Parent shall cooperate with the Representative in obtaining Pre-Closing Tax Refunds to which the Stockholders and Optionholders are entitled under this Section 10.01(b), including through the filing of amended Tax Returns or refund claims, it being understood that any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities.
Any refunds received as a result of the claiming of such deductions that are Pre-Closing Tax Refunds shall be paid in accordance with this Section 11.06.
Purchaser shall take commercially reasonable steps to cooperate with Seller in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that Pre-Closing Tax Refunds shall be claimed in cash rather than as a credit against future Tax liabilities.
The parties agree that Pre-Closing Tax Refunds for the portion of a Straddle Period that ends on the Closing Date shall be determined using the methodologies set forth in Section 7.2(e).
The date on which Closing occurs is referred to as the "Closing Date." For Tax purposes and purposes of calculating Final Closing Date Net Working Capital, Final Closing Date Cash, Final Closing Date Pre-Closing Taxes and Final Closing Date Pre-Closing Tax Refunds, Closing will be deemed effective as of the opening of business on the Closing Date.