Common use of Tax Refunds Clause in Contracts

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any cash Tax refunds that are actually received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the Closing Date) by BuyerBuyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company, Newco or the Sold SubsidiariesAcquired Companies), and any amounts actually credited against any cash Taxes due and payable to which BuyerBuyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company, Newco or the Sold Subsidiaries Acquired Companies) become entitled in a Tax period ending after the Closing Dateentitled, that relate to any Pre-Closing Tax Periods Period (or portions thereof the portion of any Straddle Period ending on the Closing Date) except to the extent that (i) such refund or credit was reflected as a current asset in the determination of the CompanyNet Working Capital on the Final Closing Statement, Newco or (ii) such refund or credit is attributable to the Sold Subsidiaries carryback of a Tax attribute (including a net operating loss, net capital loss, foreign tax credit or research and development credit) arising in a period other than a Pre-Closing Tax Period, shall be for the account of Seller. , and Buyer shall pay over to Seller Seller, as additional purchase price for the Purchased Equity Interests, any such refund received by Buyer or the amount of any such credit, net of all expenses credit within five (including Taxes5) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt or actually receiving credit with respect thereto (or, in the case of such any deemed refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Straddle Period, Buyer, at within five (5) days after the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Straddle Period is due to be filed). Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are attributable to a Tax period ending on or before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any refund or credit of Taxes with respect to the Straddle Period shall be apportioned between the Pre-Closing and post-Closing Tax Period as soon as reasonably practicable Periods in accordance with Section 7.5(b). Other than any Tax refund or credit the benefit of which is payable to Seller pursuant to this Section 7.5(d), Buyer and the Acquired Companies shall receive the benefits of all Tax refunds or credits received by the Acquired Companies after becoming aware of the availability of such refundClosing Date.

Tax Refunds. Any Tax refunds that are received by Buyer, refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the Company, Newco case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Sold SubsidiariesBusiness (each, and any amounts credited against Taxes a “Tax Asset”) attributable to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period (other than any such refund or portions thereof credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the Companycase may be, Newco or the Sold Subsidiaries attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Buyer Purchaser shall pay over and shall cause its Affiliates to pay, to Seller any such refund received by Buyer or the amount of any such creditthe Tax Asset, net of all any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including Taxes) imposed or incurred by Buyeramended Tax Returns), Newco, the Company, or the Sold Subsidiaries with respect take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss perfect their rights in a Pre-Closing and obtain all Tax Period that can, Assets for which Seller is entitled pursuant to applicable this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax lawAsset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be carried back entitled to an earlier taxable period to generate a refund through the amendment any refunds (including any interest received thereon) in respect of a non-Seller Group any federal, state, local or foreign Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware liability of the availability Transferred Entities or in respect of such refundthe Business received following the Closing Date.

Tax Refunds. Any Except to the extent already specifically taken into account in the in the calculation of the Closing Date Net Working Capital or Closing Indebtedness (in each case, as finalized pursuant to Section 1.5), Sellers shall be entitled to any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, (and any amounts credited against Taxes interest received thereon from the applicable Governmental Authority) (or credits in lieu of cash Tax refunds) relating to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to any Pre-Closing Tax Periods Period (“Pre-Closing Tax Refunds”) that are actually received (or, in the case of a credit, utilized to offset cash Taxes otherwise payable) by Buyer or portions thereof any Controlled Affiliate of Buyer after the Closing Date (whether received in cash, credit, or applied to a subsequent taxable period) and solely to the extent a Liability for the specific Tax resulting in such Pre-Closing Tax Refund was (A) included in the calculation of the CompanyClosing Date Net Working Capital or Closing Indebtedness (in each case, Newco as finalized pursuant to Section 1.5), (B) paid by the Transferred Subsidiaries prior to the Calculation Time, (C) paid by Sellers or any Controlled Affiliate of Sellers (other than the Sold Subsidiaries shall be for Transferred Subsidiaries) prior to the account of SellerClosing with respect to the Business, any Transferred Asset or any Assumed Liability or (D) indemnified or reimbursed by Sellers pursuant to Article 8. Buyer shall pay over pay, or cause to Seller be paid, to Sellers any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, Pre-Closing Tax Refund within fifteen (15) calendar days Business Days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware Refund, net of any reasonable out-of-pocket costs or expenses attributable thereto. To the availability extent such Pre-Closing Tax Refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, Sellers agree to repay promptly to the Buyer the amount of such refundPre-Closing Tax Refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority.

