Tax Refunds and Credits. The Purchaser shall pay, in the manner set forth below, an amount (the “Tax Refund Amount”) equal to any Tax refunds actually received, whether directly or through application as a credit, after Closing and before the day immediately following the 12 month anniversary of the date on which the Effective Time occurs, that are attributable to Taxes paid by any Company Entity (or economically borne by the Participating Securityholders) with respect to a taxable period or portion thereof ending on or prior to the Closing Date (determined, in the case of a Straddle Period, based upon the principles under Section 5.09(a)(ii)); provided, however, that the Purchaser shall not be required to pay over any such Tax refund or credit (including any interest received with respect to such refund from the applicable Taxing Authority) to the extent such Tax refund or credit: (i) arises as a result of a Tax paid by the Purchaser or any of its Affiliates (including any Company Entity) after the Closing to the extent that such Tax was not (A) a Tax for which a Purchaser Indemnified Party has been indemnified under this Agreement (including for the avoidance of doubt, pursuant to recovery contemplated in the last sentence of Section 5.09(a)(i)), or (B) a Tax included in the calculation of the Company Group’s Working Capital as of the Operative Time or Closing Debt, in each case, as finally determined hereunder; (ii) is required to be paid to a third-party pursuant to a contract or agreement in place as of the Closing; or (iii) is attributable to a carryback of an item that is attributable to any taxable period or portion thereof that begins after the Closing Date. The payment of any such Tax Refund Amount shall be made by the Purchaser within 10 Business Days of such receipt, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such Tax refund or credit. Notwithstanding the foregoing, nothing in this Section 5.09(d) shall require the Purchaser or any of its Affiliates (including any Company Entity) to seek a Tax refund or credit from any Taxing Authority. For the avoidance of doubt, solely for purposes of this Section 5.09(d), the term “credit” means any economic benefit for previously paid Taxes during a taxable period or portion thereof ending on or prior to the Closing Date other than amounts paid in cash as a refund. To the extent that a Tax Refund Amount is payable pursuant to this Section...
Tax Refunds and Credits. All real estate and personal property tax refunds and credits with respect to the Property (net of costs of collection and any refunds due tenants) shall be apportioned between Buyer and Seller as follows:
Tax Refunds and Credits. Following Closing, any Tax refunds received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, that is attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period will be for the account of Sellers, except to the extent that the amount was taken into account as an increase to the Final Closing Date Cash Payment. The calculation of the amount of the refund or credit attributable to any Tax period shall take into account any corresponding increase in Taxes due to the extent not otherwise taken into account under Article 8 (relating to indemnification). Any refund or credit attributable to an overpayment of Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the remainder of the Straddle Period according to the provisions of Section 5.9(a). Buyer or its Affiliates (as applicable) will, or will cause the Company to, pay over to Sellers any amount payable to Sellers under this Section 5.9(c) within 15 days after receipt of such refund or application of such credit against Tax, net of: (i) any reasonable out-of-pocket costs associated in obtaining such refunds or credit; and (ii) any Tax required to be withheld on such payment. If there is a subsequent reduction by the applicable Governmental Body of any refund or credit with respect to which a payment has been made pursuant to this Section 5.9(c), then Sellers will pay Buyer an amount equal to such reduction plus any interest or penalties imposed by the Governmental Body with respect to such reduction. For the avoidance of doubt, any refunds that are received by the Company, Buyer, or their respective post-Closing Affiliates, and any amounts applied as a credit against Taxes of the Company, Buyer and/or their respective post-Closing Affiliates, attributable to a net operating loss or other tax attribute that arises in a Post-Closing Tax Period and is carried back to a Pre-Closing Tax Period shall not be considered a refund or credit attributable to an overpayment of Taxes of the Company for a Pre-Closing Tax Period, and any refund or credit for a Pre-Closing Tax Period attributable to any such carry back shall be for the account of the Buyer.
Tax Refunds and Credits. Any Tax refunds received by Buyer or any Affiliate thereof, and any amounts credited against Tax to which Buyer or any Affiliate thereof become entitled, that relate to Pre-Closing Taxes or that are attributable to Taxes for which Seller is responsible under this Agreement shall be for the account of Seller, and Buyer promptly shall pay over to Seller any such refund or the amount of any such credit after receipt or entitlement thereto. Any Tax refunds received by Seller or any Affiliate thereof, and any amounts credited against Tax to which Seller or any Affiliate thereof become entitled, that relate to Post-Closing Taxes or that are otherwise attributable to Taxes for which Buyer is responsible under this Agreement shall be for the account of Buyer, and Seller promptly shall pay over to Buyer any such refund or the amount of any such credit after receipt or entitlement thereto.
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. 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. 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. 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. 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. All real estate and personal property tax refunds and credits with respect to any Facility shall be apportioned between Meridian and Prudential as follows:
