Common use of Refunds and Tax Benefits Clause in Contracts

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets become entitled, that relate to taxable periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, and the Buyers shall pay over to the Sellers any such refund or the amount of any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other hand.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate AssetsCompany, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries Purchaser or the Separate Assets become Company becomes entitled, that relate to taxable Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, taken into account as a Current Asset with respect to such Taxes in the Final Statement or, without duplication, specifically provided for such Taxes (other than as a Current Asset) in the Unaudited 2008 Financials) shall be for the account of the SellersSeller, and the Buyers Purchaser shall pay over to the Sellers Seller (a) any such cash refund or within fifteen (15) days after receipt thereof and (b) the amount of any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax savings realized by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries Purchaser or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before Company at the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after time the Tax Return relating to which such Taxes credit relates is filedfiled by Purchaser or the Company. Notwithstanding the foregoing, any Any Tax refunds that are received for by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes described and/or any amounts credited against income Tax resulting from adjustments in Section 5.4(c) connection with the activities of the Company which shall be shared equally by for the Buyersaccount of Parent), on that relate to Taxes of the one handCompany for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen (15) days after receipt thereof and (b) the Sellers, on amount of Tax savings realized by Parent or any of its Affiliates at the other handtime the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds (including the tax refunds listed on Schedule 7.5(a) and also including for the avoidance of doubt any interest component of such refunds) that are received by the Buyersany Purchaser Party or any of its Affiliates, any of the Sold Companies, the Subsidiaries applicable Purchaser Designee or the Separate Assetsany Controlled Acquired Company, and any amounts credited against Tax to which the Buyersany Purchaser Party or any of its Affiliates, any of the Sold Companies, the Subsidiaries applicable Purchaser Designee or the Separate Assets any such Controlled Acquired Company have become entitled, that relate to taxable periods or portions thereof ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date (net of any Taxes resulting from the receipt of such refund or credit) shall be for the account of EME, except to the Sellersextent that any indemnity payment under Section 11.5(a) is reduced on account of such refund or credit, and the Buyers Purchaser shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay over to the Sellers EME an amount equal to any such refund or the an amount of equal to any such credit within 15 days after (net of any Taxes resulting from the receipt of such refund or credit) to which EME is entitled within fifteen (15) days after receipt of or entitlement thereto. The preceding sentence shall not apply to a credit thereto(i) the CBK VAT Credits, (ii) any refunds or credits resulting from the use in a post-Closing period of Tax losses that arose in a Pre-Closing Period and are properly carried forward into a post-Closing period, nor (iii) any refunds or credits resulting from the use in a Pre-Closing Period of Australian Tax losses described in Section 4.13(f) against taxable gain or income resulting from a transaction occurring outside the Ordinary Course of Business. For purposes of clause (iii) of the preceding sentence, any restructuring or reorganization of a relevant Controlled Acquired Company with effect during or after 2004 shall be considered outside the Ordinary Course of Business, but all restructurings or reorganizations arising from Project Partial Termination Events in respect of the Project-Specific Acquired Companies listed opposite the Projects known as "Valley Power" or "Kwinana" shall be deemed to be in the Ordinary Course of Business (but only to the extent that the aggregate income or gains resulting from such restructurings or reorganizations does not exceed AU$20,000,000). To the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Tax Authority to the Buyersany Purchaser Party or any of its Affiliates, any of the Sold Companies, the Subsidiaries applicable Purchaser Designee or the Separate Assets, any Controlled Acquired Company of any amount accrued for any taxable periods or portions thereof ending before by the applicable Acquired Company as of the Closing DateDate (as evidenced by the customary accounting records for such Acquired Company), the Buyers Purchaser shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay such amount (net of any Taxes resulting from the receipt of such refund or credit) to the Sellers EME within 15 fifteen (15) days after receipt of or entitlement thereto and (iii) thereto, except to the extent that any an indemnity payment under Section 11.5(a) is reduced on account of the Sellers prepay any Taxes relating to taxable periods such refund or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other handcredit.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any income Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate AssetsMGM Acquired Entities, and any amounts credited against Tax to which the Buyers, Purchaser or any of the Sold Companies, the Subsidiaries or the Separate Assets become MGM Acquired Entities becomes entitled, that relate to taxable Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the MGM Acquired Entities) shall be for the account of the SellersParent, and the Buyers Purchaser shall pay over to the Sellers Parent (a) any such cash refund or within fifteen days after receipt thereof and (b) the amount of any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax savings realized by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries Purchaser or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before MGM Acquired Entities at the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after time the Tax Return relating to which such Taxes credit relates is filedfiled by Purchaser or the MGM Acquired Entities. Notwithstanding the foregoing, any Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled, that relate to Taxes of the MGM Acquired Entities for Taxes described in Section 5.4(c) Tax periods or portions thereof after the Closing Date shall be shared equally by for the Buyers, on the one handaccount of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the Sellers, on amount of Tax savings realized by Parent or any of its Affiliates at the other handtime the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate AssetsMGM Entities, and any amounts credited against Tax to which the Buyers, Purchaser or any of the Sold Companies, the Subsidiaries or the Separate Assets become MGM Entities becomes entitled, that relate to taxable Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derived) shall be for the account of the SellersParent, and the Buyers Purchaser shall pay over to the Sellers Parent (a) any such cash refund or within fifteen days after receipt thereof and (b) the amount of any such credit within 15 days after the receipt of such refund Tax savings realized by Purchaser or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, MGM Entities at the Subsidiaries time the Tax Return to which such credit relates is filed by Purchaser or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filedMGM Entities. Notwithstanding the foregoing, any Any Tax refunds that are received for by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes described and/or any amounts credited against Tax resulting from adjustments in Section 5.4(c) connection with the activities of the Company which shall be shared equally by for the Buyersaccount of Parent), on that relate to Taxes of the one handCompany for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the Sellers, on amount of Tax savings realized by Parent or any of its Affiliates at the other handtime the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

Refunds and Tax Benefits. Except to the extent such Taxes (ax) Except are reflected as otherwise provided an asset on the face of the final and binding Closing Date Balance Sheet (rather than in Section 5.7(cany notes thereto), and (iy) taken into account in determining the final and binding calculation of the Purchase Price, any Tax refunds that are of Taxes actually received by Acquirer, the Buyers, Company or any of the Sold Companies, the their Subsidiaries or the Separate Assets, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets become entitled, that relate to taxable periods or portions thereof ending on or before following the Closing Date shall that are attributable to the Company or any of its Subsidiaries for any Pre-Closing Tax Periods (“Tax Refunds”), shall, subject to this Section 9.6, be for the account of the Sellers, Seller and the Buyers shall pay paid over to the Sellers any such refund or Seller within fifteen (15) days after receipt thereof, provided the amount paid over to Seller shall be net of any such credit within 15 days after costs (including any Taxes) incurred in respect of the receipt of such refund Tax Refund, including any reasonable costs associated with Acquirer’s review and filing of any Refund Claim Return. Acquirer shall promptly notify Seller in writing of any Tax Refund actually received after the Closing. Seller may request Acquirer to file (or entitlement cause to a credit theretofile) any Tax Returns or other claims for Tax Refunds (“Refund Claim Returns”). Neither Acquirer, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, Company nor any of the Sold Companies, the their Subsidiaries or the Separate Assets, of shall be required to file any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Refund Claim Return relating to such Taxes is filed. Notwithstanding the foregoing, with any Tax refunds authority unless and until Acquirer determines (in its reasonable discretion) that are received for Taxes described in Section 5.4(csuch Refund Claim Return (i) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other hand.is more likely than not to succeed and