Tax Refunds. Any refunds of Taxes with respect to any Pre-Closing Tax refunds Period that are received by BuyerParent, the Company, Newco Company or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold of its Subsidiaries become entitled in a Tax period ending after the Closing DateDate (any such refund, that relate to a “Pre-Closing Tax Periods or portions thereof Refund”) that are (i) attributable to an overpayment of estimated Taxes claimed upon an income Tax Return of the Company, Newco Company or its Subsidiaries filed after the Sold Subsidiaries Closing Date or (ii) described in Item 2 of Section (b) on Schedule 4.08 hereto shall be for the account of Seller. Buyer the Stockholders and Optionholders, provided, however, that the Stockholders and Optionholders shall pay over not be entitled to Seller a Pre-Closing Tax Refund that is attributable to a Transaction Tax Deduction and, provided further, that any such refund received Pre-Closing Tax Refunds shall be reduced by Buyer or the amount of any Taxes payable with respect to any Pre-Closing Tax Returns except to the extent that any such creditTaxes payable were taken into account as accrued income Taxes as finally determined. Parent shall pay over, net as directed by the Representative for the benefit of all expenses (including Taxes) imposed the Stockholders and Optionholders, any such Pre-Closing Tax Refund within 20 days after the filing of the final originally filed income Tax Return of the Company or incurred by Buyer, Newco, the Company, or the Sold its Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through is filed after the amendment of a non-Seller Group Tax Return for a Closing Date. Parent shall cooperate with the Representative in obtaining Pre-Closing Tax PeriodRefunds to which the Stockholders and Optionholders are entitled under this Section 10.01(b), Buyerincluding through the filing of amended Tax Returns or refund claims, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for it being understood that any such Pre-Closing Tax Period Refunds will be claimed in cash rather than as soon as reasonably practicable after becoming aware of the availability of such refunda credit against future Tax liabilities.

