Treatment of Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (h) the payment of which would place the indemnified party in a less favorable net after Tax position than the indemnified party 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 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Treatment of Refunds. If the Administrative Agent or any Lender Party determines, in its reasonable discretion, that it has received a refund (in cash or as an offset against other Taxes otherwise due and payable) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the applicable Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amount paid, by the Loan Party under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender Party, attributable to such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Administrative Agent or such Lender Party, agrees to repay the amount paid over to the applicable Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender Party in the event the Administrative Agent or such Lender Party is required to repay such amount to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.
Treatment of Refunds. If any Agent or any Lender determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amount paid, by the Loan Party under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, attributable to such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, 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 amount to such Governmental Authority. This paragraph 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 that it deems confidential) to any Loan Party or any other Person. Notwithstanding anything to the contrary in this clause (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 Tax had never been paid.
Treatment of Refunds. If a net operating loss is generated by the Health Subgroup or any member thereof during any period in which it is not a member of the WebMD Group, Health and/or the relevant Health Subsidiary shall elect to relinquish any carry-back period with respect to the WebMD Group to the fullest extent permitted by applicable law. If a net operating loss, net capital loss, business credit or other tax attribute generated by the Health Subgroup (or any member thereof) during any period in which it is not a member of the WebMD Group is carried back to a Consolidated Federal Tax Return of the WebMD Group, and a tax refund or credit is obtained or otherwise realized, such refund or credit shall be the property of WebMD and, if received by any member of the Health Subgroup, shall be promptly paid over to
Treatment of Refunds. If a net operating loss is generated by the WebMD Subgroup or any member thereof during any period in which it is not a member of the HLTH Group, WebMD and/or the relevant WebMD Subsidiary shall elect to relinquish any carry-back period with respect to the HLTH Group to the fullest extent permitted by applicable law. If a net operating loss, net capital loss, business credit or other tax attribute generated by the WebMD Subgroup (or any member thereof) during any period in which it is not a member of the HLTH Group is carried back to a Consolidated Federal Tax Return of the HLTH Group, and a tax refund or credit is obtained or otherwise realized, such refund or credit shall be the property of HLTH and, if received by any member of the WebMD Subgroup, shall be promptly paid over to HLTH. Any tax refund or credit relating to the carry-back of a net operating loss, net capital loss, business credit or other tax attribute of the WebMD Subgroup (or any member thereof) from a period during which it is a member of the HLTH Group shall be properly allocated between the HLTH Subgroup and the WebMD Subgroup in accordance with Section 2.
Treatment of Refunds. If a net operating loss is generated by the Health Subgroup or any member thereof during any period in which it is not a member of the Emdeon Group, Health and/or the relevant Health Subsidiary shall elect to relinquish any carry-back period with respect to the Emdeon Group to the fullest extent permitted by applicable law. If a net operating loss, net capital loss, business credit or other tax attribute generated by the Health Subgroup (or any member thereof) during any period in which it is not a member of the Emdeon Group is carried back to a Consolidated Federal Tax Return of the Emdeon Group, and a tax refund or credit is obtained or otherwise realized, such refund or credit shall be the property of Emdeon and, if received by any member of the Health Subgroup, shall be promptly paid over to Emdeon. Any tax refund or credit relating to the carry-back of a net operating loss, net capital loss, business credit or other tax attribute of the Health Subgroup (or any member thereof) from a period during which it is a member of the Emdeon Group shall be properly allocated between the Emdeon Subgroup and the Health Subgroup in accordance with Section 2.
Treatment of Refunds. If the Holdings Group carries back a net operating loss or capital loss generated by any Subgroup on a stand-alone basis and thereby obtains a refund of a prior year's tax, or otherwise receives a refund of a prior year's tax, Holdings shall pay such refund to the Subgroup Parent from which such refund originates.
Treatment of Refunds. If the Administrative Agent, a Lender or the 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 6.16, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 6.16 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the 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, such Lender or the Issuing Bank, 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, such Lender or the Issuing Bank in the event the Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
