Common use of Refunds and Tax Benefits Clause in Contracts

Refunds and Tax Benefits. Any Tax refunds that are received by any of the MGM Entities, and any amounts credited against Tax to which Purchaser or any of the MGM Entities becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derived) shall be for the account of Parent, and Purchaser shall pay over to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the MGM Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

Refunds and Tax Benefits. Any (a) Except as otherwise provided in Section 5.7(c), (i) any Tax refunds that are received by the Buyers, any of the MGM EntitiesSold Companies, the Subsidiaries or the Separate Assets, and any amounts credited against Tax to which Purchaser or the Buyers, any of the MGM Entities becomes Sold Companies, the Subsidiaries or the Separate Assets become entitled, that relate to Tax taxable periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derived) shall be for the account of Parentthe Sellers, and Purchaser the Buyers shall pay over to Parent (a) the Sellers any such cash refund or the amount of any such credit within fifteen 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt thereof or entitlement thereto and (biii) to the amount of Tax savings realized by Purchaser or extent that any of the MGM Entities at Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the time Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to which such credit relates Taxes is filed by Purchaser or filed. Notwithstanding the foregoing, any of the MGM Entities. Any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by Parent or any of its Affiliatesthe Buyers, on the one hand, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (the Sellers, on the other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliateshand.

Refunds and Tax Benefits. Any income Tax refunds that are received by any of the MGM Acquired Entities, and any amounts credited against Tax to which Purchaser or any of the MGM Acquired Entities becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derivedMGM Acquired Entities) shall be for the account of Parent, and the Purchaser shall pay over to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the MGM Acquired Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the MGM Acquired Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent)entitled, that relate to Taxes of the Company MGM Acquired Entities for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

Refunds and Tax Benefits. Any Tax refunds that are received (a) The Buyers shall promptly ------------------------ pay to the Seller the amount of any refund, credit or offset (including any interest paid, credited or any offset allowed with respect thereto but reduced by any of Taxes that the MGM Entities, and any amounts credited against Tax to which Purchaser Buyer or any of the MGM Entities becomes entitledSpirits Subsidiaries shall be required to pay with respect thereto) received or used, that relate in the case of a credit or offset, by the Buyers or any of the Spirits Subsidiaries of Taxes (i) relating to Tax taxable periods or portions thereof ending on or before the Closing Date (but only including any Income Taxes allocated to such period under Section 7.1(d) hereof), (ii) attributable to an amount paid by the extent such amounts Seller under Section 7.1 hereof or (iii) that are in excess Retained Assets. The amount of any refunds, credits or offsets (including any interest paid or credited with respect thereto) received by the Buyers or any of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derived) Spirits Subsidiaries shall be for the account of Parentthe Buyers if the refund, and Purchaser shall pay over credit or offset is of Taxes relating to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the MGM Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax taxable periods or portions thereof that begin on or after the Closing Date shall be for (including any Income Taxes allocated to such period under Section 7.1(d) hereof), including any refund, credit or offset that results from the account carry forward of Purchasera Tax attribute from a period ending on or before the Closing Date to a post-Closing taxable period. The Buyers shall, if the Seller so requests and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time Seller's expense, cause the Tax Return relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which such credit relates the Seller is filed by Parent or any of its Affiliatesentitled under this Section 7.2.

Refunds and Tax Benefits. Any Tax refunds that are received by any of the MGM Entities, and any amounts credited against Tax to which Purchaser or any of the MGM Entities becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company Companies from which the Final Statement was derived) shall be for the account of Parent, and Purchaser shall pay over to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the MGM Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.