Refunds and Credits. (a) Except as provided in Section 4.02, Parent shall be entitled to all Refunds of Taxes for which Parent is responsible pursuant to Article III, and New BBX Capital shall be entitled to all Refunds of Taxes for which New BBX Capital is responsible pursuant to Article III. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Article III, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party (or any of member of such Party’s Group) to a Taxing Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Articles II and III hereof with the Tax liability of such Party as determined under Section 2.06, taking into account the facts as utilized for purposes of claiming such Refund. If a Party (or any member of its Tax Group) receives a Refund to which the other Party is entitled pursuant to this Agreement, such Party shall pay the amount to which such other Party is entitled (net of any Taxes imposed with respect to such Refund and any other reasonable out-of-pocket costs incurred by such Party with respect thereto) within ten (10) days after the receipt of the Refund.
(b) Notwithstanding Section 4.01(a), to the extent that a Party (or any member of its Tax Group) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than ten (10) days following the date on which the overpayment is reflected on a filed Tax Return.
(c) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.
Refunds and Credits. Any refunds and credits attributable to the Pre-Closing Tax Period shall be for the account of Seller and any refunds and credits attributable to any period which is not part of the Pre-Closing Tax Period are for the account of Buyer.
Refunds and Credits. Except with respect to (i) any Tax refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in or attributable to a period (or portion thereof) beginning after the Applicable Closing Date or (ii) any amounts included as a Tax asset in the determination of Net Working Capital as finally determined hereunder, any refund (or credit in lieu thereof) of Taxes relating to the Business, the Transferred Subsidiaries or Transferred Assets for any Pre-Closing Tax Period (or other Taxes which Sellers have paid or borne, including under Section 10.02, Section 10.03, Section 9.01 or through inclusion in the determination of Net Working Capital as finally determined hereunder) in each case, net of any Taxes (including withholding Taxes) and reasonable expenses attributable to such refund or credit borne by Purchaser or its affiliates, shall be for the account of Sellers. Any other refund (or credit in lieu thereof) of Taxes (including any refunds (or credits in lieu thereof) arising from the carryback of any Tax loss, deduction or credit arising in a period (or portion thereof) beginning after the Initial Closing Date) relating to the Transferred Subsidiaries or Transferred Assets shall be for the account of Purchaser. Purchaser shall, if LivaNova reasonably so requests, and at LivaNova’s sole cost and expense, file for and obtain or cause the Transferred Subsidiaries or other applicable affiliates of Purchaser to file for and obtain any refunds (or credits in lieu thereof) to which Sellers are entitled under this Section 10.02(f). Purchaser shall pay to LivaNova by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova the amount of any refunds (or credits in lieu thereof) to which Seller is entitled pursuant to this Section 10.02(f) no later than ten (10) calendar days after such refund is received or credit is utilized on a Tax Return filed by Purchaser, a Transferred Subsidiary or any affiliate thereof. In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request therefor.
Refunds and Credits. (i) If Purchaser receives a refund with respect to Taxes arising in a Pre-Closing Tax Period, Purchaser shall pay within 30 days following the receipt of such Tax refund, the amount of such Tax refund to Seller, net of any Tax costs of the receipt of such refund.
(ii) If Seller receives a Tax refund with respect to Taxes arising in any Post-Closing Tax period, within 30 days following the receipt of such Tax refund, Seller will pay the amount of such Tax refund to Purchaser, net of any Tax costs of the receipt of such refund.
(iii) Any refunds of Taxes of the Companies for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with Section 5.2(a)(iv).
(iv) Purchaser shall cause each Company to elect, where permitted by applicable Law, to carry forward any Tax loss or credit arising in a Post-Closing Tax Period that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company was included in a consolidated, combined or unitary return with Seller or its Affiliates.
(v) To the extent that any Tax loss or credit arising in a Post-Closing Tax Period is required to be carried back under local tax law to a Pre-Closing Tax Period, and such carryback results in a tax refund of Taxes arising in the Pre-Closing Tax Period, such refund shall be for the benefit of Purchaser, net of any Tax costs to Seller or its Affiliates of such refund.
Refunds and Credits. Any refunds or credits of Taxes shall be for the account of the party bearing responsibility for such Taxes under Section 6.1 Each of HRPT and GOV agrees that if as the result of any audit adjustment made by any Taxing Authority with respect to a Tax to be borne by the other party under Section 6.1, any member of the HRPT Group or the GOV Group, respectively, receives a Tax benefit in the form of a cash refund or in the form of a credit applicable against Tax liabilities to be borne by such benefited party under this Section 6, then the benefited party shall notify the other party of the same within ten (10) days of, as applicable, receiving the cash refund or filing the Tax Return in which such credit is utilized, and then pay over immediately to such other party the amount of such Tax refund or credit.