Tax Refunds. Any Tax refunds of Taxes (or credits in lieu thereof), including any interest paid by a Governmental Authority in respect thereof, that are actually received by Buyerthe Purchaser or any member of the Company Group or their Affiliates (including in the form of a reduction or offset against any Tax) after the Closing in respect of Taxes of any member of the Company Group that were paid at or prior to the Closing or were taken into account in Excluded Liabilities, net of any Tax or other reasonable out-of-pocket cost resulting from (and that would not have been incurred but for) the Companyobtaining, Newco receipt and payment of such refund or credit (and in each case other than any such refund or credit that arises from the Sold Subsidiaries, and carryback of any amounts credited against Taxes to which Buyer, the Company, Newco net operating loss or the Sold Subsidiaries become entitled in a Tax period ending other credit or attribute generated after the Closing Date, or that relate is subject to Pre-Closing Tax Periods or portions thereof a payment obligation of any member of the CompanyCompany Group to another Person other than the Company Group that is in effect on or before the Closing Date) (“Tax Refunds”), Newco or the Sold Subsidiaries shall be for the account of SellerSellers. Buyer The Purchaser shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net Tax Refunds to Sellers (for the benefit of all expenses Sellers) within ten days of receipt thereof. Upon Sellers’ request (including Taxes) imposed or incurred by Buyer, Newcoand at Sellers’ expense), the CompanyPurchaser shall use commercially reasonable efforts to cause the relevant entity to file for any Tax Refunds to which Sellers may be entitled hereunder. For purposes of this Section 6.09(f), if a Tax Refund is eligible to be received in cash but an election is made to apply such Tax Refund against future Tax liability or otherwise defer the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of Tax Refund, then such credit against Taxes. To Tax Refund will be deemed to have been actually received upon the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment filing of a non-Seller Group Tax Return for making such election. If any refund, credit or offset of Taxes described in this Section 6.09(f) to which Sellers are entitled is subsequently reduced or disallowed as a Pre-Closing Tax Periodresult of an audit, Buyer, at Sellers shall promptly pay the sole expense of Seller, shall cause Newco, amount so reduced or disallowed to the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundPurchaser.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries The Company shall be for the account entitled to any refunds or credits of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount Taxes of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries Group Company relating to Taxes with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period (including, for the avoidance of doubt, refunds or credits of Taxes that canwere taken into account as liabilities in Final Net Working Capital or Final Net Debt), pursuant plus any interest actually received with respect thereto from an applicable Taxing Authority (collectively, “Tax Refunds”), except to applicable the extent such Tax lawRefunds (i) were taken into account as assets in Final Net Working Capital or Final Net Debt, (ii) result from the carryback of losses, credits or similar items from taxable periods (or portions thereof) beginning after the Closing Date or (iii) are refunds of Pre- Closing Non-Income Taxes in an amount equal to (x) the amount of Pre-Closing Non-Income Taxes that were paid by Buyer or its Affiliates after Closing and for which the Buyer Indemnified Parties were not indemnified as a result of the Tax Deductible in Section 6.05(e)(ii), less (y) refunds described in this clause (iii) that were previously retained by Buyer or its Affiliates. Buyer shall pay, or cause to be carried back paid, such amount to an earlier taxable period the Company, no later than fifteen (15) Business Days following receipt of such Tax Refund, net of any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax Refund (including any Taxes imposed thereon). With respect to generate a refund through the amendment of a non-Seller Group Tax Return for a any Pre-Closing Tax Period, Buyer, upon the Company’s reasonable request and at the Company’s sole expense of Sellerexpense, Buyer shall, or shall cause Newcothe relevant Group Company to, initiate a claim for a Tax Refund or amend any Tax Return, in each case, to the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundextent permitted under applicable Law.

Tax Refunds. Any Tax All refunds that are received of Taxes payable by Buyer, the Company, Newco or the Sold Subsidiaries, and an Acquired Entity for any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period to the extent paid by the Acquired Entity prior to the Closing or portions thereof specifically included as a liability in the calculation of Net Working Capital (as finally adjusted pursuant to Section 1.5) or of Taxes for which a Seller Party has indemnified the Company, Newco Parent Indemnified Persons under Section 7.2 (whether in the form of cash received or the Sold Subsidiaries a credit against Taxes otherwise payable) shall be for the account property of SellerSellers. Buyer Parent shall pay over or cause to Seller be paid any such Tax refund received by Buyer or the amount of any such creditto Sellers, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries pro rata in accordance with respect to such refund or credittheir respective Ownership Percentages, within fifteen (15) calendar days after actual receipt thereof (without interest, except for interest received from a Taxing Authority), net of any Taxes imposed on such refund and any reasonable out-of-pocket expenses that Parent, Buyer, the Acquired Entities or any of their Affiliates directly incur (or shall directly incur) for their receipt of such Tax refund (and related interest). Any other Tax refunds related to any Acquired Entity shall be for the sole account of Parent and Buyer. Nothing in this Section 8.3 shall require that Parent, Buyer or application any of their Affiliates make any payment with respect to any refund for a Tax (and such credit against Taxes. To refunds shall be for the extent benefit of Parent and Buyer) that is with respect to (a) any expense creates a 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 Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a PrePost-Closing Tax Period; or (b) any refund of a Tax to the extent that it gives rise to a payment obligation by Parent, Buyer, at the sole expense Acquired Entities or any of Seller, shall cause Newco, their Affiliates after the Company Closing Date to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by an Acquired Entity on or prior to the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundDate.

