Tax Refunds and Credits. Any refund, credit, rebate or other recovery of Taxes of the Company or any of its Subsidiaries and any interest thereon with respect to any Pre-Closing Tax Period (in the case of any Straddle Period, as determined pursuant to Section 7.2(a)(ii)) or taken into account in Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses or otherwise as a reduction in the Merger Consideration (collectively, a “Tax Refund”) shall be for the account of the Company Equityholders, and Parent shall pay over (or cause the Company or any of its Subsidiaries to pay over) such Tax Refund, net of any Taxes thereon (but specifically excluding any Taxes arising as a result of a reduction in the amount of any net operating losses arising in a Pre-Closing Tax Period that can be carried forward to a taxable period, or portion of any Straddle Period, commencing after the Closing Date) and any reasonable out-of-pocket expenses incurred by Parent in obtaining such Tax Refund within ten (10) days of the receipt thereof (or in the case of any amount credited against Taxes within ten (10) days of the date such credit against Taxes is claimed on a Tax Return) by wire transfer of immediately available funds to the Appointed Agent (for a further distribution to the Company Equityholders). If the sum of (x) the amount of Taxes paid by the Company or any of its Subsidiaries on or before the Closing in respect of a Straddle Period (whether as payments of estimated Tax or credits of prior years’ Tax refunds) or taken into account in Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses or otherwise as a reduction in the Merger Consideration, exceeds (y) the amount of Taxes relating to the portion of such Straddle Period ending on the Closing Date (as determined under Section 7.2(a)(ii)) shown on any such Tax Return, such excess shall be treated as a Tax Refund. Any proceedings relating to a Tax Refund shall be controlled by the Party entitled to control a Tax Contest with respect to a Tax for which a Tax Refund is sought in accordance with Section 7.2(d), and Parent shall, if the Appointed Agent so requests, reasonably cooperate with the Appointed Agent in filing any amended returns or claims for refunds or in taking such other steps as may be necessary for obtaining any Tax Refund.
Tax Refunds and Credits. All real estate and personal property tax refunds and credits with respect to the Property shall be apportioned between Buyer and Seller as follows:
Tax Refunds and Credits. Any refund or credit of the overpayment of Taxes of the Company (including any interest paid thereon) for any Pre-Closing Period and, in the case of a Straddle Period, allocable to the portion of such period up to and including the Closing Date, that the Company, Purchaser, or any Affiliate of any of the foregoing receives or realizes shall be for the account of Sellers in an amount equal to the product of (x) the percentage interest in the Company that the Sold Shares constitute multiplied by and (y) the amount of such refund or credit (including any interest paid thereon). Purchaser shall cause the Company to use commercially reasonable efforts to collect or realize any refunds (or credits) for overpayment of any Taxes paid (or realized) by the Company with respect to any Pre-Closing Period or Straddle Period and, in the case of a net operating loss or other attribute for such periods, shall cause the Company to carryback such loss or other attribute to the extent permitted under Applicable Laws, if such carryback would result in a Tax refund or credit for an overpayment of Taxes. For avoidance of doubt, if a Tax refund or credit for an overpayment of Taxes results from a carryback of a loss or other attribute that was incurred or generated in a post-Closing Period (or a portion thereof), such Tax refund or credit shall not be for the account of Sellers and shall not be subject to this Section 9.7. For purposes of the immediately preceding sentence, a loss or other attribute shall not be treated as incurred in a post-Closing Period (or portion thereof) to the extent such loss or other attribute is attributable to, or arises from, the Transaction Tax Deductions. Within five (5) Business Days after the receipt thereof, Purchaser or Company shall, or shall cause the applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds, an amount equal to the product of (x) the percentage interest in the Company that the Sold Shares constitute multiplied by (y) the amount of such Tax refunds or credits (including any interest paid thereon) in respect of any Pre-Closing Tax Period and, in the case of a Straddle Period, allocable to portion of such period up to and including the Closing Date (net of any expenses and any additional Taxes incurred with respect to the filing and receipt of the refund or credit) to the Sellers (or Seller’s Representative to be distributed to each Seller according to each Seller’s Percentage). Notwithstandi...
