesnet capital loss or other tax credit, upon request of the Administrative Agent in each case, that is attributable to or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require arises from any Lender to make available its Tax returns taxable period (or any other information relating to its Taxes which it deems confidentialportion thereof) to either commencing after the Borrower or any other PersonClosing Date.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender incurred as a result of receiving such refund or in connection with paying over such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent and each or a Lender agrees be required to cooperate with pay any reasonable request made by amount to the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if pursuant to this paragraph (ig) the Borrower has agreed in writing to pay all payment of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) which would place the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of less favorable net after-Tax position than the Administrative Agent or such LenderLender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, an opinion of tax counsel (withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or creditTax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If (a) Any Taxes of the Administrative Agent Acquired Entities or Lender determinestheir Affiliates with respect to any Pre-Closing Tax Periods that are (i) refunded to ITOCHU or any of its Affiliates (including the Acquired Entities) after the Closing Date or (ii) credited against a Tax Liability of ITOCHU or any of its Affiliates (including the Acquired Entities), in its sole discretionshall, that it has received a refund net of any Taxes incurred in respect of the receipt or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over accrual of such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), credit and net of all any other third party, out-of-of pocket expenses attributable thereto, promptly be paid over to Xxxx; provided, however, that the foregoing shall not apply to any refunds or credits of the Administrative Agent or such Lender and without interest value added Taxes (other than any interest refunds or credits of value added Taxes that are paid by Xxxx after the relevant Governmental Authority Closing pursuant to the indemnity provisions of this Agreement), which refunds and credits may be retained by ITOCHU and its Affiliates (including the Acquired Entities) without the need to make any payments to Xxxx in respect thereof, provided further that it is understood that Xxxx shall not be liable to ITOCHU or any of its Affiliates (including the Acquired Entities) if such refunds or credits of value added Taxes are not received or obtained by ITOUCHU or its Affiliates (including the Acquired Entities) . Xxxx shall have the right to determine whether any claim for refund or credits of Taxes (other than value added Taxes) shall be made by or on behalf of the Acquired Entities with respect to any Pre-Closing Tax Period and to control proceedings with respect to such refund); provided claims and, if Xxxx elects to make such a claim and prosecute such claim, ITOCHU shall (and shall cause the Acquired Entities to) cooperate at Xxxx’x expense in connection therewith, including the preparation of any Tax Return that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of be filed by ITOCHU or the Administrative Agent and each Lender agrees to cooperate Acquired Entities in connection with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii. Without limiting Xxxx’x obligations under Section 5.6 and Section 6.6(a) the Administrative Agent and without limiting Xxxx’x rights to refunds or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This credits under this Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.9.4:

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.53.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent Agent, the Issuing Bank and each Lender the Lenders agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an and on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or the Issuing Bank’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or the Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent Agent, Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent Agent, the Issuing Bank or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If Seller shall be entitled to any refund in the Administrative Agent or Lender determines, in its sole discretion, that it has form of cash received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Company or a Transferred Subsidiary or direct credits against Taxes otherwise payable by the Company or a Transferred Subsidiary with respect to Taxes of the Company or a Transferred Subsidiary for any Pre-Closing Tax Period (other than any such refund that was reflected in the calculation of Closing Net Working Capital and, for the avoidance of doubt, Purchaser, the Company or their Subsidiaries shall not be required to pay or cause to be paid to Seller pursuant to this Section 9.1(b) any refund or credit to the extent such refund or credit reduced other amounts with respect to which Seller would have been obligated to pay to a Purchaser Indemnified Party pursuant to Section 9.1(a) but for such refund or credit). After receipt by Purchaser, the Borrower has paid additional amounts Company or any of their Subsidiaries of any such Tax refund, or after the filing of a Tax Return on which the Taxes payable for which Purchaser, the Company or any of their Subsidiaries would otherwise be liable is reduced as a result of such Tax credit to which Seller is entitled, Purchaser or the Company shall, or shall cause the applicable Subsidiary to, deliver and pay over, by wire transfer of immediately available funds, such Tax refunds to Seller. At the request of Seller, Purchaser will, and will cause the Company and its Subsidiaries to, execute such documents and take any other reasonable actions as may be necessary for Purchaser, the Company and their Subsidiaries to obtain Tax refunds for which any such Person is eligible and to which Seller is entitled pursuant to this Section 3.59.1(b) and Seller shall reimburse Purchaser, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net of all Company and their Subsidiaries for any out-of-pocket expenses incurred by them in connection therewith. Notwithstanding the foregoing, any such Tax refunds shall be for the account of Purchaser, the Company and their Subsidiaries to the extent that such Tax refund is attributable to the carryback from any Post-Closing Tax Period of items of loss, deductions or other Tax items of the Administrative Agent or such Lender Purchaser, the Company and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Persontheir Subsidiaries.

Tax Refunds. If the Administrative Agent Agent, a Lender or Lender an LC Issuer determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.52.15, and, in such party’s opinion acting reasonably, such refund amount is both reasonably identifiable and quantifiable by it without involving it in an unacceptable administrative burden, the Administrative Agent, such Lender or such LC Issuer, as applicable, shall pay over such refund amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 2.15 with respect to the Taxes or Other Taxes giving rise to such refund, and only to the extent that the Administrative Agent, such Lender or LC Issuer, as applicable, is satisfied, acting reasonably, that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent Agent, such Lender or such Lender LC Issuer, as applicable, that such Person, as applicable, reasonably determines will leave it (after that payment) in the same after tax position it would have been in had such Indemnified Taxes not been deducted, withheld or otherwise imposed and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund)indemnification payments had never been paid; provided provided, that the Borrower, upon the request of the Administrative Agent Agent, such Lender or such LenderLC Issuer, agrees to shall repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent Agent, such Lender or such Lender in the event LC Issuer if the Administrative Agent Agent, such Lender or such Lender LC Issuer is required to repay such refund to such Governmental Authority. Each of Nothing contained in Section 2.15 shall (a) interfere with the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all right of the Administrative Agent’s , any Lender or such Lender’s reasonable out-of-pocket costs and expenses relating any LC Issuer to such claim, (ii) the Administrative Agent or such Lender determinesarrange its affairs in whatever manner it thinks fit and, in its good faith judgmentparticular, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request none of the Administrative Agent Agent, any Lender or any LC Issuer shall be under any obligation to claim any available refund or relief for tax purposes on its corporate profits or otherwise, or to claim such Lenderrelief in priority to any other claims, an opinion of tax counsel reliefs, credits or deductions available to it, or (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to b) require the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require Agent, any Lender or any LC Issuer to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person. Notwithstanding anything to the contrary in this Section 2.15(5), in no event shall the Administrative Agent, any Lender or any LC Issuer be required to pay any amount to the Borrower pursuant to this Section 2.15(5) the payment of which would place such party in a less favourable after-Tax position than such party would have been in if Indemnified Taxes had not been deducted, withheld or otherwise imposed and no additional amounts or indemnification payments had been paid.

Tax Refunds. If (i) Subject to Section 5.5(f)(iii), all refunds of Taxes (refunds of Transfer Taxes shall be allocated in the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund same manner as Transfer Taxes are allocated under Section 5.5(e)) of any Taxes Company Party for any Pre-Closing Tax Period (or Other Taxes portion of a Straddle Period ending on the Closing Date as to which it has been indemnified determined in accordance with the same principles provided for in Section 5.5(c)) (whether in the form of cash received from the applicable Governmental Body or a direct credit or offset against Taxes) and any interest received thereon, including overpayments of estimated Tax (each, a “Tax Refund”) shall be for the account of the eCivis Holders. (ii) Promptly upon the written request by the Borrower eCivis Holders’ Representative, GTY will cause the relevant entity (e.g., Holdings, GTY, a Company Party or with respect any of their Subsidiaries or Affiliates) to which file for any such Tax Refund. Promptly upon receipt by the Borrower has paid additional amounts pursuant to this Section 3.5Surviving Company, it GTY or any of their Affiliates or Subsidiaries of any such Tax Refund, GTY shall pay over the amount of such refund to Tax Refund (without interest other than interest received from the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refundGovernmental Body), net of all (i) any Taxes imposed on the Surviving Company, GTY or any of their Affiliates or Subsidiaries that would not have been so imposed but for the receipt of such Tax Refund; and (ii) any reasonable, out-of-pocket expenses that GTY, a Company Party, or any of their Affiliates incurred in obtaining such Tax Refund. The net amount due to the eCivis Holders shall be payable ten (10) days after receipt of the Administrative Agent refund from the applicable Governmental Body (or, if the refund is in the form of direct credit or offset, ten (10) days after filing the Tax Return claiming such Lender and without interest credit or offset). (other than iii) Nothing in this Section 5.5(f) shall require that GTY make any interest paid by the relevant Governmental Authority payment with respect to any refund for a Tax (and such refundrefunds shall be for the benefit of GTY or the applicable Company Party) that is with respect to (A) any refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Post-Closing Tax Period (or portion of any Straddle Period beginning after the Closing Date); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus B) any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower Tax Refund in respect of a claim of a refund in respect of any Taxes Tax which was paid by GTY, any Company Party or their respective Affiliates after the Borrower or by such Lender for an on account of Closing Date to the Borrower if extent (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s eCivis Holders have not indemnified and will not indemnify GTY or any Company Party for such Lender’s reasonable out-of-pocket costs Taxes and expenses relating to such claim, (ii) such Tax did not reduce the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced Merger Consideration. (iv) The Parties agree to treat any payment made pursuant to this Section 5.5(f) as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable adjustment to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Merger Consideration for U.S. federal, state, local and non-U.S. income Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personpurposes.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower contrary in respect of a claim of a refund this clause (f), in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) no event will the Administrative Agent or such any Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and required to pay any amount to the Borrower pursuant to this clause (iiif) the Borrower furnishes, upon request payment of which would place the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to Lender in a less favorable net after-Tax position than the Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such Lender) that refund had not been deducted, withheld or otherwise imposed and the Borrower is likely indemnification payments or additional amounts with respect to receive a refund or creditsuch Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If Lender or Agent, as the Administrative case may be, determines that it is entitled to receive a refund or credit of such Tax or Other Tax, as to which Borrower has made an additional payment under this Section 1.11 or if Lender or Agent has been indemnified pursuant to this Section 1.11, Lender or Agent shall promptly notify such Borrower of the availability of such refund or credit. Lender determinesor Agent, as the case may be, shall apply for such refund or credit, at Borrower’s expense, within 30 days after receipt of instruction from Borrower to apply for such refund, and in the case of any application for refund or credit made by a Borrower, Lender shall deliver to such Borrower, at such Borrower’s request, such certificates, forms or other documentation as may be reasonably necessary to assist such Borrower in such application. If any Lender or Agent determines in its sole discretion, discretion that it has received a refund of or credit with respect to any Taxes Tax or Other Taxes Tax as to which it Borrower has made an additional payment under Section 1.11 or if Lender or Agent has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.51.11, it Lender or Agent shall pay over promptly notify Borrower and shall, within 30 days of receipt of such refund or the benefit of such credit, repay the amount of such refund or the benefit of such credit to the Borrower (but only to the extent of indemnity payments madesuch Borrower, or additional amounts paid, by the Borrower under this Section 3.5 plus any interest received with respect to the Taxes or Other Taxes giving rise to such refund)thereto, net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund)Lender; provided provided, however, that the Borrower, upon the request of the Administrative such Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative such Agent or such Lender in the event the Administrative such Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claimrefund, (ii) the Administrative Agent or such Lender determinesoffset, in its good faith judgmentreduction, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.53.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent Agent, the Issuing Banks and each Lender the Lenders agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an or on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or the Issuing Banks’ or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent Agent, such Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent Agent, such Issuing Bank or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.53.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent Agent, the Issuing Bank and each Lender the Lenders agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or the Issuing Bank’s or such Lender’s reasonable out-of-pocket costs and expenses relating Cleco Power LLC Credit Agreement to such claim, (ii) the Administrative Agent or the Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent Agent, Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent Agent, the Issuing Bank or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If on or after the Closing Date Vencor receives a cash payment out of the original amount deposited and held in escrow under the Tax Refund Escrow Agreement, Vencor shall promptly provide notice thereof to the Administrative Agent Agent, which notice shall specify the amount of the payment received and the date (the "Tax Receipt Date") on which such payment was received and the intended application thereof. Such cash payments shall be applied as follows: (i) During the two Business Day period after the Tax Receipt Date, Vencor may apply such payment (or Lender determinesa portion thereof) to pay a tax liability of the nature intended to be paid from funds held in escrow under the Tax Refund Escrow Account. (ii) If on the third Business Day after the Tax Receipt Date, in its sole discretion, that it has received a refund any portion of any Taxes or Other Taxes as to which it has such payment shall not have been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts applied pursuant to this Section 3.5clause (i), it such remaining amount shall pay over such refund be transferred from Vencor to the Borrower as an equity contribution. Concurrently with such transfer but subject to clause (d) below, the Commitments shall automatically be permanently reduced (but only not to below $75,000,000) in an amount equal to the amount so transferred and a portion of such amount shall be applied to prepay Loans and Swingline Loans to the extent the outstanding principal amount of indemnity payments madethe Loans and Swingline Loans exceeds the Commitments as so reduced, Notwithstanding the foregoing, the amount by which the Commitments are to be reduced shall be reduced by amounts that will be used promptly to repay principal of the PIP Claim and any interest accrued with respect thereto through the day of repayment. If the aggregate Commitments have previously been or additional amounts paid, by concurrently are being permanently reduced to $75,000,000: (A) the Borrower under this Section 3.5 with respect may, if it so elects, make a further permanent reduction in the Commitments in an amount up to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over transferred to the Borrower and not applied as provided in the foregoing provisions of this clause (plus any penalties, interest, or other charges imposed by the relevant Governmental Authorityc) and a portion of such amount transferred shall be applied to prepay Loans and Swingline Loans to the Administrative Agent extent the outstanding principal amount of the Loans and Swingline Loans exceeds the Commitments as so reduced; and (B) unless an Event of Default of the type described in Section 8.01(a) shall have occurred and be continuing or such Lender a Payment Blockage Period shall then be in effect, any amount transferred to the Borrower not applied as provided in the event foregoing provisions of this clause (c), shall be applied to prepay loans under the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower Senior Secured Credit Agreement until they have been paid in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personfull.