Tax Refunds. Any The Buyer and the Company shall file such amendments to Tax refunds that are received by BuyerReturns and make such claims for refunds, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to for Pre-Closing Tax Periods as the Seller may from time-to-time reasonably request, at the cost and expense of the Seller; provided, that the Buyer and the Company shall not be required to file amendments to Tax Returns or portions make claims for Tax Refunds that the Buyer reasonably expects could increase the Buyer’s or the Company’s liability for Taxes for any taxable period or portion thereof of that begins after the Closing Date. Any Tax refunds (and interest thereon) that are received by the Buyer or the Company, Newco and any credits that actually reduce the Company’s cash Tax liability, that relate to any Pre-Closing Tax Period (except for any Tax refund or credit taken into account in the Sold Subsidiaries calculation of the Final Adjusted Cash Purchase Price and except to the extent attributable to the carryback of losses arising in taxable periods beginning after the Closing Date) (each, a “Tax Refund”) shall be for the account of Sellerthe Seller and shall be paid as provided below in this Section 10.06. Buyer shall pay over to Seller any such refund received by Within ten (10) days of the date on which the Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, NewcoCompany receives a Tax Refund, the CompanyBuyer shall pay, or cause to be paid, to the Sold Subsidiaries with respect Seller an amount equal to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundRefund.

Tax Refunds. Any Tax refunds or credits in lieu of refunds of Taxes paid by the Foreign Subsidiaries, or with respect to the Purchased Assets, with respect to Pre-Closing Taxable Periods, including the portion of any Straddle Period ending on the Closing Date, (including any interest in respect thereof, but excluding any refunds or credits to the extent treated as Current Assets in Closing Working Capital) that are received by Buyerthe Buyers, the Company, Newco or the Sold any Foreign Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller but excluding any such refund received by Buyer or credit that arises as the amount result of a carryback of a loss or other Tax benefit from a Post-Closing Taxable Period (a “Tax Refund”) shall be property of the Seller Parties. The Buyers shall (i) in the case of a Tax Refund, pay or cause to be paid to the appropriate Seller Party any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, Tax Refund within fifteen (15) calendar days after actual receipt or entitlement thereto, and (ii) in the case of such refund a credit of Taxes, pay or application cause to be paid to the appropriate Seller Party the amount of such credit against Taxeswithin fifteen (15) days after such credit actually reduces the amount of Taxes that the Buyers would otherwise be required to pay, in each case, reduced by any Tax costs incurred by the Buyers or their Affiliates in connection with obtaining such Tax Refund or Tax credit. To the extent that permitted by applicable Law, the Buyers shall not, and shall cause their Affiliates not to, carry back to any expense creates a net operating loss in a Pre-Closing Tax Taxable Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for Foreign Subsidiary any operating losses, net operating losses, capital losses, tax credits or similar items arising in, resulting from or generated in a PrePost-Closing Tax Taxable Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyerthe Company becomes entitled, the Company, Newco that relate to any Pre-Closing Tax Period (or the Sold Subsidiaries become entitled in a Tax period portion thereof) ending after on or before the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer the Sellers, and the Company shall pay over to Seller the Sellers (with 50% payable to each Seller) any such refund received by Buyer or the amount of any such creditcredit within five (5) Business Days after receipt thereof or entitlement thereto by wire transfer of immediately available funds to the banks and accounts designated by each of the Sellers, net of all expenses (including any reasonable costs, increased Taxes or required Tax withholdings attributable to obtaining such refunds or credits of Taxes) imposed . In addition, to the extent that a claim for refund or incurred a Proceeding results in a payment or credit against Tax by Buyer, Newcoany Taxing Authority to the Company of any amount that had been taken into account as a liability for Taxes on the Closing Balance Sheet, the CompanyCompany shall pay such amount to the Sellers (with 50% payable to each Seller) within five (5) Business Days after receipt or entitlement thereto by wire transfer of immediately available funds to the banks and accounts designated by each of the Sellers, net of any reasonable costs, increased Taxes or the Sold Subsidiaries with respect required Tax withholdings attributable to obtaining such refund refunds or credit, within fifteen (15) calendar days after actual receipt credits of such refund or application of such credit against Taxes. To the extent such refunds or credits of Taxes are subsequently disallowed or required to be returned to the applicable Taxing Authority, each Seller agrees to promptly repay the amount of such refund or credit for overpayment that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through it previously received from the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundBuyer.

