Common use of Refunds Clause in Contracts

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any refund (including any interest with respect theretoa) of or credit for Taxes of or relating to any ​​​​​​​ All Tax refunds of the Transferred Companies Company for a Pre-Closing Tax Period or the Pre-Closing Straddle Period (as determined pursuant to Section 7.2) whether in the form of cash received or a credit (or offset) against Taxes otherwise payable shall be for the benefit of Seller; provided, that any taxable period ending on such refund that was taken into account as an asset in determining the Working Capital or prior Closing Indebtedness, or that is due to the carry back of any net operating loss or other Tax attribute or Tax credit incurred or realized in a Post-Closing Date or Tax Period, shall be for any liability the benefit of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer under Section 7.3(b). To the extent that Buyer or the Transferred CompaniesCompany or any of their Affiliates receive a refund that is for the benefit of Seller, paid over promptly to Seller in accordance with Buyer shall pay the provisions amount of Section 10.5 such refund (and all interest actually received from a Taxing the Governmental Authority with respect to such a refund shall also be paid over refund) to an account or accounts designated by Seller, but the amount of such payment due to Seller at such time); provided, however, that any such refund or credit shall be reduced for the account (i) any Taxes of Buyer or the Company or any of their Affiliates resulting from the receipt of such refunds, and (ii) any reasonable out-of-pocket costs of Buyer or the Company or any of their Affiliates associated with obtaining such refund. The amount due to Seller shall be payable ten days after receipt of the extent that such refund or credit from the applicable Governmental Authority (or, if the refund is reflected on or provided in the Final Actual Closing Balance Sheet form of a credit or offset, ten days after the due date of the Tax Return claiming such credit or offset). Buyer shall, and shall cause its Affiliates to, take all commercially reasonable actions requested by Seller to the extent such refund or credit is attributable timely claim any refunds that will give rise to a carryback payment under this Section 7.3(a), at Seller’s sole cost and expense. In the event that all or any portion of any Tax attribute refund paid to Seller pursuant to this Section 7.3(a) is required to be repaid to a Governmental Authority, Seller shall repay such Tax refund to the Company (plus any penalties, interest, or other charges imposed thereon by the Governmental Authority) upon demand by Buyer. (b) ​​​​​​​ All refunds for any Taxes of the Company not payable to Seller under Section 7.3(a) (including all refunds of the Company for a Post-Closing Tax Period (or portion of any of the Transferred Companies arising in a taxable period Straddle Period beginning after the Closing Date if such carryback as determined pursuant to Section 7.2)) (whether in the form of cash received or a credit (or offset) against Taxes otherwise payable) shall be for the benefit of Buyer. To the extent that Seller or any of its Affiliates receive a refund that is permitted by Section 10.7(e); provided furtherfor the benefit of Buyer, however, that Seller shall pay the amount of such refund or credit (and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or from the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising Governmental Authority with respect to any of the Transferred Companies relating such refund) to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated Buyer. The amount due to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 payable ten days after receipt by Sellerof the refund from the applicable Governmental Authority (or, Buyer if the refund is in the form of a credit or offset, ten days after the Transferred Companiesdue date of the Tax Return claiming such credit or offset).

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to Buyer may, at its option, cause any of the Transferred Banner Companies to elect, where permitted by applicable law, to carry forward or waive the carry back of any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller (A) any refund of Taxes paid by any of the Banner Companies for any taxable Pre-Closing Period received by any of the Banner Companies, and (B) a portion of any refund of Taxes paid by any of the Banner Companies for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.2(d) hereof) received by any of the Banner Companies, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer or any of the Banner Companies (or any of their respective Affiliates) for any period ending after the Closing Date resulting from such Tax refund; provided, however, that notwithstanding anything to the contrary set forth herein, with respect to the Pre-Closing Period ending on the Closing Date and any Straddle Period, the amount, if any, of any refund payable by Buyer to Seller pursuant to this Section 7.2(i) shall be determined by assuming, for Income Tax purposes, that (1) the Section 338(g) Election had not been made, (2) the Mexican Intercompany Loan was not made on or before the Closing Date and (3) no Change of Control Payments are required to be paid or will be paid, or will otherwise accrue for Income Tax purposes, in each case, on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Date; provided, howeverfurther, that Seller shall not be entitled to any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable relates to a carryback of any a Tax attribute of from any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning ending after the Closing Date, any refund . Buyer shall pay (or credit included cause to be paid) the amounts described in the Final Actual Closing Balance Sheet and any refund or credit second sentence of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made 7.2(i) within 30 thirty (30) days after the actual receipt by Seller, Buyer or of the Transferred CompaniesTax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto.

