Common use of Reimbursement for Taxes Clause in Contracts

Reimbursement for Taxes. Buyer shall reimburse Seller for any Taxes paid by Seller with respect to the Business for the period beginning on the Accretion Date and ending on the Closing Date (the "Reimbursement Period") and the Taxes Buyer is required to reimburse Seller for pursuant to this Section 10.9 shall be referred to herein as the "Reimbursed Tax Amount"). For purposes of this Agreement, the Reimbursed Tax Amount shall equal (a) the sum of (i) the Tax liability of the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and assuming a maximum tax rate for federal, state and local income tax purposes of 39 percent and (ii) any other Taxes paid by Seller with respect to the Business for the Reimbursement Period less (b) the amount of any Taxes with respect to the Business for the Reimbursement Period paid by Seller from operating cash of the Business during the Reimbursement Period. To the extent the operation of the Business during the Reimbursement Period results in a loss for Tax purposes then the Seller shall reimburse the Buyer in an amount equal to the product of (x) the amount of the taxable loss with respect to the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and (y) an applicable tax rate of 39 percent (the "Reimbursed Tax Loss Amount"). In calculating the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, items of income, gain, loss, deduction and credit shall be allocated to the Business in a manner consistent with past practice. Seller shall provide Buyer with a statement (the "Reimbursed Tax Statement") setting forth in reasonable detail calculations of the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, and Buyer shall have the right to review and approve the Reimbursed Tax Statement for 30 days following the receipt thereof. Seller and Buyer shall attempt in good faith mutually to resolve any disagreements regarding such Reimbursed Tax Statement. If such dispute is not resolved within 45 days, the parties shall jointly retain a nationally recognized independent accounting firm to resolve the dispute. The fees of the independent accounting firm shall be borne equally by Buyer and Seller, and the decision of such independent accounting firm be final and binding on all parties.

Reimbursement for Taxes. Buyer All taxes, of any nature whatsoever, including fees, excise taxes, goods and services taxes or other governmental charges and any additions or charges thereon, hereafter imposed by Canada or any political subdivision thereof or therein (hereinafter singularly referred to as a “tax” and collectively referred to as “taxes”) relating to or based on the sale or delivery of Steam or the provision of services hereunder or relating to any documents (including this Agreement) evidencing or giving effect to the purchase or delivery of Steam hereunder or the provision of services hereunder, but not including any taxes of any nature whatsoever relating to the business or occupation, franchise, income, capital gains or excess profits of LANXESS or taxes measured by the net income of LANXESS, shall reimburse Seller be for the account of BioAmber Sarnia and to the extent that any Taxes such tax or taxes are paid by Seller LANXESS, BioAmber Sarnia shall promptly reimburse LANXESS therefor upon receipt of LANXESS’ request accompanied by satisfactory documentation. The amount charged to BioAmber Sarnia for Steam purchased or services provided hereunder shall not include taxes for which *Confidential Treatment Requested BioAmber Sarnia provides LANXESS with respect to the Business for the period beginning on the Accretion Date and ending on the Closing Date (the "Reimbursement Period") and the Taxes Buyer is required to reimburse Seller for pursuant to this Section 10.9 shall be referred to herein as the "Reimbursed Tax Amount")valid evidence of exemption from such taxes. For purposes of this Agreement, the Reimbursed Tax Amount shall equal (a) the sum of (i) the Tax liability of the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and assuming a maximum If any tax rate for federal, state and local income tax purposes of 39 percent and (ii) any other Taxes paid by Seller with respect LANXESS and reimbursed by BioAmber Sarnia is subject to the Business refund, LANXESS shall use reasonable efforts to obtain such refund. LANXESS shall promptly reimburse BioAmber Sarnia for the Reimbursement Period less (b) the amount of any Taxes with refund of taxes in respect of which BioAmber Sarnia has reimbursed LANXESS. Where a refund can only be obtained by BioAmber Sarnia, LANXESS shall provide reasonable assistance to BioAmber Sarnia in obtaining such refund. Credits to which LANXESS is entitled against amounts required to be paid by LANXESS in respect of harmonized sales taxes relating to the Business transactions contemplated by this Agreement shall not be considered refunds for the Reimbursement Period paid by Seller from operating cash purposes of the Business during the Reimbursement Period. To the extent the operation of the Business during the Reimbursement Period results in a loss for Tax purposes then the Seller shall reimburse the Buyer in an amount equal to the product of (x) the amount of the taxable loss with respect to the Business for the Reimbursement Period, computed as if the Business were conducted on a stand alone basis and (y) an applicable tax rate of 39 percent (the "Reimbursed Tax Loss Amount"). In calculating the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, items of income, gain, loss, deduction and credit shall be allocated to the Business in a manner consistent with past practice. Seller shall provide Buyer with a statement (the "Reimbursed Tax Statement") setting forth in reasonable detail calculations of the Reimbursed Tax Amount or the Reimbursed Tax Loss Amount, as the case may be, and Buyer shall have the right to review and approve the Reimbursed Tax Statement for 30 days following the receipt thereof. Seller and Buyer shall attempt in good faith mutually to resolve any disagreements regarding such Reimbursed Tax Statement. If such dispute is not resolved within 45 days, the parties shall jointly retain a nationally recognized independent accounting firm to resolve the dispute. The fees of the independent accounting firm shall be borne equally by Buyer and Seller, and the decision of such independent accounting firm be final and binding on all partiesthis Section 8.6.