Tax Refunds. Any Except to the extent (i) any Tax refund is reflected as an asset in the Closing Net Working Capital or (ii) such Tax refund relates to a carryback of any Tax attribute from any taxable period (or portion thereof) beginning after the Closing Date, the Representative (on behalf of the Sellers) shall be entitled to (A) any Tax refunds that are actually received by Buyer, the Buyer or the Company, Newco any Subsidiary of the Company, or any Blocker (including any Tax refunds attributable to the Sold Subsidiariescarryback of items under Section 11G), and (B) any amounts credited against Taxes Tax to which Buyer, the Buyer or the Company, Newco any Subsidiary of the Company, or the Sold Subsidiaries any Blocker become entitled in a Tax period ending after the Closing Date, in each case, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that canof the Company, pursuant any Subsidiary of the Company or any Blocker. The Buyer shall pay over to applicable the Representative (on behalf of the Sellers) any such refund within twenty (20) days after the actual receipt of such Tax law, be carried back to an earlier taxable period to generate refund or within twenty (20) days of filing of the Tax Return reflecting such credit. Buyer and Sellers shall request a refund through the amendment of (rather than a non-Seller Group Tax Return for a credit against future Taxes) with respect to all Pre-Closing Tax PeriodPeriods if permitted by applicable Law. To the extent that Buyer has paid a Tax refund to the Representative, Buyerand all or a portion of such Tax refund has subsequently been determined to be due and owing to a Governmental Entity, at the sole expense of Seller, shall cause Newcowithout duplication for any indemnification payments by any Seller hereunder related to such Tax refund, the Company or the Sold Subsidiaries Sellers shall return to amend Buyer such amounts of such Tax Return for refund which have been determined to be due and owing to such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundGovernmental Entity.

Tax Refunds. Any Tax refunds that are received by Buyer, refund (or credit for overpayment of Taxes in lieu of a refund) of the Company, Newco or the Sold Subsidiaries, and Company and/or any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold of its Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to for any Pre-Closing Tax Periods Period (including any refund or portions thereof credit attributable to the excess of the Company, Newco or the Sold Subsidiaries shall any estimated Taxes paid with respect to any Pre-Closing Tax Period over actual Tax liabilities) will be for the account of SellerSellers. Any refund (or credit for overpayment of Taxes in lieu of a refund) of Taxes of the Company and its Subsidiaries for any Straddle Period will be economically apportioned between Sellers and Buyer based on the principles of Section 8.2(b). Buyer shall pay over to Seller any such refund received by Buyer or the Sellers’ Representative (for the benefit of Sellers, in accordance with Sellers’ applicable percentages) the amount of any such credit, net Tax refund (or credit for overpayment of all expenses (including TaxesTaxes in lieu of a refund) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, which Sellers are entitled pursuant to this Section 8.2(c) within fifteen (15) calendar days after actual the earlier of the receipt of such refund thereof, the entitlement thereto, or the application of such credit amount against Taxesanother Tax liability, in each case, net of any reasonable out-of-pocket expenses incurred by Buyer in obtaining such refund (or credit) and excluding any refund (or credit) taken into account in the Final Purchase Price. To the extent that At Sellers’ Representative’s request and at Sellers’ expense, Buyer shall use commercially reasonable efforts to prepare, or cause to be prepared, and file, or cause to be filed, any expense creates a net operating loss in a Pre-Closing claim for refund or credit, amended Tax Period that canReturn, or other Tax Return required to obtain any Tax refund (or credit) to which Sellers are entitled pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundthis Section 8.2(c).