Refunds. Any refund (a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the benefit of Seller all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods, net of any Tax cost arising as a result thereof (including Tax on such interest with respect theretoor refund or other additional Tax payable as a result of such refund) and any cost incurred in preparing any claim for refund to the extent attributable to any refund payable to Seller) of any Taxes for which Purchaser is entitled to indemnification pursuant to this Agreement (“Seller’s Refunds”), and, within five (5) Business Days after receipt by Purchaser or any of its Affiliates of any such Seller’s Refund, Purchaser or its Affiliate, as applicable, shall pay over to Seller the amount of such Seller’s Refund without right of set off or counterclaim. Notwithstanding anything in this Agreement to the contrary, Seller’s Refunds shall include any Transfer Tax, VAT or any other transfer or similar Tax that is the obligation of the Seller pursuant to this Agreement that is actually recovered by Purchaser or its Affiliates by way of a refund, credit, or otherwise, in each case, net of any Tax cost arising as a result thereof (including Tax on such interest or refund, credit or recovery or other additional Tax payable as a result of such refund, credit or recovery) and any cost incurred to obtain such refund, credit or recovery. (b) Seller shall, and shall cause its Affiliates to, hold in trust for Taxes the benefit of Purchaser and its Affiliates all refunds (including interest paid thereon by a Governmental Authority and any amounts applied against a Tax Liability for other taxable periods, net of any Tax cost arising as a result thereof (including Tax on such interest or relating refund or other additional Tax payable as a result of such refund) and any cost incurred in preparing any claim for refund to the extent attributable to any refund payable to Purchaser) of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne entitled to indemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5) Business Days of receipt by Seller or any of its Affiliates of any such Purchaser’s Refund, Seller or and its Affiliate, as applicable, shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid pay over to Purchaser the amount of Purchaser’s Refund without right of set off or counterclaim. (c) Upon the reasonable request of Seller, Purchaser will file, or cause a Conveyed Company or other Affiliate of the Purchaser to file, claims for Seller’s Refunds, in such form as Seller at such time)may reasonably request; provided, however, that the filing of any such refund claim will not result in any prejudice to Purchaser or credit shall be its Affiliates. Seller will have the sole right to prosecute any claims for Seller’s Refunds (by suit or otherwise) at Seller’s expense and with counsel of Seller’s choice. Purchaser will cooperate, and cause the account of Buyer to the extent that such refund appropriate Conveyed Company or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any other Affiliate of the Transferred Companies arising Purchaser to cooperate, fully, at Seller’s expense, with Seller and its counsel in a taxable period beginning after connection therewith. (d) Upon the Closing Date if reasonable request of Purchaser, Seller shall and shall cause its Affiliates to file, claims for Purchaser’s Refunds, in such carryback is permitted by Section 10.7(e)form as Purchaser may reasonably request; provided furtherprovided, however, that the amount filing of any such claim will not result in any prejudice to Seller or its Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds (by suit or otherwise) at Purchaser’s expense and with counsel of Purchaser’s choice. Seller will cooperate, and cause its Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser and its counsel in connection therewith. (e) Except as provided in Sections 7.7(a) and 7.7(b) hereof, any refunds of Taxes other than Seller’s Refunds and Purchaser’s Refunds will be the property of the payee of such refund or credit refunds and no other Party nor any interest received with respect thereto that is paid of its Affiliates will have any right to such refunds. (f) To the extent reasonably requested by Seller, and within (30) days of such request, Purchaser and its Affiliates shall grant to Seller appropriate powers of attorney as may reasonably be necessary to prosecute or defend its rights under this Section 7.7. (g) Notwithstanding anything to the contrary herein, Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall not be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect Tax refunds to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit extent such refunds were included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesWorking Capital.

Refunds. Any For cancelled Events, or for other reasons in consultation with Client (such as postponed or rescheduled Events which provide for a refund window), AXS will process refunds for sales made via AXS’s merchant account on AXS channels, and all fees (including any interest with respect theretothe exception of priority shipping) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior will be refunded to the Closing Date consumer along with the Ticket price. AXS will deduct the amounts of such refunds and related chargebacks from the next Settlement Payment that becomes due and payable to Client. Notwithstanding anything herein to the contrary, in the event that AXS is not then currently holding sufficient Ticket proceeds otherwise owing to Client in the next Settlement Payment to cover such refunds and related chargebacks (or for any liability of Taxes for which Seller is liable and which Seller has borne other amounts owing to AXS pursuant to this Agreement Agreement), AXS may at its election (i) offset the deficiency (or amount due, as the case may be) against future Settlement Payments, or (ii) invoice Client for the deficiency, which Client shall bethen remit electronically into an account specified by AXS within two (2) business days after receipt of AXS’s invoice. Additionally, if AXS may, in its sole discretion, withhold payment of all refunds until it is holding or has received by or otherwise credited sufficient amounts to Buyer or cover the Transferred Companies, paid over promptly to Seller refunds. AXS will make such refunds for a period of thirty (30) days after the date upon which AXS is in accordance with possession of the provisions of Section 10.5 (and all interest actually received from a Taxing Authority required funds with respect to a particular Event. After such a refund shall also be paid over to Seller at such time); providedthirty (30)-day period, however, that any such refund or credit Client shall be solely responsible for the account of Buyer to the extent that making all refunds for such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred CompaniesEvent. Buyer and the Transferred Companies AXS shall be entitled to retaindeduct and retain all payment administration fees incurred by AXS in connection with the refunded Event, with such reimbursement either being paid by Client immediately upon invoice or, at AXS’s sole discretion, such reimbursement amount being deducted from monies owed to Client under the next Settlement Payment(s), if AXS charges other comparable clients for same. With respect to sales of Tickets via Client-controlled channels (such as the Venue box office, back office or receive immediate payment from Seller ofany other Client-controlled sales channel), any refund or credit arising Client will: (i) be solely responsible for all amounts refunded to customers and (ii) will be solely responsible for processing such refunds. For clarity, with respect to sales of Tickets via Client’s merchant account, Client will be solely responsible for processing refunds of Tickets, e.g., for any of the Transferred Companies relating to Taxes with respect to any taxable period (cancelled Events or portion thereof) beginning after the Closing Date, any postponed or rescheduled Events where a refund or credit included window is in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companieseffect.

Refunds. Any Tax refund (including including, but not limited to, any Tax refund attributable to any estimated tax payment for any Pre-Effective Period being higher than the actual Tax Liability for such period and any credit of any otherwise payable refund against any Tax liability for any Post-Effective Period and any interest with respect theretoto any such Tax refund or credit) of or credit for Taxes of or relating to any of the Transferred Companies Company for any taxable period ending on or prior to Pre-Effective Period shall be the Closing Date or for any liability property of Taxes for which Seller is liable Seller, and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred CompaniesCompany, shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from in any event within twenty (20) days) to Seller, less any Taxes (if any) imposed on the receipt of such refund and reasonable out-of-pocket expenses incurred in obtaining such refund. In the event that the amount of any Tax reflected as a Taxing Authority with respect liability or otherwise as a reduction in the calculation of the final Surplus Amount pursuant to Section 2.4 exceeds the amount of such a refund shall also Tax required to be paid by the Company for the applicable Pre-Effective Period to which such Tax relates (whether as a result of such Tax being less than the amount so reflected in the final Surplus Amount or as a result of a separate payment of such Tax by Seller or any Affiliate of Seller or otherwise), Buyer shall promptly (and in any event within twenty (20) days) pay over to Seller at the amount of such time)excess after determination thereof. In the event any Tax refund which has given rise to a payment to the Seller under this Section 7.3 is subsequently reversed, Seller shall pay to the Buyer the amount of such prior payments, together with any interest imposed in respect of such reversal for the period since the prior payment under this Section 7.3. Notwithstanding the foregoing, Buyer shall not be required to file, or cause the Company to file, any Tax Return to obtain any Tax refund; provided, however, that any such refund or credit shall be for at the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any reasonable request of the Transferred Companies arising Seller in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Sellerwriting, Buyer or shall, and shall cause the Transferred CompaniesCompany to, use commercially reasonable efforts to collect a Tax refund specifically identified by Seller at the sole expense of Seller.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior Except to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from extent a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit is set forth on the Closing Balance Sheet as an asset and except for refunds or credits resulting from a carryback of an item from a Buyer Year (which shall be for the account of Buyer), any refunds or credits of Taxes of the Companies or the Subsidiaries for any Seller Year shall be for the account of Sellers. Any refunds or credits of Taxes of the Companies or the Subsidiaries for any Buyer Year shall be for the account of Buyer. Any refunds or credits of Taxes for the Companies or the Subsidiaries for any Straddle Period shall be equitably apportioned between Sellers and Buyer. Buyer shall, if Sellers so request and at Sellers' expense, cause the Companies or the Subsidiaries to file for and obtain any refunds or credits to which Sellers are entitled under this Section 2(c). Buyer shall permit Sellers to control the extent that prosecution of any such refund claim and, where deemed appropriate by Sellers, shall cause any Company or credit is reflected on any Subsidiary to authorize by appropriate powers of attorney such Persons reasonably satisfactory to Buyer as Sellers shall designate to represent the Company or provided in the Final Actual Closing Balance Sheet or Subsidiary with respect to the extent such refund claim, provided that Buyer may participate in any such proceeding at its own expense. Notwithstanding the foregoing, Sellers may not settle or credit is attributable to a carryback otherwise resolve any refund claim that could affect the Tax liability of Buyer, or any Tax attribute of Company or any of the Transferred Companies arising in a taxable period beginning Subsidiary for periods ending after the Closing Date if without the consent of Buyer (such carryback is permitted by Section 10.7(econsent not to be unreasonably withheld); provided further, however, that . Buyer shall pay or cause the amount of Companies or the Subsidiaries to pay to Sellers any such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning within 20 days after the Closing Date, refund is received. Sellers and Buyer shall treat any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made that Sellers shall receive pursuant to this Section 10.3 2(c) as an adjustment to the purchase price for tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to Buyer causes any such payment not to be made within 30 days after receipt by Seller, Buyer or treated as an adjustment to the Transferred Companiespurchase price for Federal Tax purposes.

Refunds. Any refund Seller Parent shall be entitled to retain, or receive immediate payment from Purchaser or any of its Subsidiaries or Affiliates (including any interest the Conveyed Subsidiaries and Subsidiaries thereof) with respect thereto) of to, any refund, credit or credit for Taxes of other similar benefit received or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority realized with respect to Taxes attributable to any Conveyed Subsidiary (and Subsidiaries thereof), the Purchased Assets or the Business for any Pre-Closing Tax Period (to the extent such a refund shall also be Taxes were paid over by Seller Parent or any of its Affiliates (excluding after the Closing the Conveyed Subsidiaries and their Subsidiaries)), including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, net of any cost to Seller at Purchaser or any of its Subsidiaries or Affiliates attributable to the obtaining and receipt of such time)refund, credit or other similar benefit; provided, however, that Seller Parent shall not be entitled to any such refund refund, credit or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or other similar benefit to the extent such refund refund, credit or credit is attributable to other similar benefit (i) arises as the result of a carryback of any a loss or other Tax attribute of benefit from a Post-Closing Tax Period or (ii) was included as an asset in the Final Closing Statement. In connection with the foregoing, if Seller Parent determines that any of the Transferred Companies arising Conveyed Subsidiaries (or Subsidiaries thereof) is entitled to file or make a formal or informal claim for a refund of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period, Seller Parent shall be entitled to file or make, or to request that Purchaser cause the applicable Conveyed Subsidiary (or Subsidiary thereof) to file or make, such formal or informal claim for refund, and Seller Parent shall be entitled to control the prosecution of such claim for refund at its own expense, in a taxable period beginning after which case Purchaser shall have the Closing Date same rights with respect to Seller Parent’s control of such claim as if such carryback is permitted the claim were governed by Section 10.7(e6.6(f)(ii); provided further. Purchaser shall cooperate, howeverand cause the Conveyed Subsidiaries and their Subsidiaries to cooperate, that with respect to such claim for refund, and shall pay, or cause the relevant Conveyed Subsidiary (or Subsidiary thereof) to pay, to Seller Parent the amount (including interest) of such refund any related refund, credit or credit and other similar benefit received or realized by Purchaser or any interest received with respect thereto that is paid to Seller shall be Affiliate thereof (including any Conveyed Subsidiary or Subsidiary thereof), net of any Tax detriment in respect cost to Purchaser or any of its Subsidiaries or Affiliates attributable to the obtaining and receipt of such refund refund, credit or credit suffered by Buyer other similar benefit, within five (5) days of receipt (or the Transferred Companiesrealization) thereof. Buyer Purchaser and the Transferred Companies Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Seller ofParent with respect to, any refund refund, credit or credit arising other similar benefit received or realized with respect to Taxes attributable to any Conveyed Subsidiary or Subsidiary thereof, Purchased Assets or the Business for a Post-Closing Tax Period, net of any cost to Seller Parent or any of its Subsidiaries or Affiliates attributable to the Transferred Companies relating to Taxes obtaining and receipt of such refund, credit or other similar benefit. Purchaser and Seller Parent shall equitably apportion any refund, credit or other similar benefit received or realized with respect to Taxes attributable to any taxable period Conveyed Subsidiary (or portion Subsidiary thereof) beginning after ), the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer Purchased Assets or the Transferred CompaniesBusiness for a Straddle Period in a manner consistent with the principles set forth in Section 6.6(e)(iii).