Tax Refunds. If Each Lender, Letter of Credit Issuer and the Administrative Agent agrees that if such Lender or Lender the Letter of Credit Issuer or the Administrative Agent determines, in its sole discretiondiscretion exercised in good faith, that it has received subsequently recovers or receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.54.6, it such Lender or the Letter of Credit Issuer or the Administrative Agent shall promptly pay over such Borrower such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and (including Taxes) related thereto without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that if, due to subsequent adjustment of such refund, such Lender or the Borrower, upon the request Letter of Credit Issuer or the Administrative Agent or is required to repay such Lenderamount to the relevant Governmental Authorities, such Xxxxxxxx agrees to repay the Lender or the Letter of Credit Issuer or the Administrative Agent, as the case may be, the amount paid over required to the Borrower (be repaid, plus any penalties, interest, penalties or other charges imposed by the relevant Governmental Authority) Authority in respect thereof. Notwithstanding anything to the contrary in this paragraph (i), in no event will any Lender or the Letter of Credit Issuer or the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is be required to repay such refund pay any amount to such Governmental Authority. Each of the Administrative Agent and each Lender agrees a Borrower pursuant to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if this paragraph (i) the Borrower has agreed in writing to pay all payment of the Administrative Agent’s which would place such Lender or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) Letter of Credit Issuer or the Administrative Agent or in a less favorable net after-Tax position than such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result Letter of such claim, and (iii) the Borrower furnishes, upon request of Credit Issuer or the Administrative Agent would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or creditTax had never been paid. This Section paragraph shall not be construed to require any Lender or Letter of Credit Issuer or the Administrative Agent to make available its Tax returns (or any other information relating to its Taxes which that it deems confidential) to either the any Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.53.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent Agent, the Issuing Banks and each Lender the Lenders agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or the Issuing Banks’ or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent Agent, such Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent Agent, such Issuing Bank or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If a Borrower pays any additional amount pursuant to Section 3.01 to the Administrative Agent or Lender determines, and the Lender determines in its sole discretiongood faith, that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a refund “Tax Benefit”), the Lender shall pay to such Borrower an amount that the Lender shall, in good faith, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) the Lender may determine, in good faith, consistent with the generally applicable policies of such Lender, whether to seek a Tax Benefit (provided that the Lender shall claim a Tax Benefit if it determines in good faith that claiming such Tax Benefit will not otherwise be disadvantageous to the Lender); (ii) any Taxes that are imposed on the Lender as a result of a disallowance or reduction (including through the expiration of any Taxes tax credit carryover or Other Taxes as to which it has been indemnified by carryback of the Borrower or Lender that otherwise would not have expired) of any Tax Benefit with respect to which the Lender has made a payment to a Borrower has paid additional pursuant to this paragraph shall be treated as a Tax for which such Borrower is obligated to indemnify the Lender pursuant to Section 3.01; (iii) nothing in this paragraph shall require the Lender to disclose any confidential information to any Borrower (including, without limitation, its tax returns); and (iv) the Lender shall not be required to pay any amounts pursuant to this Section 3.5, it shall pay over such refund to the Borrower (but only to the extent paragraph at any time during which an Event of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender Default has occurred and without interest (other than any interest paid by the relevant Governmental Authority is continuing with respect to such refund)Borrower. Any payment (or determination that no payment is due) by the Lender with respect to a Tax Benefit pursuant to this paragraph shall be accompanied by a schedule reasonably detailing the calculations for determining the amount of the Tax Benefit; provided provided, however, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed required to require any Lender to make available substantiate the basis of its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personcalculations.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to the Administrative Agent or such Lender the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent and each or any Lender agrees be required to cooperate with pay any reasonable request made by amount to the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if pursuant to this paragraph (ih) the Borrower has agreed in writing to pay all payment of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) which would place the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of less favorable net after-Tax position than the Administrative Agent or such Lender, an opinion of tax counsel (as applicable, would have been in if the Tax subject to indemnification and giving rise to such opinionrefund had not been deducted, which can be reasoned, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or creditTax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If after the Closing Date Purchaser, or any Acquired Subsidiary or an affiliate of Purchaser receives any refund of Taxes for which Seller has indemnified under this Agreement or would have received a refund but for such refund being used as a credit or other offset against Taxes not indemnified by Seller under this Agreement (each, a “deemed refund”), Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate shall promptly notify Seller of receipt of such refund and shall promptly thereafter transfer the funds from that refund or deemed refund to Seller or an affiliate designated by Seller provided that if any Tax is imposed on such refund or deemed refund, the Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate is hereby authorized to withhold any such Tax and such Tax shall reduce the amount otherwise transferable to Seller or its affiliate. The amount of any such Tax withheld shall be treated as transferred to Seller or its affiliate at the time it is withheld and remitted to the appropriate Governmental Authority. If there is a possibility that such a withholding Tax is payable, the Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate may in its reasonable discretion withhold such amounts in accordance with this Section 9.2(i). If the Administrative Agent Seller or Lender determines, in its sole discretion, that it has received affiliate wishes to apply for a refund of any Taxes such Tax, the Purchaser, the applicable Acquired Subsidiary or Other Taxes Purchaser affiliate shall reasonably cooperate with the Seller or its affiliate in making such claim, so long as the Seller or its affiliate agrees to which it has been indemnified by reimburse the Borrower Purchaser, the applicable Acquired Subsidiary or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net of all Purchaser affiliate for any out-of-pocket expenses of incurred. The Purchaser, the Administrative Agent applicable Acquired Subsidiary or such Lender and without interest (other than any interest paid by Purchaser affiliate shall give the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent Seller or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect its affiliate notice of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel Tax to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personwithheld.