Refunds and Tax Benefits. Parent shall be entitled to any refund or credit of Taxes (a) Except as otherwise provided in Section 5.7(cincluding any interest paid or credited with respect thereto), and CS shall promptly pay to Parent any such refund or credit of Taxes (iincluding any interest paid or credited with respect thereto) received by or credited to CS or the Beverage Companies relating to Taxes for which Parent is responsible under Section 8.1(a) hereof, net of any costs or expenses incurred by CS or the Beverage Companies with respect to such refund or credit. In the event that any refund or credit of Taxes for which a payment has been made to Parent pursuant to this Section 8.2 is subsequently redeemed or disallowed, Parent shall indemnify, defend and hold harmless the Beverage Companies against and reimburse the Beverage Companies for any Tax refunds liability, including interest and penalties, assessed against such Beverage Company by reason of the reduction or disallowance; PROVIDED, HOWEVER, that are any repayment of any refund or credit of Taxes shall be limited to the net amount of such refund received by the BuyersParent pursuant to the preceding sentence. Without limiting the generality of the preceding sentence, any such refund or other benefit realized by any Beverage Company in a post-Closing period that results from the carryforward of any net operating loss or capital loss or other Tax attributes (but not including overpayments or prepayments of Tax attributable to a period or portion thereof ending on or before the Sold Companies, the Subsidiaries Closing) of a Beverage Company in any Tax period or the Separate Assets, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets become entitled, that relate to taxable periods or portions portion thereof ending on or before the Closing Date shall be for the account of the Sellers, and the Buyers shall pay over to the Sellers any such refund or the amount of any such credit within 15 days after the receipt property of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto Beverage Company and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally retained by the Buyers, on the one hand, and the Sellers, on the other handsuch Beverage Company.

Refunds and Tax Benefits. (a) Except as otherwise provided The Buyers shall promptly ------------------------ pay to the Seller the amount of any refund, credit or offset (including any interest paid, credited or any offset allowed with respect thereto but reduced by any Taxes that the Buyer or any of the Spirits Subsidiaries shall be required to pay with respect thereto) received or used, in Section 5.7(c)the case of a credit or offset, by the Buyers or any of the Spirits Subsidiaries of Taxes (i) any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets become entitled, that relate relating to taxable periods or portions thereof ending on or before the Closing Date (including any Income Taxes allocated to such period under Section 7.1(d) hereof), (ii) attributable to an amount paid by the Seller under Section 7.1 hereof or (iii) that are Retained Assets. The amount of any refunds, credits or offsets (including any interest paid or credited with respect thereto) received by the Buyers or any of the Spirits Subsidiaries shall be for the account of the SellersBuyers if the refund, and the Buyers shall pay over to the Sellers any such refund credit or the amount offset is of any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning that begin on or after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating Date (including any Income Taxes allocated to such Taxes period under Section 7.1(d) hereof), including any refund, credit or offset that results from the carry forward of a Tax attribute from a period ending on or before the Closing Date to a post-Closing taxable period. The Buyers shall, if the Seller so requests and at the Seller's expense, cause the relevant entity to file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which the Seller is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in entitled under this Section 5.4(c) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other hand7.2.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) If any Income Tax refunds that are received by Parent or the Buyers, Surviving Corporation or any of the Sold Companies, the its Subsidiaries or any amounts are credited against Income Taxes to which Parent or the Separate Assets, Surviving Corporation and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the its Subsidiaries or the Separate Assets become entitled, that relate to taxable periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, and the Buyers shall pay over to the Sellers any such refund or the amount of any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers Parent shall pay over to the Shareholder Representative (on behalf of the Company Shareholders) any such amount, but only to the extent such amount is not attributable to any deductions arising out of or in connection with the Sellers transactions contemplated hereby, or any net operating loss