Refunds. Any refund refunds of Taxes or any credit against Taxes (when and to the extent applied by any member of the Buyer Group against any Tax liability that Seller has not assumed pursuant to Section 12(a)(i) resulting in a Tax benefit to any member of the Buyer Group that it otherwise would not have realized in the absence of such credit) (including any interest relating to such refunds or credits) of the Subsidiary or any subsidiary of the Subsidiary with respect thereto) of to taxable years or credit for Taxes of or relating to any of the Transferred Companies for any taxable period portions thereof ending on or prior to the Closing Date or for any liability Effective Time of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit SSSI Merger shall be for the account of Seller (and in the case of refunds or credits of the Subsidiary or any subsidiary of the Subsidiary, have been or shall be assigned to Seller), and any other refunds of Taxes or credits against Taxes of any member of the Buyer Group shall be for the account of New Sub. Any refunds or credits with respect to Straddle Periods shall be allocated under the extent that principles set forth in Section 12(a)(iii). Buyer shall promptly forward to, or reimburse Seller for, any such refunds or credits and interest due Seller after receipt thereof, and Seller shall promptly forward to, or reimburse New Sub for, any such refunds or credits and interest due New Sub after receipt thereof. In either case, the party entitled to such refund or credit is reflected on or provided in shall reimburse the Final Actual Closing Balance Sheet or other party to the extent such refund or credit is attributable to a carryback of any net Tax attribute of any of cost imposed on such other party in connection with the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount receipt of such refund or credit credit. Each party hereto shall cooperate with the other party as reasonably requested in making such filings as may be necessary and appropriate to seek any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund refunds or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiescredits.

Refunds. Any refund Buyer shall pay over to the Stockholders’ Representative (on behalf of the Equity Holders), except to the extent reflected in Final Closing Net Working Capital or Final Closing Indebtedness, any Tax refunds, including any interest with respect theretothereon, (or credits in lieu of Tax refunds) of that are received by Buyer, the Company or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending their respective Subsidiaries on or prior to before the Closing Date or for any liability of Taxes for which Seller date that is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 fifteen (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning 15) months after the Closing Date if such carryback is permitted and are attributable to Taxes paid on or before the Closing Date by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising Group Company with respect to any Pre-Closing Tax Period; provided, that if prior to the close of business on the Transferred Companies relating to Taxes with respect to any taxable last day of such fifteen (15) month period (or portion thereof) beginning after the Closing Date, an Indemnifying Party shall have been properly notified of a claim for indemnity under Section 5.4(a) and such claim shall not have been finally resolved or disposed of at such date, such fifteen (15) month period shall continue, but only with respect to an amount not in excess of the amount actually paid out of the Indemnity Escrow Fund with respect to such claim, until such claim is finally resolved or disposed of in accordance with the terms of this Agreement, provided, further, that notwithstanding the foregoing, Buyer shall not be required to pay over any refund Tax refunds (or credits in lieu of Tax refunds) that are received by (or reflected as a credit on a Tax Return filed by) Buyer, the Company or any of their respective Subsidiaries that are attributable to any carryback of any Tax item (including a net operating loss or credit included carryback) from any Post-Closing Tax Period to any Pre-Closing Tax Period. Such payment shall be made within fifteen (15) calendar days after receipt of such refund (or filing of any Tax Return showing a credit in lieu of such refund). For the avoidance of doubt, but subject to the second proviso in the Final Actual Closing Balance Sheet and first sentence of Section 5.4(a), in no event shall Buyer be required to make any refund or credit payment under this Section 5.4(f) in respect of the carryforward of any Taxes allocated Tax asset from any Pre-Closing Tax Period to any Post-Closing Tax Period. Upon a request from the Stockholders’ Representative, the Buyer pursuant shall, as soon as is reasonably practicable, cause the Group Companies to Section 5.13. All payments required file any amended Tax Return or application for Tax refund in order to be made obtain a Tax refund (or credit) that the Equity Holders are entitled to pursuant to this Section 10.3 5.4(f), and the Buyer and Group Companies shall execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be made within 30 days after receipt necessary for the Buyer and the Group Companies to perfect their rights in and obtain the Tax refunds (or credits) contemplated by Seller, Buyer or the Transferred Companiesthis Section 5.4(f).

Refunds. Any If Purchaser or a Transferred Entity receives a refund of Taxes (including any interest with respect theretoor a credit against post-Closing Taxes in lieu of a refund) of or credit for Taxes of or relating to any of the Transferred Companies Business or the Purchased Assets for any taxable a Tax period (or portion thereof) ending on or prior to the Closing Date or for any liability Date, Purchaser will pay to the applicable Seller, within thirty (30) days following the receipt of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer such refund (or the Transferred Companiesapplication of such credit), paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect an amount equal to such a refund shall also be paid over to Seller at such time(or credit); provided, however, that any such a refund of Taxes is not caused by Sellers or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of ;the Transferred Companies arising in a Entity taking any action prior to Closing or any position on Tax Returns filed by Sellers inconsistent with past practice that has the effect of shifting taxable period beginning income to Tax periods (or portions thereof) after the Closing Date if Date. Any such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller payment shall be net treated by the parties as an adjustment to the Purchase Price. If a Seller receives a refund of any Tax detriment Taxes (or a credit against pre-Closing Taxes in respect lieu of such refund or credit suffered by Buyer a refund) relating to the Business or the Purchased Assets, including Taxes of a Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainEntity, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable for a Tax period (or portion thereof) beginning after the Closing Date, such Seller will pay to Purchaser, within thirty (30) days following the receipt of such refund (or the application of such credit), the amount of such refund (or credit). Notwithstanding the foregoing, any Tax refund (or credit) of any Transferred Entity for a taxable period ending on or before the Closing Date arising out of the carryback of a loss or credit included incurred by any Transferred Entity in a taxable period ending after the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to Date, if such carryback cannot be made pursuant to this Section 10.3 waived under applicable law, shall be made the property of Purchaser and, if received by Sellers, shall be paid over promptly to Purchaser within 30 thirty (30) days after following the receipt by Seller, Buyer of such refund (or the Transferred Companiesapplication of such credit).

