Application of Tax Refunds. The Loan Parties shall promptly (and in any event within five (5) Business Days of receipt thereof), use the proceeds of any tax (or similar) refund received by the Loan Parties from the IRS or any other Governmental Authority with respect to the Loan Parties’ tax return(s) relating to the 2018 or 2019 Fiscal Year as follows:

Tax Refunds. Any refunds (including any interest payable on any refund received from any Governmental Entity) and credits in lieu of a refund of Income Taxes attributable to a Pre-Closing Tax Period, which Income Taxes the Equityholders (and not any Acquired Company) ultimately bear economically and have been paid by the Equityholders or on behalf of any such Equityholder (including through any state nonresident withholding made by any Acquired Company or any Acquired Company composite Tax Return filings that are made on behalf of the Equityholders), actually received by Parent or any of its Affiliates (or, in the case of a credit, actually used by Parent or any of its Affiliates to reduce Taxes (other than Taxes for any Pre-Closing Tax Period) otherwise payable by Parent or any of its Affiliates) (each, an “Equityholder Refund”) will be for the account of the Equityholders, and Parent will within five (5) Business Days after the receipt (or, in the case of a credit, use) of such Equityholder Refund pay to the Equityholders’ Representative, for the account of the Equityholders, an amount equal to any such Equityholder Refund less any reasonable out-of-pocket costs, expenses and Taxes incurred by the Parent, the Acquired Company or their respective Affiliates in connection with obtaining and receiving any such Equityholder Refund; provided, that the Equityholders shall not be entitled to any Equityholder Refund arising as a result of the payment of Taxes by Parent or its Affiliates in or the carryback of a Tax attribute from a taxable period (or portion thereof) that begins after the Closing Date or to the extent the applicable Equityholder Refund was taken into account as an increase to the Purchase Price (as finally determined). Parent and any of its Affiliates shall, if the Equityholders’ Representative so reasonably requests, file (or cause to be filed) a claim for any Equityholder Refund to the extent allowable under applicable Law. To the maximum extent permitted by Law, any such refunds will be claimed in cash rather than as a credit against future Tax liabilities. If the amount of any such Equityholder Refund is subsequently determined by any Governmental Entity to be less than the amount paid by Parent pursuant to this Section 7.6(g), the Equityholders’ Representative (on behalf of the Equityholders) shall promptly pay to Parent the amount of any such disallowed Equityholder Refund (including any interest or penalties in respect of such disallowed amount owed to any Governmental Entity). For the avoidance of doubt, any Equityholder Refund shall not include refunds attributable to costs, expenses or Taxes economically borne by Parent (or its Affiliates) after the Closing.

Tax Refunds. The Purchaser shall pay to the Seller an amount equal to any refund of Taxes including interest thereon received by any of the Group Entities or any successor to all or parts of their business by cash payment relating to the Pre-Effective Date Tax Period (“Tax Refund Claim”) provided that the aggregate amount of all Tax Refunds to be paid pursuant to this [Section 13.2.1] are neither reflected in the Financial Statements nor which would have to be recognized as Working Capital Taxes in the Company's consolidated financial statements consolidating the Group Entities as of the Effective Date as prepared in accordance with [Section 13.1.l(j)]. Any payment under this [Section 13.2.1] shall be due and payable within ten (10) Business Days after such Tax Refund has been received by the recipient. The Purchaser shall notify the Seller in writing and without undue delay of any relevant decision by the Tax Authority or expiration of any applicable statute of limitation, as the case may be, resulting in a Tax Refund Claim. The respective limitations and/or qualifications under Section 13.1.1, including, e.g., [subsection (g)], shall apply mutatis mutandis to any such Tax Refunds.

Tax Refunds. If any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender in the event such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will any Lender be required to pay any amount to a Borrower pursuant to this paragraph # the payment of which would place a Lender in a less favorable net after-Tax position than the applicable Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.

Tax Refunds. If following the Closing, the Company, the Buyer or any of their respective Affiliates receive any refund of Taxes of the Company for a Pre‑Closing Tax Period (to the extent such Taxes were paid by the Company prior to the Closing or by Sellers after the Closing) which refund is actually recognized by Buyer or its subsidiaries (including the Company) after the Closing, the Buyer shall promptly, and in any event no later than ten (10) Business Days after receipt of such refund, pay or transfer, or cause to be paid or transferred, to the Sellers the amount of any such refund received by the Buyer, the Company or their Affiliates (net of any reasonable and documented out-of-pocket expenses incurred by such party in obtaining such amounts), except to the extent such refund arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date. The Buyer agrees to notify the Seller Representative promptly of the receipt of any such refund. To the extent such refund is subsequently disallowed or required to be returned to the applicable Tax Authority, Sellers agree promptly to repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to Buyer.

Application of Tax Refunds. The Loan Parties shall promptly (and in any event within five (5) Business Days of receipt thereof), use the proceeds of any tax (or similar) refund received by the Loan Parties from the IRS or any other Governmental Authority with respect to the Loan Parties’ tax return(s) relating to the 2018 or 2019 Fiscal Year as follows:

Application of Tax Refunds. The Loan Parties shall promptly (and in any event within five (5) Business Days of receipt thereof), use the proceeds of any tax (or similar) refund received by the Loan Parties from the IRS or any other Governmental Authority with respect to the Loan Parties’ tax return(s) relating to the 2018, 2019 or 2020 Fiscal Year as follows:

Tax Refunds. If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of such Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Administrative Agent or such Lender in the event such Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this [Section 5.03(h)], in no event will the applicable Administrative Agent or Lender be required to pay any amount to the Borrower pursuant to this [Section 5.03(h)] the payment of which would place the applicable Administrative Agent or Lender in a less favorable net-after Tax position than such Administrative Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. 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.

Application of Tax Refunds. The Loan Parties shall promptly (and in any event within five (5) Business Days of receipt thereof), use the proceeds of any tax (or similar) refund received by the Loan Parties from the IRS or any other Governmental Authority with respect to the Loan Parties’ tax return(s) relating to the 2018, 2019 or 2020 Fiscal Year as follows:

Tax Refunds. After the Closing Date, excluding any Buyer Tax Refunds, Sellers shall be entitled to all Tax refunds (or Overpayment Credits) with respect to the Company with respect to any Pre-Closing Tax Period but only to the extent such Tax refunds (or Overpayment Credits) # are received (or, in the case of Overpayment Credits, utilized) by the Company, Buyer or their respective Affiliates, and # are attributable to # Taxes paid by or on behalf of the Company on or prior to the Closing Date, # Taxes to the extent included in the calculation of Indebtedness or Working Capital, or # Taxes paid for or indemnified by the Sellers under this Agreement. The Company or Buyer shall pay to the Sellers’ Representative on behalf of the Sellers any such Tax refund promptly (but in all cases within fifteen (15) business days) after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within fifteen (15) Business Days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable); provided that, any such payments to the Sellers’ Representative on behalf of the Sellers shall be reduced by any Taxes (including withholding Taxes) and costs and expenses attributable to the receipt or delivery of such Tax refund (or application of Overpayment Credits). To the extent any such Tax refund or Overpayment Credit that results in a payment to Sellers’ Representative on behalf of Sellers under this Section 8.2(e) is subsequently disallowed, the Sellers jointly and severally shall repay such amount to Buyer (or its designee) within ten (10) Business Days after receipt of a request therefor together with any interest, penalties, or other additional amounts properly imposed by any applicable Governmental Authority. Any payments to Sellers’ Representative pursuant to this Section 8.2(e) will be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Tax Law.