Tax Refunds. If the Administrative Agent or a Lender determines, determines in its sole discretion, reasonable discretion that it has received a refund or credit (in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this Section 3.55.9, it Agent or such Lender, as applicable, shall pay over such refund to the such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the such Borrower under this Section 3.5 5.9 with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, however, that if Agent or such Lender is required to repay all or a portion of such refund to the relevant Governmental Authority, such Borrower, upon the request of the Administrative Agent or such Lender, agrees to shall repay the amount paid over to the such Borrower that is required to be repaid (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative within three (3) Business Days after receipt of written notice that Agent or such Lender is required to repay such refund (or a portion thereof) to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower Nothing contained in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative this Section 5.9.3 shall require Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) confidential or privileged to either the Borrower Borrowers or any other Personperson. Notwithstanding anything to the contrary herein, in no event will Agent or any Lender be required to pay any amount to any Borrower, the payment of which would place Agent or such Lender in a less favorable net after-tax position than Agent or such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Tax Refunds. If the Administrative Agent or Lender determines(i) Subject to Section 7.10(e)(iv), in its sole discretionAny refunds of Taxes, plus any interest attributable thereto, that it has are received by the Buyer (or its Affiliates) or any of the Target Entities or Company Subsidiaries that are related to Pre‑Closing Periods or Straddle Periods of the Target Entities or the Company Subsidiaries (such refund for a Straddle Period to be allocated in accordance with the principles of Section 7.10(c)), shall be for the sole account of the Sellers. For purposes of this Section 7.10(e), each of the Target Entities and Company Subsidiaries shall be deemed to have received a refund of any Taxes to the extent that such Target Entity or Other Taxes as Company Subsidiary elects to apply such refund, which it has would otherwise have been indemnified by the Borrower entitled to receive, to offset or reduce Taxes relating to any Post-Closing Period or with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date (determined in accordance with the principles of Section 7.10(c)). The Buyer shall, and shall cause each of the Target Entities and Company Subsidiaries, to cooperate with the Sellers in obtaining refunds of the Target Entities and the Company Subsidiaries relating to Pre-Closing Periods and Straddle Periods (including through amendment of Tax Returns) for which Sellers will reimburse Buyer for any reasonable out-of-pocket third party costs. (ii) To the Borrower has paid additional amounts extent that the Buyer (or its Affiliates) or any of the Target Entities or Company Subsidiaries receives (or is deemed to receive pursuant to this Section 3.510.7(e)) a refund that is for the benefit of the Sellers, it the Buyer shall pay over to the Sellers the amount of such refund (without interest other than interest received from the Governmental Authority), net of (x) any Taxes related to the receipt of such refund (including any Taxes that would be imposed on a distribution of any portion of such refund to the Borrower Buyer); and (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net of all y) any reasonable out-of-pocket expenses that the Buyer or any Target Entity or Company Subsidiary or any of the Administrative Agent their Affiliates incur (or such Lender and without interest (other than any interest paid by the relevant Governmental Authority has or will incur) with respect to such refundrefund (and related interest); provided that . The net amount due to the Borrower, upon the request Sellers shall be payable ten (10) days after receipt of the Administrative Agent refund from the applicable Governmental Authority (or, if the refund is in the form of direct credit, ten (10) days after filing the Tax Return claiming such credit). (iii) With respect to any Straddle Period Tax Return (and without duplication of any refunds to be paid pursuant to Section 10.7(e)), the Buyer shall promptly notify Seller of, and the Buyer shall pay (or such Lender, agrees cause to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authoritybe paid) to the Administrative Agent Seller promptly after such Straddle Period Tax Return is filed, an amount equal to the excess, if any, of (x) the aggregate amount of cash deposited with (or prepaid to) a Tax authority by a Target Entity or Company Subsidiary (as the case may be) on or prior to the Closing Date with respect to such Lender Straddle Period Tax Return over (y) such Target Entity’s or Company Subsidiary’s share of the Taxes of such Target Entity or Company Subsidiary for such Straddle Period (ignoring the amount of such cash deposits and prepayments that have been made on or prior to the Closing Date) (as determined pursuant to Section 7.10(c)), provided, however, that the Buyer will not have any obligation to Seller pursuant to this Section 7.10(c) to the extent such excess was included in the event computation of Final Working Capital or Final Closing Indebtedness, each as finally determined. (iv) Nothing in this Section 7.10(e) shall require that the Administrative Agent Buyer make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of the Buyer, the Target Entities and the Company Subsidiaries) that is with respect to (A) any refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Post-Closing Period (or portion of any Straddle Period beginning after the Closing Date); (B) any refund for Tax to the extent the reflected as a current asset (or offset to a current liability) on the Final Working Capital, as finally determined; (C) any refund of Tax for a Pre-Closing Period or Straddle Period of the Target Entities or Company Subsidiaries which Tax is paid after the Closing Date by any of the Buyer, the Target Entities or the Company Subsidiaries, to the extent Sellers did not previously indemnify Buyer for such Lender is required Tax pursuant to repay such Section 10.2; (D) any refund for Tax that gives rise to a payment obligation by any Target Entity or Company Subsidiary to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by the Target Entity or Company Subsidiary on or prior to the Closing Date; or (E) any refund for Tax to the extent Buyer has made a payment to Sellers with respect to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Tax under Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person7.10(j).

