Certain Tax Refunds. (a) Trimble or any applicable member of the Xxxxxxx Group shall be entitled to any refunds or credits (net of Tax or other costs) that are paid to, or otherwise utilized by, a member of the Company Group of or against any Taxes described in Section 9.8(a) to the extent Trimble or any such applicable member of the Xxxxxxx Group would be liable for such Taxes pursuant to Section 9.8(a) (and applying the apportionment principles of Section 9.1 in the event of any refund or credit relating to any Straddle Period). If any such refunds or credits (including any interest paid thereon by the applicable Tax Authority) are paid to, or otherwise utilized by, the Company or any member of the Company Group, then the Company or such member of the Company Group shall pay the amount of such refunds or credits (net of Tax or other costs) to Trimble or the applicable member of the Xxxxxxx Group. Notwithstanding the forgoing, no refund or credit shall be due or payable to Trimble or any applicable member of the Xxxxxxx Group if such attribute is included in the calculation of Indebtedness or Net Working Capital.
Certain Tax Refunds. Any refunds or credits of Taxes described in Retained Tax Liabilities shall be for the account of Seller (except to the extent Buyer economically bore the Tax being refunded) and, upon receipt of any such refund or credit, Buyer shall promptly make a cash payment to Seller in an amount equal to such refund or credit. For the avoidance of doubt, such refunds or credits of Taxes shall only include those refunds or credits not taken into account in calculating the Purchase Price. To the extent permitted by Applicable Law, upon Seller’s request, and at Seller’s own cost and expense, Buyer shall, and shall cause the Acquired Entities and its Affiliates to, execute such documents, take such commercially reasonable actions, and otherwise use reasonable best efforts to cooperate with Seller and its Affiliates, as may be necessary for Buyer, the Acquired Entities, and its Affiliates, to seek, file for, perfect their rights in, and obtain any such refund or credit. All other refunds or credits of Taxes of the Acquired Entities not otherwise described in this Section 8.11 shall be for the account of Buyer and, to the extent taken into account in calculating the Purchase Price, Seller shall execute such documents, take such commercially reasonable actions, and otherwise use reasonable best efforts to cooperate with Buyer and its Affiliates, as may be necessary for Buyer, the Acquired Entities, and its Affiliates, to seek, file for, perfect their rights in, and obtain any such refund or credit.
Certain Tax Refunds. All of Seller's right, title and interest in and to any refunds of Taxes (net of any Tax liabilities arising as a result of such refunds) paid with respect to the Business for Tax Periods (or portions thereof) ending on or prior to the Closing Date, other than refunds relating to federal or state income taxes or business and occupation taxes.
Certain Tax Refunds. Seller shall be entitled to the benefit arising from any Excluded Tax Asset and Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates shall claim any such Excluded Tax Asset on any Tax Return for a Post-Closing Tax Period; provided, however, that if any such Excluded Tax Asset is not permitted by applicable Law to be claimed on a Tax Return for which Seller has filing responsibility and is permitted by applicable Law to be claimed on a Tax Return for which Purchaser has filing responsibility pursuant to this Section 7.2, then Purchaser shall claim such Excluded Tax Asset and pay to Seller the amount of any such Excluded Tax Asset net of reasonable costs and expenses incurred in connection with obtaining or receiving such Excluded Tax Asset. Any payment of any Excluded Tax Asset shall be made directly to the applicable Asset Selling Entity. To the extent Purchaser is obligated to repay to the relevant Tax Authority any amount paid to Seller or its Affiliates pursuant to this Section 7.2, Seller shall pay or cause to be paid to Purchaser such amount plus, without duplication, any related, penalties or interest imposed by such Tax Authority on Purchaser.