produced by such deductions, within 15 fifteen (15) days after receipt or entitlement thereto and (iii) to the extent that thereto, net of any Taxes imposed upon Parent by reason of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay receipt of such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filedamount. Notwithstanding the foregoing, any Income Tax refunds received by Parent or the Surviving Corporation or any of its Subsidiaries or any amount credited against Income Taxes to which Parent or the Surviving Corporation and any of its Subsidiaries become entitled that are received solely attributable to the payment of bonuses pursuant to the Xxxxxxx Industries, Inc. Special Bonus Plan for Taxes described Employees shall be paid over to the Shareholder Representative pursuant to this Section 7.3(e) notwithstanding the fact that such amounts may be deemed attributable to deductions arising out of or in connection with the transactions contemplated hereby, or a net operating loss produced by such deductions. The parties intend that any payments from Parent to the Shareholder Representative under this Section 5.4(c7.3(e) shall be shared equally by treated as an adjustment to the BuyersPurchase Price of the Common Shares for purposes of all Applicable Laws, on the one hand, and the Sellers, on the other handincluding Tax laws.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), The Purchaser shall ------------------------ promptly pay to the BOC Group an amount equal to any refund (such refund having been either actually refunded or credited to or offset against a current tax liability) (including any interest paid or credited with respect thereto) received by the Purchaser (but only with respect to a Subsidiary) or any Subsidiary of Taxes (i) any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets become entitled, that relate relating to taxable periods or portions thereof ending on or before the Closing Date or (ii) attributable to Taxes that gave rise to a payment by the BOC Group under Section 7.03. The Purchaser shall, if the BOC Group so requests and at the BOC Group's expense, cause the relevant entity to file for and obtain any refund which would give rise to a payment under this Section 7.04. The Purchaser shall permit the BOC Group to control (at the BOC Group's expense) the prosecution of any such refund claim, and shall cause the relevant entity to authorize by appropriate power of attorney such persons as the BOC Group shall designate to represent such entity with respect to such refund claim; provided, that no such refund claim or the settlement or other disposition thereof will increase a tax liability of the Purchaser or any Subsidiary in any taxable period ending after the Closing Date. Neither the Purchaser nor any Subsidiary shall be for required to pay to the account BOC Group or any Affiliate thereof any refund or credit of Taxes that results from the Sellerscarryback to any taxable period ending on or before the Closing Date of any net operating loss, capital loss or tax credit incurred by any Subsidiary in any taxable period beginning after the Closing Date (and in the Buyers event such refund or credit is received by the BOC Group then the BOC Group shall pay over to the Sellers any such refund or the amount benefits of such credit to the Purchaser); provided that in determining whether any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding carryback results in a payment refund or credit against Tax by a Taxing Authority to the Buyerscredit, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) carryback shall be shared equally by the Buyers, on the one hand, and the Sellers, on the taken into account only after giving effect to all other handitems of benefit.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries or the Separate AssetsMGM Entities, and any amounts credited against Tax to which the Buyers, Purchaser or any of the Sold Companies, the Subsidiaries or the Separate Assets become MGM Entities becomes entitled, that relate to taxable Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Companies from which the Final Statement was derived) shall be for the account of the SellersParent, and the Buyers Purchaser shall pay over to the Sellers Parent (a) any such cash refund or within fifteen days after receipt thereof and (b) the amount of any such credit within 15 days after the receipt of such refund Tax savings realized by Purchaser or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, MGM Entities at the Subsidiaries time the Tax Return to which such credit relates is filed by Purchaser or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filedMGM Entities. Notwithstanding the foregoing, any Any Tax refunds that are received for by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes described and/or any amounts credited against Tax resulting from adjustments in Section 5.4(c) connection with the activities of the Company which shall be shared equally by for the Buyersaccount of Parent), on that relate to Taxes of the one handCompany for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the Sellers, on amount of Tax savings realized by Parent or any of its Affiliates at the other handtime the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