Tax Refunds. If the Administrative Agent Agent, a Lender or Lender any Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent Agent, such Lender or such Lender Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent Agent, such Lender or such LenderIssuing Bank, agrees to repay the amount paid over to the Borrower pursuant to this Section 5.03(g) (plus any penalties, interestadditions to tax, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent Agent, such Lender or such Lender Issuing Bank in the event the Administrative Agent Agent, such Lender or such Lender Issuing Bank is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower contrary in respect of a claim of a refund this Section 5.03(g), in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of no event will the Administrative Agent’s , Lender or Issuing Bank be required to pay any amount to the Borrower pursuant to this Section 5.03(g) the payment of which would place such Lender’s reasonable outAdministrative Agent, Lender or Issuing Bank in a less favorable net after-of-pocket costs and expenses relating Tax position than such Administrative Agent, Lender or Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credithad never been paid. This Section 5.03(g) shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determinesSellers will be entitled to any (i) Tax refunds, in its sole discretionincluding interest paid therewith, that it has received a refund of any relate to Taxes paid by Sellers, the Company or Other Taxes as to which it has been indemnified by the Borrower or Subsidiaries with respect to a Pre-Closing Tax Period , and (ii) amounts credited against Tax to which the Borrower has paid additional amounts Sellers, Company or the Subsidiaries become entitled (including the ERC) which relates to any Pre-Closing Tax Period. Buyer shall pay to Sellers any such refund or the amount of any such credit, net of any expenses or Taxes incurred by Buyer or any of its Affiliates reasonably attributable to such refund or credit, within 15 days after receipt of such refund. None of the Buyer, the Company, or the Subsidiaries shall have an obligation to claim any refund or credit that will give rise to a payment to Sellers pursuant to this Section 3.57.8(d); provided, it however, (i) that, notwithstanding any other provision of this Agreement, at the request of Sellers, Buyer shall pay over such cause any Tax Return of the Company or the Subsidiaries that relates to a Pre-Closing Tax Period to be amended as necessary in connection with the ERC, and (ii) Buyer shall promptly notify Sellers of any right to a refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 credit with respect to a Pre-Closing Tax Period of which Buyer or any of its Affiliates becomes aware. Any Tax refunds or credits received by Sellers after the Closing and that relate to Taxes paid by Bxxxx with respect to a Post-Closing Tax Period shall be for the account of Buyer. Sellers shall pay to Buyer any such refund (or Other Taxes giving rise to the amount of any such refundcredit), net of all out-of-pocket any expenses or Taxes incurred by Sellers or any of their Affiliates reasonably attributable to such refund or credit, within 15 days after receipt of such refund; provided, however, Sellers shall have no obligation to claim any refund or credit that will give rise to a payment to Buyer or any of its Affiliates pursuant to this Section 7.8(d). To the Administrative Agent extent any such refund or such Lender and without interest credit subject to this Section 7.8(d) is subsequently disallowed or required to be returned to the applicable Tax Authority, Sellers (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees refunds and credits relating to a Pre-Closing Tax Period) and Buyer (with respect to refunds and credits relating to a Post-Closing Tax Period) agree promptly to repay the amount paid over of such refund, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personparty.

Tax Refunds. If the Administrative Agent All refunds of Taxes (including interest actually received thereon from a relevant Taxing Authority) and offsets against Taxes for Tax periods (or Lender determines, in its sole discretion, that it has received a refund of any Taxes portions thereof) ending on or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over such refund prior to the Borrower Closing Date (but only other than to the extent any such refund or offset for Tax is reflected on the Agreed Balance Sheet or any such refund or credit of indemnity payments madeTaxes results from the carryback of a Tax attribute of the Company or its Subsidiaries relating to a Post-Closing Tax Period) shall be for the account of Seller, and Purchaser shall pay such amounts to Seller if such refunds are received by Purchaser, the Company, or additional amounts paid, by the Borrower under this Section 3.5 with respect Subsidiaries. Purchaser shall be entitled to the all other refunds of Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without (including interest (other than any interest paid by the actually received thereon from a relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Taxing Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund offsets against Taxes in respect of any Taxes paid by the Borrower or by such Lender for an on account Tax liability of the Borrower Company and the Subsidiaries (including to the extent such benefits are taken into account on the Agreed Balance Sheet or such benefit is due to a refund or credit of Taxes resulting from the carryback of a Tax attribute of the Company or its Subsidiaries relating to a Post-Closing Tax Period), and Seller shall pay such amounts to Purchaser if such amounts are received by Seller or any Affiliate thereof. Upon the request of Seller or the Purchaser, the other party shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Seller or the Purchaser is entitled pursuant to the preceding sentences. The Company and its Subsidiaries shall not carryback a Tax attribute of the Company or its Subsidiaries that relates to a Post-Closing Tax Period into a Pre-Closing Tax Period unless (i) the Borrower has agreed in writing such Tax attribute is required to pay all of the Administrative Agent’s or such Lender’s reasonable outbe carried back to Pre-of-pocket costs and expenses relating to such claimClosing Tax Periods under applicable Law, (ii) such Tax attribute was taken into account in the Administrative Agent Agreed Balance Sheet or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishesBuyer obtains Seller's consent, upon request with such consent not to be unreasonably withheld, delayed or conditioned. Any payments required to be made under this Section 11.5 shall be made in readily available funds within five (5) days of the Administrative Agent or such Lender, an opinion receipt of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require the application of any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personsuch refunds as a credit against Tax.

