Repair or Refund. If during the Warranty Period the Licensed Software does not perform as warranted in section 8.1 above, Kx shall undertake to correct Licensed Software, or if correction of the Licensed Software is not reasonably possible, Kx may terminate this OEM Agreement and refund to ​ the license fee paid hereunder. The foregoing are ​’s sole and exclusive remedies for breach of warranty. The warranties set forth above are made to and for the benefit of ​ only and not any third party. The foregoing warranties will apply only if # the Licensed Software has been properly installed and used at all times and in accordance with the instructions for use, and # no modification, alteration or addition has been made to the Licensed Software by persons other than Kx or Kx’s authorized representative.

In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this [Section 2.13], it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.

Following execution of this Agreement, Purchaser shall have a period of thirty (30) days (the "Due Diligence Period") to conduct its business, financial, legal and other due diligence (the "Due Diligence Review") regarding the purchase of the Membership Interests. Seller will make available to Purchaser all records, service contracts, title insurance policies, surveys, building plans and other records of any kind or nature requested by Purchaser and owned by (or reasonably available to) Seller. During the Due Diligence Period and following reasonable prior notice to Seller (i.e., not less than 48 hours), Purchaser, its agents and employees will have the right to enter onto the Properties to perform all such tests and inspections Purchaser deems reasonably necessary or appropriate; provided, however, that Purchaser may not conduct any Phase II or similar testing. Purchaser agrees to indemnify and hold Seller, and the Properties, free and harmless from any costs or liability incurred by reason of any such investigation or investigations and, should this Agreement be terminated and the Closing be canceled for any reason, to repair any damage caused to the Properties by reason of any such investigation or investigations by Purchaser.

“Borrower Tax Refund Receivable” means a receivable of the Borrower in respect of a refund of U.S. federal income taxes for the taxable year ended December 31, 2013.

If Operator does not refund the money within the time required, then Operator shall, at the sole cost and expense of Operator, pay the Party that requested the refund interest on the unpaid balance at the Agreed Interest Rate from the due date until the payment is received by the Party that requested the refund

If [[Organization B:Organization]] or [[Organization A:Organization]] (such Party being, for the purpose of this [Section 12.9], the “Indemnitor”) has made an indemnification payment to the other Party (such Party, being, for the purpose of this [Section 12.9] the “Indemnitee”) pursuant to this Agreement and the Indemnitee thereafter receives a refund or credit of any such amount, Indemnitee shall pay to the Indemnitor the amount of such refund or credit less reasonable costs and expenses incurred in obtaining the refund or credit, and less Taxes levied or leviable for that refund or credit promptly following the receipt thereof. The Indemnitee shall provide such assistance as the Indemnitor may reasonably request to obtain such a refund or credit.

If Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Credit Party or with respect to which any Credit Party has paid additional amounts pursuant to this Section, it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund or credit in lieu of refund), net of all out-of-pocket expenses of Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit in lieu of refund), provided that such Credit Party, upon the request of Lender, agrees to repay the amount paid over to such Credit Party (plus any interest, penalties or other charges imposed by the relevant Governmental Authority) to Lender in the event Lender is required to repay such refund or credit in lieu of refund to such Governmental Authority. Nothing in this paragraph shall be construed to require Lender to make available to such Credit Party or any other Person its tax returns or any other information relating to its taxes that it deems confidential.

Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund 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 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to any Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient 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 IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" US 172801506" "" US 172791558

Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this [Section 5.11] (including by the payment of additional amounts pursuant to this [Section 5.11]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph # (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph # the payment of which

that any person will refund the purchase price of any of the Securities;