Common use of Refunds or Credits Clause in Contracts

Refunds or Credits. Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Worldwide Closing Date with respect to the Worldwide Companies or the Company Subsidiaries, or attributable to taxable periods ending on or before the Australia Closing Date with respect to Compass Australia or the Australian Business, shall be for the account of Seller, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Worldwide Closing Date with respect to the Worldwide Companies or the Subsidiaries of the Worldwide Companies, or attributable to taxable periods ending after the Australia Closing Date with respect to Compass Australia or the Australian Business, such refunds or credits shall be for the account of Buyer. To the extent that such refunds or credits are attributable to Taxes for a Closing Period that are described in Section 9.7, such refunds and credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 9.7. Buyer shall cause the Companies or Company Subsidiaries to forward to Sellers or to reimburse Sellers for any such refunds or credits due Sellers pursuant to this Section 9.8 within fifteen (15) days after receipt thereof by Buyer or any of the Companies or Company Subsidiaries that are for the account of Sellers hereunder, and Sellers shall forward to Buyer or reimburse Buyer for any refunds or credits that are for the account of Buyer within fifteen (15) days after receipt thereof by Sellers or any of their Affiliates that are for the account of Buyer hereunder; PROVIDED, that the refunding party shall be entitled to deduct from the amount to be refunded all reasonable costs and expenses incurred by such refunding party in obtaining such refund.

Refunds or Credits. Except as otherwise set forth in this Agreement, any Any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Worldwide Taxes (other than Assumed Taxes) for Pre-Closing Date with respect to the Worldwide Companies or the Company Subsidiaries, or attributable to taxable periods ending on or before the Australia Closing Date with respect to Compass Australia or the Australian BusinessTax Periods, shall 106 be for the account of Seller, Seller and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Worldwide Taxes for Post-Closing Date with respect Tax Periods or to the Worldwide Companies or the Subsidiaries of the Worldwide Companies, or attributable to taxable periods ending after the Australia Closing Date with respect to Compass Australia or the Australian Business, such refunds or credits Assumed Taxes they shall be for the account of Buyer. To the extent that such refunds or credits are attributable to Taxes for a Closing Period that are described in Section 9.7Bridge Tax Period, such refunds and or credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 9.77.01(d). In the event Buyer has any discretion to designate whether any credit or refund is attributable to a Pre- Closing Tax Period, a Bridge Tax Period or a Post-Closing Tax Period, the credit or refund shall be treated for purposes of this Agreement as attributable to the earliest taxable period to which it may be attributed. Each party shall promptly notify the other of any refund or credit which it receives or expects to receive which is for the account of the other party. Buyer shall cause the Companies or Company Subsidiaries to promptly forward to Sellers Seller or to reimburse Sellers Seller for any such refunds or credits due Sellers pursuant to this Section 9.8 within fifteen (15) days Seller hereunder after receipt thereof by or on behalf of Buyer or any with interest from the date of the Companies or Company Subsidiaries that are for the account of Sellers hereunderreceipt by Buyer, and Sellers Seller shall promptly forward to Buyer or reimburse Buyer for any refunds or credits that are for the account of due Buyer within fifteen (15) days hereunder after receipt thereof by Sellers or any on behalf of their Affiliates that are for the account of Buyer hereunder; PROVIDED, that the refunding party shall be entitled to deduct Seller with interest from the amount to be refunded all reasonable costs and expenses incurred date of receipt by such refunding party in obtaining such refundSeller.

Refunds or Credits. Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Worldwide Closing Date with respect to and are in excess of those reflected on the Worldwide Companies or the Company Subsidiaries, or attributable to taxable periods ending on or before the Australia Closing Date with respect to Compass Australia or the Australian BusinessBalance Sheet, shall will be for the account of Sellerthe Sellers, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Worldwide Closing Date with respect to or are reflected on the Worldwide Companies or the Subsidiaries of the Worldwide Companies, or attributable to taxable periods ending after the Australia Closing Date with respect to Compass Australia or the Australian BusinessBalance Sheet, such refunds or credits shall will be for the account of the Buyer. To the extent that such refunds or credits are attributable to Taxes for a the Closing Period that are described in Section 9.710.1.5, such refunds and credits shall will be for the account of the party who bears responsibility for such Taxes pursuant to Section 9.710.1.5. The Buyer shall will cause the Acquired Companies or Company Subsidiaries promptly to forward to the Sellers or to reimburse the Sellers for any such refunds or credits due Sellers pursuant to this Section 9.8 within fifteen (15) days 10.1.6 after receipt thereof by Buyer or any of the Buyer or the Acquired Companies of an aggregate of at least $10,000 of such refunds or Company Subsidiaries credits that are for the account of Sellers hereunder, and the Sellers shall will promptly forward to the Buyer or reimburse the Buyer for any refunds or credits due the Buyer after receipt thereof by Sellers of an aggregate of at least $10,000 of such refunds or credits that are for the account of Buyer within fifteen (15) days after receipt thereof by Sellers or any of their Affiliates that are for the account of Buyer hereunder; PROVIDEDprovided, however, that the refunding party shall will be entitled to deduct from the amount to be refunded all reasonable costs and expenses incurred by such refunding party in obtaining such refund, but such deduction will not be included in calculating whether the $10,000 refund and credit threshold noted above has been reached. The Buyer agrees that, upon the reasonable request of FGC and at FGC's expense, an Acquired Company or the Buyer will file an amended return or claim for refund prepared by FGC relating to Taxes attributable to any taxable period (or portion thereof) ending on or before the Closing Date.

Refunds or Credits. Except as otherwise set forth in this Agreement, any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending on or before the Worldwide Closing Date (other than with respect to the Worldwide Companies or the Company Subsidiaries, or attributable to taxable periods ending on or before the Australia Closing Date with respect to Compass Australia or the Australian Business, Section 338 Incremental Taxes) shall be for the account of Sellerthe Sellers, and, to the extent that such refunds or credits are attributable to taxable periods beginning after the Worldwide Closing Date (and with respect to the Worldwide Companies or the Subsidiaries of the Worldwide Companies, or attributable to taxable periods ending after the Australia Closing Date with respect to Compass Australia or the Australian BusinessSection 338 Incremental Taxes), such refunds or credits shall be for the account of Buyer. To the extent that such refunds or credits are attributable to Taxes for a the Closing Period that are described in Section 9.75.4(b), such refunds and credits shall be for the account of the party who bears responsibility for such Taxes pursuant to Section 9.75.4(b). Buyer shall cause the Companies or Company Subsidiaries promptly to forward to the Sellers or to reimburse the Sellers for any such refunds or credits due the Sellers pursuant to this Section 9.8 within fifteen subsection (15c) days after receipt thereof by either Buyer or any the Company of the Companies an aggregate of at least $5,000 of such refunds or Company Subsidiaries credits that are for the account of the Sellers hereunder, and the Sellers shall promptly forward to Buyer or reimburse Buyer for any refunds or credits that are for the account of Buyer within fifteen (15) days after receipt thereof by the Sellers of an aggregate of at least $5,000 of such refunds or any of their Affiliates credits that are for the account of Buyer hereunder; PROVIDEDprovided, however, that the refunding party shall be entitled to deduct from the amount to be refunded all reasonable costs and expenses incurred by such refunding party in obtaining such refund., but such deduction shall not be included in calculating whether the $5,000 refund and credit threshold noted above has been reached. (d)