Refunds. Any Tax refund (including any interest with respect theretocredit that reduces any Tax otherwise payable) in excess of $1,000 that is received by Buyer or credit for Taxes of the Surviving Corporation (or relating to any of their Affiliates) that relates to (i) a Pre-Closing Taxable Period of the Transferred Companies for Company or any Subsidiary, or (ii) that portion of a taxable period ending of the Company or any Subsidiary that includes but does not end on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or ending on the Transferred Companies, paid over promptly to Seller Closing Date (determined in accordance with the provisions of Section 10.5 (6.3) of the Company or any Subsidiary shall be for the account of the Stockholders, and all interest actually received from a Taxing Authority with respect to such a refund Buyer shall also be paid pay over to Seller at such time); providedthe Paying Agent, howeveron behalf of the Stockholders, that any such refund (including any interest but net of any Taxes or credit other reasonable costs of the Buyer, the Surviving Corporation, or any Subsidiary attributable to such refund or credit) as soon as practical after receipt thereto. Notwithstanding the foregoing, any such refunds of Taxes shall be for the account of Buyer (and shall not be required to be paid to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or Stockholders) to the extent such refund or credit is refunds of Taxes are (i) attributable to a the carryback of any items of loss, deduction or credit, or other Tax attribute items of the Company (or any of the Transferred Companies arising in their respective Affiliates, including Buyer) for a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund Date or credit included (ii) were taken into account as an asset in the Final Actual Closing Balance Sheet final determination of Net Working Capital. Upon a request from the Stockholder’s Representative, Buyer and any Surviving Corporation shall file an amended Tax Return in order to obtain a refund or credit of any Taxes allocated that the Stockholders are entitled to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 6.8. Such amended Tax Return shall be made filed within 30 thirty (30) days after receipt by Sellerof such request. In the event that any Tax related to any amount taken into account as a Tax liability in the final determination of Net Working Capital is finally determined to be less than the amount so reflected as a liability, Buyer or such difference shall be treated as a Tax refund in accordance with the Transferred Companiespreceding provisions of this Section 6.

Refunds. Any refund (including any interest with respect theretoa) of or credit for Taxes of or relating Except as provided in Section 8.5(f), Seller shall be entitled to any of the Transferred Companies for refunds of, or credits against, any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable the Pre-Closing Tax Period and which any Conveyance Taxes that Seller has borne pursuant to this Agreement Section 8.5 (and any interest or penalty rebate with respect to such refund or credit but reduced by any costs including any Tax incurred by Buyer or any Transferred Company or any of their respective Affiliates as a result of the receipt of the refund or credit), except to the extent such Tax refunds or credits relate to Conveyance Taxes that Buyer has borne pursuant to Section 8.5. Upon the reasonable written request of Seller, Buyer shall befile or cause to be filed any Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Seller is entitled pursuant to the preceding sentence and shall promptly pay, if or cause to be paid, to Seller (except insofar as the same are used by the Tax authority to reduce any Taxes for which Seller has indemnified Buyer hereunder) any such refunds or credits (including any interest or penalty rebate) actually received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); providedreduced by any costs, howeverincluding any Taxes, that any such refund or credit shall be for the account of Buyer attributable to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount receipt of such refund or credit refund, and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainany such refunds (including any interest or penalty rebate) actually received by Seller or any of its Affiliates. (b) Subject to Section 8.5(f), and except as provided in Section 8.6(a), Buyer shall be entitled to any refunds of and credits against any Taxes (including any interest or receive immediate payment from Seller ofpenalty rebate) of the Transferred Companies, reduced by any costs, including any Taxes, attributable to the receipt of such refund. (c) Notwithstanding anything to the contrary herein, if a Tax authority subsequently disallows any item or refund or credit arising with respect to any which a party has received a payment pursuant to the above provisions of Section 8.5(f) or this Section 8.6 from the Transferred Companies relating to Taxes with respect to any taxable period other party, such recipient party shall promptly pay (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required cause to be made pursuant paid) to this Section 10.3 shall be made within 30 days after receipt the other party the full amount of such item or refund (including any interest or penalty rebate) received by Seller, Buyer or the Transferred Companiessuch party.

Refunds. (i) Any Tax refund (including any interest with in respect theretothereof) of received by Holdings, C&A Products or credit for Taxes of or relating to any of the Transferred Companies for Bison Subsidiaries (other than the Brazilian Entities), and any amounts credited against Tax to which Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities) becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period period, or portion thereof, ending on or prior to before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent any such refund or for the amount of any liability such credit within 15 days after receipt of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if such credit or entitlement thereto. (ii) Any Tax refund (including any interest in respect thereof) received by Permali or otherwise ▇▇▇▇▇▇▇, and any amounts credited against Tax to Buyer which Permali or ▇▇▇▇▇▇▇ becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent any such refund or the Transferred Companiesamount of any such credit within 15 days after receipt of such credit or entitlement thereto. (iii) The percentage (the "Ownership Percentage"), equal to the lesser of (A) 56.6% or (B) the percentage of issued and outstanding stock of Plascar held by Permali, of any Tax refund (including any interest in respect thereof) received by Plascar or TATB or any amounts credited against Tax to which Plascar or TATB becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent the Ownership Percentage of any such refund or credit within 15 days after receipt of such credit or entitlement thereto. (iv) Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid over promptly when due under this Section 5.8(c). For purposes of this Section 5.8(c), where it is necessary to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such apportion a refund shall also be paid over to Seller at such time); providedor credit between Holdings and Parent for a Straddle Period, however, that any such refund or credit shall be for apportioned between the account period deemed to end at the close of Buyer the Closing Date and the period deemed to begin at the extent beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries, except that such refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (v) Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries to cooperate, in obtaining, at Parent's expense, any Tax refund or credit is reflected (other than a refund based on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in from a taxable year or period beginning after the Closing Date if such carryback Date) that Parent reasonably believes is permitted by Section 10.7(e)available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided further, howeverprovided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesDetriment.

Refunds. Any refund (including any interest with respect thereto) Parent or one of or credit for Taxes of or relating its Affiliates shall be entitled to any of the Transferred Companies for any taxable period ending on or prior retain or, to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if extent actually received by or otherwise credited available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates (including the Transferred CompaniesSubsidiaries) of, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority any refund or any credit with respect to such Taxes ((i) including refunds arising by reason of amended Tax Returns filed after the Closing Date (or, with respect to Brazil if there is a refund shall also Delayed Closing Date, the Delayed Closing Date), or otherwise, but (ii) excluding refunds of Taxes withheld from payments to third parties that are required to be paid over to Seller at such time); providedthird parties, howeverany refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period relating to the Transferred Subsidiaries, that Parent or any such refund or credit shall be for the account of Buyer Asset Sellers, except to the extent that such refund or credit is was reflected on or provided as an asset in the Final Actual calculation of Closing Balance Sheet or Working Capital as finally determined pursuant to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies2.05. Buyer and the Transferred Companies shall be entitled to retainretain or, to the extent actually received by Parent or its Affiliates, receive immediate prompt payment from Seller Parent or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing (or, with respect to Brazil if there is a Delayed Closing Date, the Delayed Closing), or otherwise) with respect to any of Post-Closing Tax Period relating to the Transferred Companies relating to Subsidiaries. Any refunds or credits of Taxes with respect to any taxable period (or portion thereof) beginning after the Straddle Periods shall be apportioned between Pre-Closing Date, any refund or credit included in the Final Actual Tax Periods and Post-Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer Tax Periods pursuant to the principles set forth in Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies7.01.

