Common use of Carrybacks Clause in Contracts

Carrybacks. Except to the extent otherwise consented to by TriMas or as prohibited by applicable law, Horizon and each other member of the Horizon Group shall elect to relinquish, waive or otherwise forgo all Carrybacks to a Combined Return. In the event that Horizon (or the appropriate other member of the Horizon Group) is prohibited by applicable law from relinquishing, waiving or otherwise forgoing a Carryback (or TriMas consents to a Carryback), (i) TriMas shall cooperate with Horizon, at Horizon’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that Horizon shall indemnify and hold the members of the TriMas Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

Carrybacks. Except to the extent otherwise consented to by TriMas Moon in writing or as prohibited by applicable lawLaw, Horizon and each other SpinCo (or the appropriate member of the Horizon Group SpinCo Group) shall elect to relinquish, waive or otherwise forgo all Carrybacks the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period with respect to members of the SpinCo Group (a Combined Return“Carryback”). In the event that Horizon SpinCo (or the appropriate other member of the Horizon SpinCo Group) is prohibited by applicable law from relinquishingLaw to relinquish, waiving waive or otherwise forgoing forgo a Carryback (or TriMas Moon consents to a Carryback), (i) TriMas Moon shall cooperate with HorizonSpinCo, at HorizonSpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, and shall pay over to SpinCo the amount of such Refund within 15 ten (10) Business Days after such Refund is Actually Realizedreceived; provided, however, that Horizon SpinCo shall indemnify and hold the members of the TriMas Moon Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas Moon Group or an Affiliate thereof if (xi) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (yii) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback. Notwithstanding the foregoing, the second sentence of this Section 2.5(a) shall not apply to any Refund of Moon Consolidated Taxes.

Carrybacks. Except to the extent otherwise consented to by TriMas the Filing Party or as prohibited by applicable law, Horizon the Non-filing Party and each other member of the Horizon its Group shall elect to relinquish, waive or otherwise forgo all Carrybacks to a Combined ReturnCarrybacks. In the event that Horizon the Non-filing Party (or the appropriate other member of the Horizon its Group) is prohibited by applicable law from relinquishing, waiving or otherwise forgoing a Carryback (or TriMas the Filing Party consents to a Carryback), (i) TriMas the Filing Party shall cooperate with Horizonthe Non-filing Party, at Horizonthe Non-filing Party’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon the Non-filing Party shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas Filing Party’s Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that Horizon the Non-filing Party shall indemnify and hold the members of the TriMas Filing Party’s Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas Filing Party’s Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

Carrybacks. Except to the extent otherwise consented to by TriMas Parent or as prohibited by applicable law, Horizon SpinCo and each other member of the Horizon SpinCo Group shall elect to relinquish, waive or otherwise forgo all Carrybacks to a Combined ReturnCarrybacks. In the event that Horizon SpinCo (or the appropriate other member of the Horizon SpinCo Group) is prohibited by applicable law from relinquishingto relinquish, waiving waive or otherwise forgoing forgo a Carryback (or TriMas Parent consents to a Carryback), (i) TriMas Parent shall cooperate with HorizonSpinCo, at HorizonSpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that Horizon SpinCo shall indemnify and hold the members of the TriMas Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas Parent Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

Carrybacks. Except to the extent otherwise consented to by TriMas Infrastructurco or as prohibited by applicable lawLaw, Horizon and Flowco shall cause each other member of the Horizon Group shall Flowco Entity to elect to relinquish, waive or otherwise forgo all Carrybacks forego the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period (a Combined Return“Carryback”). In the event that Horizon (or a Flowco Entity is permitted under the appropriate other member of the Horizon Group) is prohibited by applicable law from relinquishing, waiving or otherwise forgoing preceding sentence to effect a Carryback (or TriMas consents to such Carryback, a “Permitted Carryback”), (i) TriMas Infrastructurco shall cooperate with Horizon, at Horizon’s expense, Flowco in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realizedcorresponding Refund; provided, however, that Horizon Flowco shall indemnify and hold the members of the TriMas Group Infrastructurco Entities harmless from and against any and all collateral Tax consequences resulting from or caused by any such Permitted Carryback, including (but not limited to) including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas Group or an Affiliate thereof Infrastructurco Entity if (xa) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (yb) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

Carrybacks. Except to the extent otherwise consented to by TriMas FMC or as prohibited by applicable law, Horizon and each other member of the Horizon Group Subsidiary shall elect to relinquish, waive or otherwise forgo all Carrybacks to a Combined ReturnCarrybacks. In the event that Horizon Subsidiary (or the appropriate other member of the Horizon Subsidiary Group) is prohibited by applicable law from relinquishingto relinquish, waiving waive or otherwise forgoing forgo a Carryback (or TriMas FMC consents to a Carrybackthereto), (i) TriMas FMC shall cooperate with HorizonSubsidiary, at Horizon’s Subsidiary's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon Subsidiary shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas FMC Group (including any interest thereon received from such Tax Authority)) within five (5) years of the date of such Carryback, to the extent that (x) such Refund Tax Benefit is directly attributable to such Carryback and (y) such Tax Benefit would not have been Actually Utilized but for such Carryback, within 15 seven (7) Business Days after such Refund Tax Benefit is Actually Realized; provided, however, that Horizon Subsidiary shall indemnify and hold the -------- ------- members of the TriMas FMC Group harmless from and against any and all collateral Tax tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas FMC Group or an Affiliate thereof if and (x) such Tax Attributes that expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes which is postponed to a later taxable period than the taxable period in which such Tax Attributes otherwise would have been utilized but for such Carryback.. If there is a Final Determination that results in any change to or adjustment of a Tax Benefit Actually Utilized by a member of the FMC Group that is directly attributable to a Carryback, then FMC (or its designee) shall make a payment to Subsidiary, or Subsidiary shall make a payment to FMC (or its designee), as may be necessary to

Carrybacks. Except to the extent otherwise consented to by TriMas FMC or as prohibited by applicable law, Horizon and each other member of the Horizon Group Subsidiary shall elect to relinquish, waive or otherwise forgo all Carrybacks to a Combined ReturnCarrybacks. In the event that Horizon Subsidiary (or the appropriate other member of the Horizon Subsidiary Group) is prohibited by applicable law from relinquishingto relinquish, waiving waive or otherwise forgoing forgo a Carryback (or TriMas FMC consents to a Carrybackthereto), (i) TriMas FMC shall cooperate with HorizonSubsidiary, at Horizon’s Subsidiary's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) Horizon Subsidiary shall be entitled to any Income Tax Benefit Actually Realized by a member of the TriMas FMC Group (including any interest thereon received from such Tax Authority)) within five (5) years of the date of such Carryback, to the extent that (x) such Refund Tax Benefit is directly attributable to such Carryback and (y) such Tax Benefit would not have been Actually Utilized but for such Carryback, within 15 seven (7) Business Days after such Refund Tax Benefit is Actually Realized; provided, however, that Horizon Subsidiary shall indemnify and hold the -------- ------- members of the TriMas FMC Group harmless from and against any and all collateral Tax tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the TriMas FMC Group or an Affiliate thereof if and (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.that expire