Pre-Closing Tax Refund means (i) any refund of Taxes for a taxable period ending on or before the Initial Closing Date received by any of Buyer, Buyer's Affiliate or any Group Company after the Initial Closing Date and (ii) the portion of any tax refund of Taxes for a Straddle Period received by any of Buyer, Buyer's Affiliate or any Group Company after the Initial Closing Date that is attributable to the portion of the Straddle Period ending on and including the Initial Closing Date, as determined pursuant to the methodology in Section 10.3.
If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Vowel Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Vowel Per Share Stock Consideration, plus the Vowel Per Share Pre-Closing Tax Refund Consideration and the Contingent Value Right in accordance with the applicable provisions of this Agreement.
Acquiror and its Affiliates shall, if Parent so requests and at Parent's sole expense, cause the Acquired Companies to file for any Pre-Closing Tax Refund and claim any refunds with respect thereto, in each case in accordance with past tax accounting practice, provided that Acquiror shall not be required to amend any previously filed Tax Return.
Buyer will promptly pay, or cause to be paid, the amount of any such Pre-Closing Tax Refund, including the amount of interest actually received thereon, to Sellers upon receipt (or use) of such Pre-Closing Tax Refund by the Company or any of its Affiliates (it being understood that in the case of an election to use any such refund as a payment of, or a credit against, future Taxes, such refund will be considered to be used at the time such election is made).
Any refund of Pre-Closing Taxes (or any election to apply the right to such a refund as a payment of, or a credit against, future Taxes) that in each case exceeds the amount of such refund of Taxes taken into account in the computation of the Final Closing Working Capital (a "Pre-Closing Tax Refund"), will be credited to Sellers.
The amount of any refunds received by the Company or the Operating Company with respect to any taxable period ending on or prior to the Closing Date (any such amount, a Pre-Closing Tax Refund) shall be for the account of the Company Holders.