Refunds and Credits. Any refunds and credits of Taxes of any of the Transferred Subsidiaries or otherwise relating to the Assets or the Business realized after the Closing Date with respect to (i) any taxable period ending on or before the Closing Date shall be for the account of Parent, and if received or utilized by Holdings or any of its Affiliates, shall be paid to Parent within five (5) business days after Holdings or any of its Affiliates receives such refund or utilizes such credit, (ii) any taxable period beginning after the Closing Date shall be for the account of Holdings, and if received or utilized by Parent, or any of its Affiliates, shall be paid by Parent to Holdings within five (5) business days after Parent, or any of its Affiliates, receives such refund or utilizes such credit, (iii) any Straddle Period shall be apportioned between Parent and Holdings in the same manner as such Taxes originally had been allocated pursuant to Sections 12.2.3 and 12.4.3 hereof, and (iv) any Election (and any comparable elections under state or local tax laws) shall be for the account of Parent (but only to the extent Sellers paid the Taxes being refunded or credited), and if received or utilized by Holdings, any of its Affiliates or either of the Transferred Subsidiaries shall be paid to Parent within five (5) business days after Holdings, any of its Affiliates or either of the Transferred Subsidiaries receives such refund or utilizes such credit. Notwithstanding the foregoing, Parent shall not be entitled to the benefit of any refund or credit to the extent such refund or credit (i) arises from a step-up in the Tax basis of Assets as a result of the Elections, (ii) is attributable to the carryback of a loss arising after the Closing Date, or (iii) was reflected as an asset on the Closing Balance Sheet.
Refunds and Credits. If Service Provider should receive a refund, credit, discount or other rebate for goods or services paid for by DIR and/or the DIR Customers on a Pass-Through Expense, retained expense, cost-plus or cost-reimbursement basis, then Service Provider shall (i) notify DIR of such refund, credit, discount or rebate and (ii) pay the full amount of such refund, credit, discount or rebate to DIR or such DIR Customer.
Refunds and Credits. Seller and its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Purchaser or its Affiliates, receive immediate payment from Purchaser or its Affiliates of, any refund or credit with respect to Taxes (including without limitation refunds arising by reason of amended Tax Returns filed after the Closing Date or otherwise) with respect to any Pre-Closing Tax Period relating to the Business or the Purchased Assets. Purchaser shall be entitled to retain or, to the extent actually received by Seller or its Affiliates, receive immediate payment from Seller or its Affiliates of, any refund or credit with respect to Taxes (including without limitation refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Post-Closing Tax Period relating to the Business or the Purchased Assets. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned pursuant to the principles set forth in Section 7.01.
Refunds and Credits. If Select, Concentra or any of their respective Affiliates receives any refund of any Taxes that the other Party has paid (the Party receiving, or whose Affiliate receives, such refund, a “Refund Recipient”), the Refund Recipient shall use commercially reasonable efforts to pay to the other Party the entire amount of the refund (net of any Taxes imposed with respect to the receipt of such refund) within sixty (60) days of receipt, and in any event shall pay to the other Party such amount as soon as practicable; provided, however, that the other Party, upon the request of the Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event the Refund Recipient or any of its Affiliates is required to repay such refund to the relevant Taxing Authority. For the avoidance of doubt, for purposes of this Section 2.06, Select shall be treated as having paid any Taxes of any member of the Select Consolidated Group or the Concentra Consolidated Group that are paid prior to the date hereof. If a Party would be a Refund Recipient but for the fact it (or its Affiliate) applied a refund to which it (or its Affiliate) would otherwise have been entitled to against a Tax liability arising in a subsequent taxable period, then for purposes of this Section 2.06, (i) such Party shall be treated as a Refund Recipient, (ii) the economic benefit of so applying the refund shall be treated as a refund and (iii) such Party shall be treated as receiving such refund on the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.
Refunds and Credits. Any refunds or credits of Taxes shall be for the account of the party bearing responsibility for such Taxes under SECTION 5.1. Each of HPT and TCA LLC agrees that if as the result of any audit adjustment made by any Taxing Authority with respect to a Tax to be borne by the other party under SECTION 5.1, any member of the HPT Group or the TCA LLC Group, respectively, receives a Tax benefit in the form of a cash refund or in the form of a credit applicable against Tax liabilities to be borne by such benefited party under this SECTION 5, then the benefited party shall notify the other party of the same within ten (10) days of, as applicable, receiving the cash refund or filing the Tax Return in which such credit is utilized, and then pay over immediately to such other party the amount of such Tax refund or credit.