Refunds. Any refund (including any interest with respect thereto) tax refunds of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if PEPL that are received by or PEPL, and any amounts credited against Taxes that would otherwise credited to Buyer or the Transferred Companiesbe payable by PEPL in a Post-Closing Tax Period, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a refund shall also be paid over to Seller at result of the receipt of such time); provided, however, that any such Tax refund or credit credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, to the extent that a claim for Tax refund or a Tax proceeding results in a payment or credit against Tax by a taxing authority to Buyer or PEPL of any Tax liability accrued on the Final Closing Balance Sheet and taken into account in the calculation of Closing Working Capital, Buyer shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit is reflected and net of any Taxes imposed on Buyer or provided in PEPL as a result of the Final Actual Closing Balance Sheet receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the extent such refund foregoing, Seller shall not be entitled to receive any Tax refunds or credit is attributable to a credits of PEPL (i) that arise from the carryback of any an item of loss, deduction, credit or other Tax attribute of any of the Transferred Companies arising in a taxable period beginning benefit which arises after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, or (ii) that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in are set forth on the Final Actual Closing Balance Sheet and any refund or credit included in the calculation of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesClosing Working Capital.

Refunds. (a) Any refund (including any interest with respect thereto) refunds of or credit for Taxes of or relating attributable to any of the Transferred Companies for any taxable period ending on or prior to the Pre-Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit Period shall be for the account of Buyer the Seller and shall be paid by the Purchaser to the Seller within five (5) days of receipt of any such refund except to the extent that such Tax refund or credit is reflected on or provided in was taken into account for purposes of calculating the Final Actual Closing Balance Sheet or Purchase Price after giving effect to all adjustments set forth in Section 2.4. In determining the extent such portion of a Tax refund or credit is attributable relating to a carryback Pre-Closing Period, any refund of any Tax attribute Taxes relating to a Straddle Period shall be equitably apportioned between the portion of any such period ending on the Closing Date and the portion of the Transferred Companies arising in a such taxable period beginning on the day after the Closing Date. The Purchaser shall reasonably cooperate with the Seller and their Affiliates at the Seller’s expense in order to take all necessary steps to claim any such refund. The Purchaser shall notify the Seller within ten (10) days following the discovery of a right to claim any such refund and upon receipt of any such refund. The Purchaser agrees to claim any such refund as soon as possible after the discovery of a right to claim a refund and to furnish to the Seller all information, records and assistance necessary to verify the amount of the refund or overpayment at the Seller’s expense. (b) The Purchaser shall not, and shall cause the Company and the Subsidiary not to, carry back any Tax Item of the Company or the Subsidiary arising in any taxable period beginning at or after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any a taxable period (or portion thereof) beginning after year ending before the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments except as required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesapplicable Law.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which The Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account entitled to all refunds of Buyer to the extent Pre-Closing Taxes or Taxes that are Excluded Liabilities (as described in Section 2.04(e)) or credits in lieu of such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or refunds, except to the extent such refunds or credits in lieu of such refunds are accrued as an asset in the calculation of the Post-Closing Adjustment in accordance with Section 1.10. The Purchaser shall pay, or cause its Affiliates to pay, to the Seller the amount of any such refunds or credits to which the Seller is entitled pursuant to the preceding sentence in readily available funds within thirty (30) days of the actual receipt of the refund or credit is attributable to a carryback of any Tax attribute of any of or the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount application of such refund or credit and any interest received with respect thereto that is paid to Seller shall be credit, in each case net of any Tax detriment reasonable, documented out-of-pocket costs (including Taxes) of the Purchaser or its Affiliates incurred in respect of connection with such refund or credit. To the extent permitted under applicable Law, all such Tax refunds will be claimed in cash rather than as a credit suffered by Buyer against future Tax liabilities. Neither the Purchaser nor any of its Affiliates shall carry back any item of loss, deduction or the Transferred Companiescredit which arises in any Post-Closing Tax Period to any Pre-Closing Tax Period. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, If any refund or credit arising with respect paid over to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Seller pursuant to this Section 10.3 7.06 is subsequently disallowed or recaptured in whole or in part, the Seller shall promptly return such excess to the Purchaser; provided, that, in no event shall the Seller be made within 30 days after receipt by Sellerobligated to return any amounts to the Purchaser pursuant to this Section 7.06 in excess of the amounts it received from the Purchaser pursuant to this Section 7.06. For the avoidance of doubt, Buyer or the Transferred Companiesthis Section 7.06 shall not apply to reimbursements in connection with ACA Insurer Taxes and any related Tax gross-ups.

Refunds. Any refund Sellers shall be entitled to retain, or receive payment from Purchaser within fifteen (including 15) days of the receipt of any interest Tax refunds or credits relating to the Company that were paid with respect theretoto (i) of or credit for Taxes of or relating to any of the Transferred Companies for any all taxable period periods ending on or prior to the Closing Date or and (ii) Pre-Closing Partial Periods, for that portion of such taxable period up to and including the Closing Date. Purchaser shall, if Seller Representative so requests and at Seller Representative's expense, cause the Company to file for and obtain any refund to which Seller Representative is entitled to under this Section 13.4, provided that Seller Representative shall not file, and Purchaser shall not be obligated to file, to obtain any refund that would have the effect of (x) increasing any Tax liability of Taxes for which Seller is liable the Company or (y) otherwise materially and which Seller has borne pursuant to this Agreement shall be, if received by adversely affect any item or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising Company, in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to each case for any taxable period (or portion thereof) beginning ending after the Closing Date, without Seller Representative first obtaining the Company's consent, which consent shall not be unreasonably withheld. Purchaser shall permit Seller Representative to control (at the Seller Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Seller Representative to represent the Company before the relevant taxing authority with respect to such refund to be executed, provided that Seller Representative (i) shall keep Purchaser informed regarding the progress and substantive aspect of any such refund and (ii) shall not compromise or credit included settle any such refund without obtaining Purchaser's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax liability of the Company or (y) otherwise materially and adversely affect any item or Tax attribute of the Company, in each case for any taxable period ending after the Final Actual Closing Balance Sheet and Date. In the event that any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be for which a payment has been made pursuant to this Section 10.3 section 13.4 is subsequently reduced or disallowed, the Sellers shall be made within 30 days after receipt indemnify and hold Purchaser harmless for any Taxes assessed against the Company by Seller, Buyer reason of the reduction or the Transferred Companiesdisallowance.