Tax Refunds. If Seller shall be entitled to any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to the Administrative Agent Company or Lender determinesUSIS for any Pre-Closing Tax Period, in its sole discretionincluding any such amount arising by reason of an amended Tax Return filed after the Closing Date, an audit or otherwise; provided, however, that it has any Tax refund or other benefit (i) that relates to a carryback of a Company loss from a Post-Closing Tax Period and that would not otherwise have been received by Seller or an Affiliate thereof or (ii) that is specifically identified and reserved for in the GAAP Financial Statements, shall be the property of Buyer. Buyer shall be entitled to any Tax refund or other benefit of the Company or USIS of or against any Taxes other than refunds or other benefits to which Seller is entitled pursuant to the foregoing sentence. In connection with the foregoing, if Seller reasonably determines that the Company or USIS is entitled to file or make a formal or informal claim for a refund of any Taxes or Other Taxes as to which it has been indemnified (including by the Borrower or filing an amended Tax Return) with respect to which the Borrower has paid additional amounts pursuant a Pre-Closing Tax Period, Seller shall be entitled to this Section 3.5, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments madefile or make, or additional amounts paidto request that Buyer cause the Company or USIS, by as applicable, to file or make, such formal or informal claim for refund, and Seller shall be entitled to control of the Borrower under this Section 3.5 prosecution of such claim for refund. Buyer shall cooperate, and cause the Company or USIS, as applicable, to cooperate, with respect to such claim for refund (including, if applicable, with respect to the Taxes filing or Other Taxes giving rise to making of such claim for refund), net of all out-of-pocket expenses of and shall pay, or cause the Administrative Agent Company or such Lender and without interest USIS, as applicable, to pay, to Seller the amount (other than including any interest paid thereon by the relevant Governmental applicable Taxing Authority and net of any costs or expenses incurred by Buyer or any of its Affiliates with respect to such refund or claim for refund) of any related refund, credit, offset or other similar benefit thereof. Any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to the Company or USIS for a Straddle Period shall be equitably apportioned among Buyer and Seller in a manner consistent with the principles set forth in Section 9.1(a); provided that . Each party hereto shall pay, or cause its Affiliates to pay, to the Borrowerparty entitled to a Tax refund or other benefit under this Section 9.4, upon the request of the Administrative Agent or such Lender, agrees to repay the amount of such refund or benefit (including any interest paid over thereon and net of any Taxes to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay party receiving such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower or benefit in respect of a claim of a refund in respect of any Taxes paid by the Borrower receipt or by such Lender for an on account of accrual thereof) within ten (10) days after the Borrower if (i) actual receipt or realization thereof or the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result application of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a Tax refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personbenefit against amounts otherwise payable.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a Seller shall be entitled to any refund of Taxes (including, for the avoidance of doubt, any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over such refund attributable to an overpayment of Tax shown on any originally filed Tax Return in respect of any Pre-Closing Period or any pre-Closing portion of any Straddle Period that is originally filed after the Borrower (but only Closing), including any related interest received from the applicable Governmental Authority, of the Target Company or its Subsidiary that is received by Purchaser, the Target Company or the Target Company’s Subsidiary after the Closing, except to the extent (i) such refund relates to a Purchaser Closing Date Tax, (ii) arising as a result of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund), net a carryback of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, a loss or other charges imposed by the relevant Governmental AuthorityTax benefit generated in any Post-Closing Period or (iii) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower is in respect of a claim Tax Return that is originally filed after the Closing Date and is attributable to the excess, if any, of a refund (x) the Taxes shown to be due and payable on such originally filed Tax Return (to the extent actually paid by Purchaser, the Target Company, its Subsidiary or any Affiliate thereof after the Closing) over (y) the amount paid by Seller in respect of such Tax Return. Purchaser shall pay, or shall cause to be paid, to Seller any Taxes paid by amount to which Seller is entitled pursuant to the Borrower or by such Lender for an on account preceding sentence reasonably promptly after the receipt of the Borrower if applicable refund by Purchaser, the Target Company or the Target Company’s Subsidiary, as applicable; provided that (i1) the Borrower has agreed in writing amount payable pursuant to pay all the preceding sentence shall be net of the Administrative Agent’s or such Lender’s any reasonable out-of-pocket costs or expenses incurred by Purchaser, the Target Company or the Target Company’s Subsidiary in obtaining such refund and expenses relating to such claim, (ii) any Taxes imposed on the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result receipt of such claim, refund and (iii2) to the Borrower furnishes, upon request of the Administrative Agent extent such refund is subsequently disallowed or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel required to be reasonably acceptable returned to the Administrative Agent applicable Governmental Authority, Seller shall promptly repay to Purchaser the amount of such refund, together with any interest, penalties or additions to Tax imposed by such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other PersonGovernmental Authority.

Tax Refunds. If Except to the Administrative Agent extent reflected as an asset (or Lender determinesan offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in its sole discretion, that it has received a refund of any Taxes paid or Other Taxes as to which it has been indemnified payable by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5any Sale Entity shall, it shall pay over such when actually realized (whether by an actual receipt of refund to the Borrower (but only to the extent of indemnity payments madeor credit, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the actual offset against other Taxes or Other Taxes giving rise to such refunddue and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowerreasonable, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and expenses relating to such claim, (ii) to Buyer if attributable to any other Taxes. To the Administrative Agent extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence agrees promptly to repay the amount of such Lender determinesrefund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For purposes of this Section 5.3(e), where it is necessary to apportion any such refund, credit or reduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax liability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and shall use Reasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any Tax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the applicable Taxing Authority; provided, any refund, credit or reduction shall be for the account of Buyer (in each case, net of any reasonable, documented out-of-pocket costs (including Taxes) of Seller or its good faith judgmentAffiliates incurred in receiving such refund, that it would not be disadvantagedcredit or reduction of Taxes) if such refund, unduly burdened credit or prejudiced reduction arises as a result of any carry-back to a Pre-Closing Tax Period (if such claimcarry back is automatic and required by operation of applicable Tax Law) of any net operating loss, and (iii) the Borrower furnishesnet capital loss or other tax credit, upon request of the Administrative Agent in each case, that is attributable to or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require arises from any Lender to make available its Tax returns taxable period (or any other information relating to its Taxes which it deems confidentialportion thereof) to either commencing after the Borrower or any other PersonClosing Date.