Common use of Certain Tax Refunds Clause in Contracts

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 (▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.