Certain Tax Refunds. In order to promptly obtain the Tax Refunds referred to in Section 2.4(d)(ii), Purchaser agrees that (i) it will use its best efforts to file an application to recover estimated Tax payments previously made in 2010 on behalf of the Company no later than the later of (A) January 10, 2011 or (B) twenty (20) Business Days after the Closing Date, (ii) it will use its best efforts to file amended Tax Returns or such other U.S. federal, state and local income tax forms on behalf of the Company as may be required to carryback its losses from 2010 to prior years no later than March 15, 2011, and (iii) it will use its best efforts to file any state or local estimated Tax payment refunds on behalf of the Company with respect to overpayments of the Company’s 2010 state Taxes no later than March 31, 2011. Sellers shall use their best efforts to (i) make available to Purchaser the services of the Company’s current Tax advisor (Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx PC) (“Company’s Accountants”) to assist it in filing all such applications and forms and (ii) deliver to Purchaser correct and complete unaudited financial statements for the Company for the taxable year ending December 31, 2010 from Company’s Accountants on or before January 31, 2011. The costs and expenses of Company’s Accountants related to its duties hereunder shall be split 50/50 between Purchaser and Sellers’ Representative. Purchaser agrees to diligently pursue the collection of any and all Tax Refund claims referred to in Section 2.4(d)(ii) and this Section 6.8 and to promptly pay over to Sellers the amount of any such refunds (including any interest paid on such refunds) that Purchaser or Company receives. To the extent Purchaser is required to retain outside counsel to pursue the collection of any such refunds, such counsel shall be reasonably acceptable to Sellers’ Representative and the reasonable costs of such outside counsel shall be the responsibility of Sellers. In the event of any subsequent increase in the amount of any such refunds as the result of any action by a taxing authority or otherwise, Purchaser shall pay such increase to Sellers. In the event of any subsequent decrease in the amount of any such refunds as the result of any action by a taxing authority or otherwise, Purchaser shall be entitled to recover such decrease in the manner provided for in Article X hereof.
Certain Tax Refunds. Seller shall be entitled to all Seller Tax Refunds. Xxxxx agrees to cooperate fully, as and to the extent reasonably requested by Xxxxxx, in connection with the seeking and processing of any Seller Tax Refunds. Such cooperation shall include the retention and (upon Seller’s request) the provision of such records and information which are reasonably relevant to any such Seller Tax Refund. Buyer shall pay, or cause to be paid, to Seller an amount equal to any Seller Tax Refund received by Buyer or the Company after the Closing Date promptly after receipt thereof.
Certain Tax Refunds. Any refund, credit or similar benefit (including any interest paid or credited by a Governmental Authority with respect thereto) of Taxes (i) that were accounted for in Working Capital, or (ii) that otherwise relate to a Pre-Closing Tax Period shall be solely the property and claim of Seller and any such amounts payable to Seller pursuant to this Section 8.5(i) shall be paid to Seller (and any material correspondence related thereto shall be provided), within ten (10) days after receipt or entitlement thereto. Alliant shall cooperate with respect to any such refunds, credits or similar benefits described in this Section 8.5(i), as reasonably requested by Xxxxxx, as contemplated by Section 8.5(e).
Certain Tax Refunds. Any refunds or credits against Tax in lieu of a refund attributable to Taxes for which Seller indemnifies Buyer under Section 9(a) shall be for the account of Seller, and Buyer shall promptly claim (including by filing any necessary Tax Returns, including amended Tax Returns, if applicable, at the sole cost and expense of Seller) and pay over to Seller any such amounts which Buyer has received in cash or as a credit against Tax, net of any increased Tax liability of Buyer or any of its Affiliates (including NLC and its Subsidiaries) by reason of the receipt of such refund or credit and of any reasonable expenses of obtaining such refund or credit, except to the extent such amounts have been or will be taken into account in calculating the NLC Closing Tangible Book Value.
Certain Tax Refunds. The Borrower shall cause the Ultimate Parent to contribute to HoldingsParent, and HoldingsParent to contribute promptly to the Borrower, any U.S. federal, state and/or local tax refunds received by the Ultimate Parent, or received by Liberty TopCo and delivered to the Ultimate Parent, (i) that are attributable to the taxable income of Liberty TopCo prior to the date hereofSecond Amendment Effective Date, and (ii) that are attributable to the taxable income of the Borrower and its Subsidiaries from and after the date hereofSecond Amendment Effective Date.
Certain Tax Refunds. The Borrower shall cause the Parent to contribute to Holdings, and Holdings to contribute promptly to the Borrower, any U.S. federal, state and/or local tax refunds received by the Parent, or received by Liberty TopCo and delivered to the Parent, that are attributable to the taxable income of Liberty TopCo.