Refunds and Tax Benefits. (aIf, after the Closing and subject to Section 9(a) Except as otherwise provided in Section 5.7(c)above, (i) the Seller Entities file a Tax return for one or more of the Companies relating to a period ending on or before the Closing Date, or, pursuant to an audit thereof or otherwise, file an amendment to a Tax return for one or more of the Companies relating to a period ending on or before the Closing Date, then any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate Assetsa Company, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate Assets a Company become entitled, that relate to taxable Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the SellersSeller Entities, and the Buyers Buyer shall pay over to the Sellers Seller Entities any such refund or the amount of any such credit within 15 thirty (30) days after the receipt of such refund or entitlement to a credit theretouse thereof. In addition, (ii) to the extent that a any such claim for refund or a proceeding results in a payment or credit against a Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate Assets, a Company of any amount accrued for any taxable periods or portions thereof ending before on the Closing DateBalance Sheet, the Buyers Buyer shall pay such amount to the Sellers Seller Entities within 15 thirty (30) days after receipt or entitlement thereto use thereof. Notwithstanding the foregoing to the contrary, if such refund or credit results in the increase in Taxes or loss of a Tax benefit to any of the Buyer or a Company, then such refund or credit shall be solely for the account of the Buyer and (iii) the Companies, to the extent that any of the Sellers prepay any such increase in Taxes relating to taxable periods or portions thereof beginning after the Closing Dateloss of a Tax benefit, the Buyers and shall repay such amounts not be paid to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other handSeller Entities.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the BuyersBuyer, any Affiliate of the Sold CompaniesBuyer, the Subsidiaries or the Separate AssetsCompany, and any amounts credited against Tax (including the excess of (i) the amount of the reserve for Taxes not yet due and payable (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected as a current Liability for purposes of the determination of the Working Capital over (ii) the actual Liability of the Company for Taxes not yet due and payable as of the Closing Date) to which the BuyersBuyer, any Affiliate of the Sold CompaniesBuyer, the Subsidiaries or the Separate Assets Company become entitled, that relate to taxable Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers, (excluding any refund or credit attributable to any loss in a tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a tax year (or portion of a Straddle Period) ending on or before the Closing Date), and the Buyers Buyer shall pay over to the Sellers any such refund or the amount of any such credit within 15 days after the receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 30 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Datethereto; provided, however, the Buyers Buyer shall repay such amounts not be required to pay over to the Sellers within 15 days after any such refund or the Tax Return relating amount of any such credit up to such Taxes is filed. Notwithstanding the foregoing, amount of any Tax refunds that are received asset (excluding any deferred Tax asset established to reflect timing differences between book and Tax income) reflected as a current asset for Taxes described in Section 5.4(c) shall be shared equally by purposes of the Buyers, on determination of the one hand, and the Sellers, on the other handWorking Capital.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the BuyersCompany, the Surviving Corporation or any of the Sold Companiestheir respective Subsidiaries, the Subsidiaries or the Separate Assets, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets become entitled, that refunds relate to taxable periods or portions thereof ending on or before the Closing Date Pre-2011 Tax Period, shall be for the account of the Sellers, Equity Holders and the Buyers Company, the Surviving Corporation or their respective Subsidiaries, as the case may be, shall pay over to the Sellers any such refund Shareholders’ Representative (or to the Trustee, in the case of the ESOP), for distribution to the Equity Holders (or allocation to the accounts of ESOP participants, beneficiaries and alternate payees, as the case may be), the amount of any such credit refund, net of all reasonable costs and expenses incurred by the Company, the Surviving Corporation and their respective Subsidiaries in connection with such refund, within 15 forty-five (45) days after the actual receipt of such refund or entitlement to a credit thereto, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companies, the Subsidiaries or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filedrefund. Notwithstanding the foregoing, any Any Tax refunds that are received for Taxes described in Section 5.4(cby the Company, the Surviving Corporation or any of their respective Subsidiaries that relate to the Post-2010 Tax Period (including any Tax refunds resulting from a carryback from a Post-2010 Tax Period to a Pre-2011 Tax Period) shall be shared equally for the account of the Surviving Corporation and its Subsidiaries. Notwithstanding anything to the contrary herein, any Tax refund received by the BuyersCompany, the Surviving Corporation or any of their respective Subsidiaries shall be for the account of the Surviving Corporation and its Subsidiaries to the extent such amount is reflected on the one handFinal 2010 Balance Sheet or to the extent such Tax refund creates or increases a liability for Taxes of, and or reduces a refund for Taxes available to, the SellersCompany, on the other handSurviving Corporation or their respective Subsidiaries for any Post-2010 Tax Period.