Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this [Section 16], so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this [Section 16] with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this [Section 16] shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to [Section 16.4], the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person 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.

Refunds. Any refunds of taxes that were deducted and withheld from the Reinsurer pursuant to this [Section 15.02] shall be for the Reinsurer’s account. The Ceding Company shall use commercially reasonable efforts to obtain any such refunds, provided that the Reinsurer shall reimburse the Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection therewith.

Refunds. The Buyer shall promptly notify the Seller of and pay (or cause to be paid) to the Seller # any refund of Taxes paid by the Company for any Pre-Closing Period actually received by the Company, exclusive of any refund amounts that are the result of the repeal or change to any Code section whereby qualifying CIAC or Advances are retroactively not recognized as taxable income, # a portion of any refund of Taxes paid by the Company for any Straddle Period (such portion to be allocated consistent with the principles set forth in [Section 16(d)] hereof) actually received by the Company. The Buyer shall pay (or cause to be paid) the amounts described in the first sentence of this [Section 16(f)] within 30 days after the actual receipt of the Tax refund giving rise to the Buyer’s obligation to make payment hereunder with respect thereto. At the Seller’s request, the Buyer shall reasonably cooperate with the Seller in obtaining any such refunds for which the Seller is entitled pursuant to this [Section 16(f)], including through the filing of amended Tax Returns or refund claims as prepared by the Seller, at the Seller’s expense; provided, however, that any such amended Tax Return shall be prepared by the Seller, the Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to the Buyer for its review prior to the time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

Refunds. As of the first Purchase Date on which this [Article VII] limits a Participant’s ability to purchase Shares, the Participant’s payroll deductions will terminate and no further Contributions shall be paid to or accepted by the Company, and the Participant will receive a refund of the balance in the Participant’s Account as soon as practicable after the Purchase Period.

No Refunds / Exchanges. Except for instances involving Nonconforming Products, Products covered by the Product Warranty, or Product returns governed under a separate agreement on a case-by-case basis between the Parties, all sales are final. There shall be no refunds, returns or exchanges of the Product, unless # ​ fails to deliver the Product to ​ within thirty (30) days of the date the ​ paid ​ for the Products (or such later date as agreed or noted in writing between the Parties on a case-by-case basis), # as otherwise later agreed to in writing between the Parties, or # for the avoidance of doubt, any Products that are subject to the Product Warranty may be eligible for return or exchange in accordance with the terms and conditions of the Product Warranty. If a return is authorized by ​ for reasons not involving Nonconforming Products or the Product Warranty, ​ shall bear all risk of loss or damage during shipment, as well as all shipping expenses, of any returned Product, and ​ shall be subject to and responsible for the payment of a restocking fee in an amount equal to thirty-five percent (35%) of the Base Rate (as defined below).

Section # Refunds.

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 2.16] (including by the payment of additional amounts pursuant to this [Section 2.16]), 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 would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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 3.4] (including by the payment of additional amounts pursuant to this [Section 3.4]), 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 3.4] 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 [Section 3.4(h)] (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 [Section 3.4(h)], in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this [Section 3.4(h)] the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 3.4(h)] shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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 the Loan Parties 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 the Loan Parties , upon the request of the Recipient, agrees to repay the amount paid over to the Loan Parties (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 [clause (f)], in no event will the applicable Recipient be required to pay any amount to any Loan Party pursuant to this [clause (f)] 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 or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

#​ shall have the right at any time to file an action for the adjustment of Taxes payable for any tax year during which ​ has any liability (including the tax year of Closing and any prior tax years). If ​ files (or has previously filed) such an action affecting any tax year prior to the year of Closing, any tax savings or refunds resulting from such action shall be solely the property of ​. If either ​ or ​ should file an action for an adjustment of Taxes affecting the tax year in which the Closing occurs, and if as a result thereof Taxes for said tax year are reduced, then any tax savings or refunds and the third party costs incurred to achieve the tax savings or refunds less the cost of the action shall be prorated between ​ and ​ effective as of the Closing Date.

Loan Parties’ Taxes paid in cash for such Excess Cash Flow Period (reduced by any foreign, United States, state or local tax refunds received by Loan Parties during such Excess Cash Flow Period);

Section # Tax Refunds and Credits. Any refund or credits of Taxes paid or payable that are attributable to the ​ for any Pre-Closing Period (or for any Straddle Period to the extent allocable (determined in a manner consistent with [Section 10.2(b)]) to the portion of such period beginning before and ending on the Closing Date) shall be for the account of Seller. Any refunds or credits of Taxes paid or payable that are attributable to the ​ for any other taxable period shall be for the account of ​. To the extent permitted by applicable Law, ​ shall, if Seller so requests and at Seller’s expense, cause the ​ to use commercially reasonable efforts to file for and obtain any refunds or credits to which Seller is entitled pursuant to this [Section 10.4], provided that ​ shall not be required to cause the ​ to take any action that could prejudice the legal or economic position of ​, the ​ or any of their Affiliates. ​ shall cause the ​ to forward to Seller such refund within thirty (30) Business Days after the refund is received (or reimburse Seller for any such credit within thirty (30) Business Days after the credit is applied against another Tax liability); provided, however, that Seller shall indemnify ​ for any amount paid to it pursuant to this [Section 10.4] if any such refund or credit is subsequently disallowed. The parties agree that to the extent Tax Refunds covered by this [Section 10.4] are accounted for in the calculations of the purchase price adjustments set forth in [Section 2.2] such Tax Refunds shall not be owed.

all refunds, rebates or credits in connection with reduction in taxes and assessments charged against the Real Property as a result of tax certiorari or any applications or proceedings for reduction (collectively, the “Tax Certiorari”);

all rights of Sellers under the Assumed Employee Benefit Plans including all pre‑payments, deposits and refunds thereunder, and any assets maintained pursuant thereto or in connection therewith, each as set forth in [Schedule 2.1(m)];

all income taxes (or taxes from capital gains or profits) paid (or payable) in cash by the Loan Parties during (or with respect to) that period net of refunds actually received in cash during that period, plus

all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof), payments and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables, whether pursuant to the related Contracts or otherwise;

“Revolving Credit Facility” means that certain Credit Agreement, dated as of ​, among the Borrower, the ​ party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, together with any credit facility of the Borrower that replaces, renews, refinances or refunds the foregoing.