Common use of Refunds and Credits Clause in Contracts

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.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Starwood shall be entitled to all Refunds of Taxes for which Parent Starwood is responsible pursuant to Article III, and New BBX Capital Vistana shall be entitled to all Refunds of Taxes for which New BBX Capital Vistana 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.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Cogint shall be entitled to all Refunds of Taxes for which Parent Cogint is responsible pursuant to Article III, and New BBX Capital SpinCo shall be entitled to all Refunds of Taxes for which New BBX Capital SpinCo 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 refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Alliqua shall be entitled to all Refunds of Taxes for which Parent Alliqua is responsible pursuant to Article III, and New BBX Capital Aquamed shall be entitled to all Refunds of Taxes for which New BBX Capital Aquamed 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 refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund.

Refunds and Credits. (a) Except as provided in Section 4.02, Parent Xxxxxxx shall be entitled to all Refunds of Taxes for which Parent Xxxxxxx is responsible pursuant to Article III, and New BBX Capital Newco shall be entitled to all Refunds of Taxes for which New BBX Capital Newco 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 2.062.08, taking into account the facts as utilized for purposes of claiming such Refund. If a A Party (or any member of its Tax Group) receives receiving a Refund to which the other Party is entitled pursuant to this Agreement, such Party Agreement 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.

Refunds and Credits. (a) Except as provided in Section 4.025.02, Parent Nxt-ID shall be entitled to all Refunds of Taxes for which Parent Nxt-ID is responsible pursuant to Article IIIIV, and New BBX Capital PartX shall be entitled to all Refunds of Taxes for which New BBX Capital PartX is responsible pursuant to Article IIIIV. 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 IIIIV, 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 IV 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 refund and any other reasonable out-of-pocket costs incurred by such Party with respect theretoParty) within ten (10) days after the receipt of the Refund.