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as (a) Subject to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Taxes or Other Taxes giving rise to such refund7.3(d), net Seller shall be entitled to any refund or credit of all out-of-pocket expenses of the Administrative Agent or such Lender against Excluded Taxes (and without interest (other than any interest paid by the relevant Governmental Authority or penalty rebate with respect to such refundrefund or credit received from the Taxing Authority); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over except to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or extent that such Lender Excluded Taxes are taken into account in the event the Administrative Agent or such Lender is required determination of Final Net Working Capital pursuant to repay such refund Section 1.6. (b) Buyer shall be entitled to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all any refund or credit of or against any Taxes of the Administrative Agent’s Companies and their Subsidiaries (and any interest or such Lender’s reasonable out-of-pocket costs and expenses relating penalty rebate with respect to such claimrefund or credit received from the Taxing Authority), except to the extent such refunds or credits of or against Excluded Taxes, (ii) any refund or credit or against any Taxes of the Administrative Agent Companies and their Subsidiaries included in the determination of Final Net Working Capital pursuant to Section 1.6 (and any interest or penalty rebate with respect to such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened refund or prejudiced as a result of such claimcredit ), and (iii) the Borrower furnishes, upon request any refund or credit that is not for Seller's benefit as a result of the Administrative Agent or such Lender, an opinion application of tax counsel Section 7.3(d). (such opinion, which can be reasonedc) Each party hereto shall forward, and such counsel shall cause its Affiliates to be reasonably acceptable forward, to the Administrative Agent or such Lenderparty entitled pursuant to Section 7.3(a) that the Borrower is likely to receive a refund or credit. This credit of Taxes, the amount of such refund or credit within ten (10) days after such refund is received or applied against another Tax liability, as the case may be, in each case net of any Taxes or costs to the party receiving such refund or credit (including income or withholding Taxes that would be imposed on the receipt or distribution of the refund by the Companies or their Subsidiaries to the Party required to obtain such payment). (d) Nothing in this Section 7.3 shall require that Buyer make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of the Buyer the Companies and the Subsidiaries) that is with respect to any refund for Tax that gives rise to a payment obligation by the Companies or any of their Subsidiaries to any Person under Applicable Law or pursuant to a provision of a Contract or other agreement entered (or assumed) by the Companies or any of their Subsidiaries on or prior to the Closing Date. (e) Notwithstanding anything to the contrary set forth in this Agreement, the Buyer, the Companies and the Subsidiaries shall not be construed carry back any net operating loss or other Tax attribute or Tax credit incurred in a Post-Closing Period to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Persona Pre-Closing Period.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to the Administrative Agent or such Lender the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent and each or any Lender agrees be required to cooperate with pay any reasonable request made by amount to the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if pursuant to this paragraph (ih) the Borrower has agreed in writing to pay all payment of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) which would place the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of less favorable net after-Tax position than the Administrative Agent or such Lender, an opinion of tax counsel (as applicable, would have been in if the Tax subject to indemnification and giving rise to such opinionrefund had not been deducted, which can be reasoned, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or creditTax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower contrary in respect of a claim of a refund this clause (f), in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) no event will the Administrative Agent or such any Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and required to pay any amount to the Borrower pursuant to this clause (iiif) the Borrower furnishes, upon request payment of which would place the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to any Lender in a less favorable net after-Tax position than the Administrative Agent or any Lender would have been in if the Tax subject to indemnification and giving rise to such Lender) that refund had not been deducted, withheld or otherwise imposed and the Borrower is likely indemnification payments or additional amounts with respect to receive a refund or creditsuch Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.53.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent Agent, the Issuing Bank and each Lender the Lenders agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or the Issuing Bank’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or the Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent Agent, Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent Agent, the Issuing Bank or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender a Secured Party determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Taxes or Other indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.3, and, in such party’s opinion acting reasonably, such refund amount is both reasonably identifiable and quantifiable by it without involving it in an unacceptable administrative burden, the Secured Party shall pay over such refund amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.3 with respect to the Taxes or Other Taxes giving rise to such refund, and only to the extent that the Secured Party is satisfied, acting reasonably, that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent Secured Party that such Person, as applicable, reasonably determines will leave it (after that payment) in the same after tax position it would have been in had such Indemnified Taxes not been deducted, withheld or such Lender otherwise imposed and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund)indemnification payments had never been paid; provided provided, that the Borrower, upon the request of the Administrative Agent or such LenderSecured Party , agrees to shall repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in Secured Party if the event the Administrative Agent or such Lender Secured Party is required to repay such refund to such Governmental Authority. Each of Nothing contained in this Section 5.3 shall (a) interfere with the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect right of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed Secured Party to arrange its affairs in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determineswhatever manner it thinks fit and, in its good faith judgmentparticular, that it would not no Secured Party shall be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel under any obligation to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a claim any available refund or credit. This Section shall not be construed relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it, or (b) require any Lender the Secured Party to make available its Tax tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person. Notwithstanding anything to the contrary in this Section 5.3(4), in no event shall any Secured Party be required to pay any amount to the Borrower pursuant to this Section 5.3(4) the payment of which would place such party in a less favourable after-tax position than such party would have been in if indemnified Taxes had not been deducted, withheld or otherwise imposed and no additional amounts or indemnification payments had been paid. Payments to be made by any Secured Party to the Borrower in accordance with this Section 5.3(4) shall be made within ninety (90) days from the date of receipt by the Secured Party of the relevant refund.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund Loan Party makes a payment of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Tax Indemnitee under Section 5.8.2 of this Agreement and either (i) the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5, it shall pay over applicable Loan Party determines that there is a reasonable basis for asserting that such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 with respect to the Indemnified Taxes or Other Taxes giving rise were not correctly or legally imposed or asserted by the relevant Governmental Authority, unless the relevant Tax Indemnitee reasonably disagrees with such determination or (ii) the applicable Tax Indemnitee has actual knowledge that such Indemnified Taxes or Other Taxes are refundable to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid Tax Indemnitee by the relevant Governmental Authority (in which case such Tax Indemnitee shall within a reasonable period of time provide written notice to the applicable Loan Party of such refundable Indemnified Taxes or Other Taxes) then, in each case, at the applicable Loan Party’s written request and at the applicable Loan Party’s cost and expense, such Tax Indemnitee shall make a claim for refund of such Indemnified Taxes or Other Taxes (and any interest and penalties arising therefrom or with respect thereto) to such Governmental Authority in the manner prescribed by Applicable Law and shall take such other reasonable necessary actions as required by the applicable Loan Party in pursuit of such refund claim. To the extent a Tax Indemnitee actually realizes a refund for an Indemnified Tax or Other Tax, the Tax Indemnitee shall pay such refund (net of out of pocket expenses incurred to obtain such refund); ) to the relevant Loan Party, provided that (i) no Tax Indeminitee shall be obligated to make a payment to the Borrower, upon extent it would result in the request of Tax Indemnitee and its Affiliates being in a worse after Tax position than the Administrative Agent Tax Indemnitee would have been had no Indeminified Tax or such Lender, Other Tax been incurred and (ii) each Loan Party agrees to repay to the Tax Indemnitee the amount of the refund paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant a Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender Tax Indemnitee is required to repay such the refund to such the Governmental Authority. Each of Nothing contained in this Section 5.8.3 shall interfere with the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect right of a Tax Indemnitee to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent or other Tax Indemnitee to claim of any Tax refund that would cause a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating detriment to such claim, (ii) the Administrative Agent Tax Indemnitee or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax tax returns (or disclose any other information relating to its Taxes Tax affairs or any computations in respect thereof or require any Tax Indemnitee to take any other action that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it deems confidential) to either the Borrower or any other Personmay be entitled.

