Common use of Carryback Clause in Contracts

Carryback. Notwithstanding Section 3.04, to the extent permitted by law, the Celera Group shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless Applera otherwise elects, in its sole discretion, to allow such carryback. To the extent that Celera is required under law to carry back Tax Assets described in this section, Applera agrees to pay to Celera the United States federal Income Tax Benefit from the use in any Pre-Split-Off Period (the “Carryback Period”) of a carryback of any such Tax Asset of the Celera Group from a Post-Split-Off Period (other than a carryback of any Tax Asset attributable to Exchange Taxes for which the liability is borne by Applera or any Applera Affiliate). If subsequent to the payment by Applera to Celera of the United States federal Income Tax Benefit of a carryback of a Tax Asset of the Celera Group, there shall be a Final Determination which results in a (1) change to the amount of the Tax Asset so carried back or (2) change to the amount of such United States federal Income Tax Benefit, Celera shall repay to Applera, or Applera shall repay to Celera, as the case may be, any amount which would not have been payable to such other Party pursuant to this Section 3.05 had the amount of the benefit been determined in light of these events. Nothing in this Section 3.05 shall require Applera to file an amended Tax Return or claim for refund of United States federal Income Taxes; provided, however, that Applera shall use its commercially reasonable efforts to use any carryback of a Tax Asset of the Celera Group that is carried back under this Section 3.05.

Carryback. Notwithstanding Section 3.04, to the extent permitted by law, the Celera Group Phyhealth shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless Applera PHYH otherwise elects, in its sole discretion, to allow such carryback. To the extent that Celera Phyhealth is required under law to carry back Tax Assets described in this section, Applera PHYH agrees to pay to Celera Phyhealth the United States federal Income Tax Benefit from the use in any Pre-Split-Off Period (the “Carryback Period”) of a carryback of any such Tax Asset of the Celera Group Phyhealth from a Post-Split-Off Period (other than a carryback of any Tax Asset attributable to Exchange Taxes for which the liability is borne by Applera PHYH or any Applera PHYH Affiliate). If subsequent to the payment by Applera PHYH to Celera Phyhealth of the United States federal Income Tax Benefit of a carryback of a Tax Asset of the Celera GroupPhyhealth, there shall be a Final Determination which results in a (1) change to the amount of the Tax Asset so carried back or (2) change to the amount of such United States federal Income Tax Benefit, Celera Phyhealth shall repay to AppleraPHYH, or Applera PHYH shall repay to CeleraPhyhealth, as the case may be, any amount which would not have been payable to such other Party pursuant to this Section 3.05 had the amount of the benefit been determined in light of these events. Nothing in this Section 3.05 shall require Applera PHYH to file an amended Tax Return or claim for refund of United States federal Income Taxes; provided, however, that Applera PHYH shall use its commercially reasonable efforts to use any carryback of a Tax Asset of the Celera Group Phyhealth that is carried back under this Section 3.05.