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) To the extent that any Tax refunds that are received by the Buyers, any of the Sold Companies, Company for a Pre-Closing Tax Period is refunded to the Subsidiaries Buyer or the Separate AssetsCompany in cash, and any amounts or is credited against Tax to which would otherwise be due in cash from the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate Assets become entitledCompany, that relate to taxable periods such refund or portions thereof ending on or before the Closing Date credit shall be for the account of the Sellers, and the Buyers Stockholders. Buyer shall pay over to the Sellers any such refund or Sellers’ Representative the amount of any such refund or credit within 15 fifteen (15) days after the receipt refund is actually received in cash or the Tax against which the credit is applied would otherwise be due. Any contrary provision of this Section 7.01(k) notwithstanding, the amount of any such refund or entitlement credit which is required to a credit theretobe paid to Sellers’ Representative (i) shall be reduced by the amount of any Taxes on such refund and any reasonable out-of-pocket expenses that the Buyer, the Company or any of their respective Subsidiaries or Affiliates incur (or will incur) with respect to such refund or credit, and (ii) shall not include any refund or credit (which shall be for the benefit of the Buyer, the Company or their respective Subsidiaries or Affiliates) that (A) results from the carrying back of any net operating loss, non-capital loss or other Tax attribute or Tax credit incurred in any Tax period other than a Pre-Closing Tax Period; (B) results from an adjustment in Tax for a Pre-Closing Tax Period that results in an increase in Tax for any period which is not a Pre-Closing Tax Period; or (C) is included in the computation of Closing Indebtedness or final Net Working Capital. To the extent a refund that gave rise to a payment hereunder is subsequently disallowed, or otherwise reduced, Stockholders will be responsible (in the proportions that the refund had been distributed to them pursuant to the extent first sentence of this Section 7.01(k)) to refund to Buyer the amount of Taxes that a claim for refund Buyer, the Company or a proceeding results in a payment or credit against Tax by a Taxing Authority to the Buyers, any of the Sold Companiestheir Affiliates incurs as a result of such disallowance, the Subsidiaries reduction, or the Separate Assets, of any amount accrued for any taxable periods or portions thereof ending before the Closing Date, the Buyers shall pay such amount to the Sellers within 15 days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other handloss.

Refunds and Tax Benefits. Except to the extent that Income Tax refunds (a) Except as otherwise provided including any refunds generated from a carryback of a loss for the taxable year of the Acquired Companies that ends on the date on which the Closing occurs described in Section 5.7(c)11.3 above) are treated as part of Current Assets for purposes of calculating Closing Net Working Capital under Appendix I, (i) then any Income Tax refunds that are received by the BuyersBuyer, any of the Sold Companies, the Subsidiaries Surviving Company or the Separate AssetsAcquired Companies, and any amounts credited against Income Tax to which the Buyers, any of the Sold Companies, the Subsidiaries Buyer Surviving Company or the Separate Assets Acquired Companies become entitled, that relate to taxable Income Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the SellersSNIH Stockholders, and the Buyers Buyer shall pay over to the Sellers Stockholders’ Representative’s account for payment to SNIH Stockholders any such refund or the amount of any such credit within 15 days fifteen (15) Business Days after the receipt of such refund or entitlement to a credit thereto. In addition, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Income Tax by a Taxing Authority taxing authority to the Buyers, any of the Sold Companies, the Subsidiaries Buyer Surviving Company or the Separate Assets, Acquired Companies of any amount Income Tax liability accrued for any taxable periods or portions thereof ending before on the Closing DateMost Recent Balance Sheet, the Buyers Buyer shall pay such amount Stockholders’ Representative’s account for payment to the Sellers SNIH Stockholders within 15 days fifteen (15) Business Days after receipt of the refund or entitlement thereto and (iii) except to the extent that any such tax claim, proceeding or tax benefit was treated as part of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the current Assets for purposes of calculation Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) shall be shared equally by the Buyers, on the one hand, and the Sellers, on the other hand.Net Working Capital under Appendix I.