Tax Refunds. If the Administrative Agent or a Lender determines, (or an assignee) determines in its sole discretion, reasonable discretion that it has received a refund or credit (in lieu of such refund) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the a Borrower or with respect to which the a Borrower has paid additional amounts pursuant to this Section 3.55.9, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.9 with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or assignee) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, however, that if Agent or such Lender (or assignee) is required to repay all or a portion of such refund to the Borrowerrelevant Governmental Authority, Borrowers, upon the request of the Administrative Agent or such LenderLender (or assignee), agrees to shall repay the amount paid over to the Borrower that is required to be repaid (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative (or assignee) within three Business Days after receipt of written notice that Agent or such Lender (or assignee) is required to repay such refund (or a portion thereof) to such Governmental Authority. Each of the Administrative Agent and each Lender agrees to cooperate with any reasonable request made by the Borrower Nothing contained in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative this Section 5.13 shall require Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender (or assignee) to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) confidential or privileged to either the Borrower Borrowers or any other Personperson. Notwithstanding anything to the contrary, in no event will Agent or any Lender (or assignee) be required to pay any amount to Borrowers the payment of which would place Agent or such Lender (or assignee) in a less favorable net after-tax position than Agent or such Lender (or assignee) would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.55.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the contrary in this Section 5.03(g), in no event will the Administrative Agent and each or any Lender agrees be required to cooperate with pay any reasonable request made by amount to the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (ipursuant to this Section 5.03(g) the Borrower has agreed in writing to pay all payment of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) which would place the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of less favorable net after-Tax position than the Administrative Agent or such LenderLender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, an opinion of tax counsel (withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or creditTax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.53.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Administrative Agent Agent, the Issuing Banks and each Lender the Lenders agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an 37ALLETE Credit Agreement on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s 's or the Issuing Banks' or such Lender’s 's reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Issuing Bank or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent Agent, such Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent Agent, such Issuing Bank or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.5‎Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.5 ‎Section 5.03 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender incurred as a result of receiving such refund or in connection with paying over such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of Notwithstanding anything to the contrary in this paragraph ‎(g), in no event will the Administrative Agent and each or a Lender agrees be required to cooperate with pay any reasonable request made by amount to the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (ipursuant to this paragraph ‎(g) the Borrower has agreed in writing to pay all payment of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) which would place the Administrative Agent or such Lender determines, in its good faith judgment, that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of less favorable net after-Tax position than the Administrative Agent or such LenderLender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, an opinion of tax counsel (withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such opinion, which can be reasoned, and such counsel to be reasonably acceptable to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or creditTax had never been paid. This Section ‎Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to either the Borrower or any other Person.

Tax Refunds. If the Administrative Agent or Lender determinesAny refunds of Taxes, in its sole discretion, that it has including any interest received from a refund Governmental Authority thereon and net of any Taxes imposed thereon or Other Taxes as to which it has been indemnified by the Borrower or reasonable expenses incurred with respect thereto, attributable to which any Pre-Closing Tax Period of the Borrower has paid additional amounts pursuant to this Section 3.5Company shall be for the account of the Equityholders, it shall pay over such refund to the Borrower (but only except to the extent such refund is attributable to a Tax attribute arising in a taxable period (or portion thereof) beginning after the Closing Date or was taken into account as a Current Asset in the determination of indemnity payments madeFinal Working Capital. Promptly upon the Company’s (or any of its Affiliates’) receipt of any such refund, or additional amounts paidParent shall pay over, by the Borrower under this Section 3.5 wire transfer of immediately available funds, any such refund, including any interest received by an applicable Governmental Authority thereon and net of any Taxes imposed thereon or reasonable expenses incurred with respect thereto, to the Taxes or Other Taxes giving rise to such refundPaying Agent (for the benefit of the Stockholders) and the Company (for the benefit of the Optionholders), net in each case, to be distributed in accordance with the applicable Pro Rata Shares set forth in the Distribution Waterfall. All such amounts for which a refund could be claimed shall be claimed as a cash refund rather than as a credit against future Tax liabilities. Upon the Equityholders’ Representative’s request and at the Equityholders’ expense, Parent shall take any reasonable action necessary for the Company to promptly claim refunds attributable to any Pre-Closing Tax Period and cause the Company to claim refunds attributable to any Pre-Closing Tax Period within the statutorily required time period. Notwithstanding anything in this Agreement to the contrary, in the event that any such refund of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than Taxes is subsequently determined by any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay be less than the amount paid over to the Borrower Equityholders, the Equityholders shall promptly return any such disallowed amounts (plus any penalties, interest, or other charges imposed by the relevant interest in respect of such disallowed refund owed to a Governmental Authority) to the Administrative Agent or such Lender Parent. All Transaction Tax Deductions shall be considered to arise in the event Pre-Closing Tax Period to the Administrative Agent or such Lender is required extent permitted by applicable Tax law. All items of loss, deduction and credit of the Company attributable to repay such refund a Pre-Closing Tax Period shall be used for income Tax purposes first to offset items of income and gain attributable to such Governmental Authority. Each of the Administrative Agent Pre-Closing Tax Period and each Lender agrees to cooperate with any reasonable request made by the Borrower in respect of a claim of a refund in respect of any Taxes paid by the Borrower or by such Lender for an on account of the Borrower if (i) the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment, that it would not thereafter shall be disadvantaged, unduly burdened or prejudiced as a result of such claim, and (iii) the Borrower furnishes, upon request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion, which can be reasoned, and such counsel to be reasonably acceptable carried back to the Administrative Agent or such Lender) that the Borrower is likely to receive a refund or credit. This Section shall not be construed to require any Lender to make available its extent permitted by applicable Tax returns (or any other information relating to its Taxes which it deems confidential) to either the Borrower or any other Personlaw.