Refunds. (i) Any Tax refund (including any interest with in respect theretothereof) received by the Purchaser, the Company, or any Company Subsidiary, and any amounts credited against Taxes to which the Purchaser or a Purchaser Subsidiary (including the Company, or any Company Subsidiary) becomes entitled (including by way of or credit for Taxes of or relating any amended Tax Returns but excluding Tax Returns from a carryback filing), that relate to any taxable period, or portion thereof of the Transferred Companies for any taxable period Company or a Company Subsidiary ending on or prior before the Closing Date, shall be for the account of the Seller, and the Purchaser shall pay over to the Closing Date or for Seller any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer such refund or the Transferred Companies, paid over promptly to Seller in accordance with the provisions amount of Section 10.5 any such credit within fifteen (and all interest actually received 15) days after receipt of such refund or utilization of such credit. Any Tax refund from a Taxing Authority with respect carryback filing not prohibited under Section 6.7(e)(iii) shall be for the account of the Purchaser. (ii) The Purchaser shall pay the Seller interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 6.7(c). For purposes of this Section 6.7(c), where it is necessary to such apportion a refund shall also be paid over to or credit between the Purchaser and the Seller at such time); providedfor a Straddle Period, however, that any such refund or credit shall be for apportioned between the account period deemed to end at the close of Buyer the Closing Date and the period deemed to begin at the extent beginning of the day following the Closing Date on the basis of an interim closing of the books of the Company and any Company Subsidiary, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iii) The Purchaser shall cooperate, and shall cause the Company and any Company Subsidiary to cooperate, in obtaining, at the Seller's expense, any Tax refund or credit is reflected (other than a refund based on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in from a taxable year or period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, Date) that the amount of such refund or credit and any interest received Seller reasonably believes is available based on substantial authority, including through filing appropriate forms with respect thereto that is paid to Seller shall be net of any the applicable Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesauthority.

Refunds. Any refund (including Buyer and/or the Company shall pay or cause to be paid to the Sellers, in accordance with their respective Allocable Portions, any refunds of Taxes of the Company or any of its Subsidiaries plus any interest received with respect thereto) of or credit for Taxes of or relating to any of thereto from the Transferred Companies applicable Taxing Authorities for any taxable period ending on Pre-Closing Tax Period or prior to the Pre-Closing Date or for any liability of Taxes Straddle Period for which Seller is liable and which Seller has borne Sellers are responsible pursuant to this Agreement shall be(including, if received by or otherwise credited to without limitation, refunds arising from amended returns filed after the Closing Date) within ten (10) Business Days after Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions Company or any of Section 10.5 (and all interest actually received from a Taxing Authority with respect to its Subsidiaries receives such a refund shall also be paid over to Seller at such time)refund; provided, however, that amounts payable to Optionholders shall be paid to the Company for further payment by the Company to each Optionholder in accordance with each Optionholder’s Allocable Portion through payroll as set forth in Section 2(f)(ii). Buyer agrees that it will not carry back losses from Post-Closing Tax Periods to Pre-Closing Tax Periods. Notwithstanding the foregoing sentence, the amount of any such refund which is for the benefit of the Sellers (i) shall be reduced by (A) the amount of any Taxes, if any, on or credit incurred as a result of such refund and any costs and expenses incurred in connection with obtaining such refund and (B) the amount of outstanding claims pursuant to Section 6(d)(i); and (ii) shall not include any refund (which for the avoidance of doubt shall be for the account benefit of Buyer the Buyer) (A) that results from an adjustment in Tax for a Pre-Closing Tax Period that results in an increase in Tax (exclusive of any Tax on the refund) for any Post-Closing Tax Period; (B) that was included in the calculation of either the Estimated Working Capital or Final Working Capital; (C) for Transfer Taxes or (D) attributable to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is carry back of any Tax asset attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after following the Closing DateClosing. To the extent a refund that gave rise to a payment by the Buyer and/or the Company to the Sellers, any refund is subsequently disallowed, or credit included in otherwise reduced, the Final Actual Closing Balance Sheet Sellers will be responsible, severally and any refund or credit of any Taxes allocated not jointly, to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer return (all or the Transferred Companiesapplicable portion) of the refund recovered from the Buyer and/or the Company plus (i) interest charged by the Governmental Entity on such refund; and (ii) reasonable costs and expenses imposed on the Buyer and/or the Company by a third-party as a result of such disallowance or reduction.

Refunds. Any refund (Except as otherwise provided in this Section 9.03(e), Buyer shall promptly pay or cause to be paid to Seller Representative all refunds of Taxes, including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such refund, actually received, or applied against a refund shall also be Tax liability for any taxable period, by Buyer, any Affiliate of Buyer, any Company or any Subsidiary attributable to Taxes paid over by any Seller, Company or Subsidiary (or any predecessor or Affiliate of any Seller) with respect to Seller at such time); providedany Pre-Closing Tax Period, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or except to the extent such refund was reflected as an asset in Final Working Capital. Buyer shall be entitled to any refund of Taxes that relates to a carry-back of any item of loss, deduction or credit is attributable to a carryback that arises in any Post-Closing Tax Period. Except as otherwise provided in the immediately preceding sentence, any refunds of any Tax attribute of any Taxes of the Transferred Companies arising or Subsidiaries for any taxable period that begins on or before and ends after the Closing Date shall be equitably apportioned between Sellers and Buyer in a accordance with the principles set forth in Section 9.06(e). Any refunds of Taxes of the Companies or Subsidiaries for any taxable period beginning after the Closing Date if such carryback is permitted by shall be for the account of Buyer. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled pursuant to this Section 10.7(e); provided further9.03(e) to a refund of Taxes, however, that the amount of such refund within ten (10) days after such refund is actually received or credit and any interest received with respect thereto that is paid to Seller shall be applied against another Tax liability, as the case may be, in each case net of any Tax detriment in respect of costs to the party receiving such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesrefund.