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate AssetsAcquired Company, and any amounts credited against Tax to which the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate Assets become Acquired Company becomes entitled, that relate to taxable periods Taxable Periods or portions thereof ending on or before the Closing Date shall be for the account of the SellersSeller, and the Buyers Buyer shall pay over to the Sellers Seller any such refund or the amount of any such credit within 15 days after (net of any Taxes imposed with respect to the receipt or accrual of such refund and interest and reasonable expenses incurred in connection with obtaining the refund) within fifteen (15) days after receipt or entitlement to a credit thereto. In addition, (ii) to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority taxing authority to the Buyers, any of the Sold Companies, the Subsidiaries Buyer or the Separate Assets, of any amount accrued Acquired Company for any taxable periods or portions thereof Taxable Periods ending before on the Closing Date, the Buyers Buyer shall pay such amount to the Sellers Seller within 15 fifteen (15) days after receipt or entitlement thereto and (iii) to the extent that any of the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Date, the Buyers shall repay such amounts to the Sellers within 15 days after the Tax Return relating to such Taxes is filedthereto. Notwithstanding the foregoing, any Any Tax refunds that are received by Seller and any amounts credited against Tax to which Seller becomes entitled that relate to the assets, income or activities of the Acquired Company for Taxes described in Section 5.4(c) Taxable Periods beginning after the Closing Date shall be shared equally by for the Buyers, on the one handaccount of Buyer, and Seller shall pay over to Buyer any such refund or the Sellers, on amount of any such credit (net of any Taxes imposed with respect to the other handreceipt or accrual of such refund and interest and reasonable expenses incurred in connection with obtaining the refund) within fifteen (15) days after receipt or entitlement thereto.

Refunds and Tax Benefits. (a) Except as otherwise provided in Section 5.7(c), (i) any Any Tax refunds that are received by the Buyers, any Purchaser Party or any of the Sold Companiesits Affiliates, the Subsidiaries or the Separate Assetsany Controlled Acquired Company, and any amounts credited against Tax to which the Buyers, any Purchaser Party or any of the Sold Companies, the Subsidiaries its Affiliates or the Separate Assets any such Controlled Acquired Company have become entitled, that relate to taxable periods or portions thereof ending on or before the Project Closing Date and the portion of any Straddle Period ending on the Project Closing Date (for the avoidance of doubt in determining EME’s entitlement to Tax refunds which are limited to particular balances in the relevant company’s imputation credit account, regard will be had to only those imputation credits of the relevant company which arose prior to (and not subsequent to) the Project Closing Date) shall be for the account of the SellersEME, and the Buyers Purchaser Parties shall pay over to the Sellers EME an amount equal to any such refund or the an amount of equal to any such credit within 15 fifteen (15) days after the receipt of such refund or entitlement to a credit thereto, (ii) to credit. To the extent that a claim for refund or a proceeding results in a payment or credit against Tax by a Taxing Authority Tax authority to the Buyers, any Purchaser Party or any of the Sold Companies, the Subsidiaries its Affiliates or the Separate Assets, such Controlled Acquired Company of any amount accrued by the Controlled Acquired Company as of the Project Closing Date (as evidenced by the customary accounting records for any taxable periods or portions thereof ending before the Closing Datesuch Controlled Acquired Company), the Buyers Purchaser Parties shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay such amount to the Sellers EME within 15 fifteen (15) days after receipt or entitlement thereto and (iii) to credit. To the extent that any of Tax refund under this section is subject to Tax to the Sellers prepay any Taxes relating to taxable periods or portions thereof beginning after the Closing Daterecipient, the Buyers shall repay amount payable to EME will be the after-Tax amount of such amounts a Tax refund amount, provided that if any such Tax is refunded to or otherwise recovered by the Sellers within 15 days after the Tax Return relating to recipient, such Taxes is filed. Notwithstanding the foregoing, any Tax refunds that are received for Taxes described in Section 5.4(c) refund shall be shared equally by for the Buyers, on the one hand, account of and the Sellers, on the other handpaid over to EME.