Tax Refunds and Credits. If the Administrative Agent or a Lender or an Issuing Bank determines, in its reasonable discretion, that it has received a refund or credit of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 5.03, it shall pay over the amount of such refund or credit to the applicable Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the applicable Loan Party under this Section 5.03 with respect to the Taxes giving rise to such refund or credit), net of all out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, that the applicable Loan Party, upon the request of the Administrative Agent or such Lender or such Issuing Bank, agrees to repay the amount paid over to the applicable Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or such Issuing Bank in the event the Administrative Agent or such Lender or such Issuing Bank is required to repay such refund or credit to such Governmental Authority. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.
Tax Refunds and Credits. Each Tax Indemnified Party agrees that if such Person determines in its sole discretion exercised in good faith that it subsequently recovers or receives a Tax Credit attributable to a Tax Payment (including the payment of additional amounts by any Borrower pursuant to this Section 4.7), such Person shall promptly pay such Borrower such Tax Credit (but only to the extent of the Tax Payments made with respect to the Taxes giving rise to such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such Person and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Tax Credit); provided that if, due to subsequent adjustment of such Tax Credit, such Person is required to repay such amount to the relevant Governmental Authorities, such Borrower agrees to repay such Person, as the case may be, the amount required to be repaid, plus any interest imposed by the Governmental Authority in respect thereof.
Tax Refunds and Credits. Any Tax refunds that are received by Buyer or any Target Company or Target Subsidiary, and any amounts credited against Tax to which Buyer or any Target Company or Target Subsidiary becomes entitled, that relate to a Pre-Closing Tax Period (other than refunds resulting from a carry back of net operating losses or other tax attributes to the Pre-closing Tax Period with respect to any Tax Return that is not a Group Tax Return which Buyer may carry-back only with Parent’s written consent, such consent not to be unreasonably withheld, and not to be withheld if such Tax losses or other Tax attributes cannot be carried forward in lieu of being carried back) shall be for the account of Parent, and Buyer shall pay over to Parent any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto, net of the Tax and other costs incurred in connection therewith.
Tax Refunds and Credits. The Sellers agree to cooperate with the Purchaser in all respects, and take or cause to be taken any steps necessary, in order to apply for and obtain any tax refunds with respect to Sellers and tax credits for Purchasers for any taxable year, provided that the Purchaser pays all reasonable expenses incurred in connection therewith.
Tax Refunds and Credits. (a) Each Party (and its Affiliates) shall be entitled to, and the other Party shall, at the written request and expense of the first Party (such Party, the “Refund Party”), use commercially reasonable efforts to claim, all Refunds that relate to Taxes for which the Refund Party (or its Affiliates) is liable under Article III. To the extent that a particular Refund of Taxes may be allocable to a Tax Period or reflected on a Tax Return with respect to which the Parties may share liability under this Agreement, the portion of such Refund to which each Refund Party will be entitled shall be determined by comparing the relative liability of such Refund Party for the Taxes shown on the applicable Tax Return, taking into account the facts as utilized for purposes of claiming such Refund. Any Refund to which a Refund Party is entitled that is received by the other Party shall be paid to such Refund Party within ten (10) days of, in the case of a cash Refund, such other Party’s actual receipt of the Refund from the applicable Tax Authority or, in the case of any Refund that reduces or offsets Taxes otherwise payable by such other Party, the earlier of the Due Date for such Tax liability or the date such Tax liability is actually paid.
Tax Refunds and Credits. Any refunds or credits of Taxes, to the extent arising from taxable periods (or portions thereof) ending on or before the Closing Date, shall be for the account of Seller and, to the extent arising from taxable periods (or portions thereof) beginning after the Closing Date, shall be for the account of Buyer. Seller and Buyer each shall promptly forward to the other any such refunds or credits due to the other after receipt thereof.
Tax Refunds and Credits. All real estate and personal property tax refunds and credits with respect to any Facility shall be apportioned between Meridian and Prudential as follows:
