Common use of Refunds and Benefits Clause in Contracts

Refunds and Benefits. Any Tax refund to the extent relating solely to a pre-Closing Date period (other than any such refund included as a Current Asset on the Closing Statement of Net Working Capital and taken into account as an asset for purposes of calculating the purchase price adjustment in Section 2.08) including any interest with respect thereto (and any other benefit obtained through a reduction in Tax Liability for a post-Closing Date period through an offset of an amount otherwise payable with an amount otherwise refundable to a Mexican Subsidiary) relating to a Mexican Subsidiary or a Transferred Asset for any taxable period (or portion thereof) ending on or before the Closing Date shall be the property of the Sellers, and the amount of such refund or benefit, if not received by the Sellers, shall be paid over by the Purchaser to the relevant Seller within five Business Days of the earlier of receipt or entitlement thereto; provided, that, in the case of any taxable period that begins on or before the Closing Date and ends after the Closing Date, any Tax refund (or other benefit) shall be equitably apportioned between the Purchaser and the Sellers in accordance with the principles set forth in Section 7.01(b) above. The Purchaser shall, if any Seller so requests and at the Sellers’ expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Sellers are entitled under this Section 7.03. The Purchaser shall permit the Sellers to participate in (at the Sellers’ expense) the prosecution of any such refund claim. This Section 7.03 shall not apply to the use of any net operating loss carry forward or the carry forward of any similar Tax attribute from a pre-Closing Date period to a post-Closing Date period.