Refunds. Any Buyer shall promptly pay (or cause to be paid to) the Sellers’ Representative (for the benefit of the Selling Parties) (i) any refund (including any interest with respect theretoor credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that begins after the Closing Date) of Taxes paid by any member of the Company Group for any Pre-Closing Period actually received by any member of the Company Group (or Buyer, as the case may be), and (ii) the portion of any refund (or credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that begins after the Closing Date) of Taxes of or relating to paid by any of any member of the Transferred Companies Company Group for any taxable period ending on or prior Straddle Period (such portion to be allocated consistent with the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if principles set forth in Section 6.15(b) hereof) actually received by any member of the Company Group (or otherwise credited to Buyer Buyer, as the case may be), in each case, net of any Tax Liabilities or increase in Tax Liabilities imposed on Buyer, or any member of the Transferred Companies, paid over promptly to Seller Company Group (or any of their respective Affiliates) resulting from such refund or credit in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)lieu thereof; provided, however, that none of the Sellers’ Representative or Selling Parties shall be entitled to any such refund or credit shall be for the account of Buyer in lieu thereof to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to (x) resulting from a carryback of any a Tax attribute from any period ending after the Closing Date, (y) required to be paid over by any member of the Company Group (or any Affiliate thereof) to any Person under a provision of a contract to which such Person was a party prior to the Closing, or (z) resulting from the payment of Taxes by Buyer or any of its Affiliates (including the Transferred Companies arising in a taxable period beginning Company Group) made after the Closing Date if to the extent ▇▇▇▇▇ was not previously indemnified or otherwise reimbursed for such carryback Taxes. Buyer shall pay (or cause to be paid) the amounts described in the first sentence of this Section 6.15(f) within 30 days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto (or, in the case of a credit in lieu of a refund, the Due Date for the filing of a Tax Return that reflects the actual reduction in such resulting from such credit in lieu). In the event that any refund that is permitted paid over by Buyer pursuant to this Section 10.7(e); provided further6.15(f) is subsequently disallowed or required to be returned to the applicable Governmental Authority, however, that the Sellers’ Representative shall promptly repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Buyer. Notwithstanding anything to the contrary in this Section 6.15(f), no amount described in the first sentence of this Section 6.15(f) shall be payable to the Sellers’ Representative to the extent the payment or receipt of such refund or credit and in lieu thereof could reasonably be expected to have the effect of increasing any interest received with respect thereto that is paid to Seller shall be net of any present or future Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainLiability of, or receive immediate payment from Seller ofdecreasing any present or future Tax benefit for, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to Company Group, Buyer or any of Buyer’s Affiliates for any taxable period (or portion thereof) beginning ending after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any The Equityholders shall be entitled to have added to the Escrow Fund the amount of any refund (including any interest with respect thereto) of or credit for of Taxes of the Company or relating to any of the Transferred Companies for any taxable period ending on its Subsidiaries that is received by Parent or its Subsidiaries prior to the Closing Date or for any liability of Taxes for date on which Seller is liable and which Seller the Escrow Fund has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer been exhausted to the extent that such Taxes were paid by the Company or any of its Subsidiaries before the Closing Date, which refund or credit is reflected actually recognized by Parent or its Subsidiaries, including the Surviving Corporation and its Subsidiaries, on or provided in after the Final Actual Closing Balance Sheet Date and prior to the date on which the Escrow Fund has been exhausted, net of any cost to Parent or its Subsidiaries attributable to the obtaining and receipt of such a refund or credit, except to the extent such refund or credit is attributable to arises as a result of a carryback of any a loss or other tax benefit from a Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, or was included as an asset in the calculation of the Net Working Capital as finally determined pursuant to the Closing Statement. Parent shall deposit in the Escrow Fund any such amount to be added to the Escrow Fund pursuant to the prior sentence within ten (10) Business Days of the receipt or recognition of the applicable refund or credit by Parent or its Subsidiaries. To the extent requested by the Equityholders’ Representative, Parent or its Subsidiaries will reasonably cooperate with the Equityholders’ Representative in obtaining such refund or credit (which, for the avoidance of doubt, shall not include any refund or credit included in with respect to a Colorescience Tax Return), including through the Final Actual filing of amended Tax Returns for periods ending before or on the Closing Balance Sheet and any Date or refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesclaims.

Refunds. Any (a) Except for any refund shown as an asset or taken into account as an offset to the amount of any liability (other than a deferred tax asset or liability) on the Financial Statement, XL Capital will be entitled to any refunds (including interest paid therewith), whether received in cash, as a credit or offset, or in any interest with other form, in respect theretoof (i) any Tax liability of SCA or credit for Taxes of or relating to any of the Transferred Companies for SCA Post-Closing Subsidiaries in respect of any taxable period (or portion thereof) ending on or prior to the Closing Date, and (ii) any other Tax liability for which the XL Parties are responsible under this Agreement; PROVIDED, HOWEVER, that this Section 5(a) will not apply to a refund that results from (A) any increase in the amount of any deduction allowed in a taxable period (or portion thereof) ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable increase corresponds to a carryback of decrease in any Tax attribute of any of the Transferred Companies arising deduction allowed in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning ending after the Closing Date, (B) any refund or credit decrease in the amount of taxable income included in a taxable period ending or prior to the Final Actual Closing Balance Sheet and Date if such decrease corresponds to an increase in taxable income included in a taxable period (or portion thereof) ending after the Closing Date, or (C) any refund similar timing difference. (b) Except as provided in paragraph (a) of this Section 5, SCA will be entitled to any refunds (including interest paid therewith) in respect of the Tax liability of SCA or credit any of the SCA Post-Closing Subsidiaries. (c) In the event of any change to the liability of SCA or any of the SCA Post-Closing Subsidiaries for Taxes allocated or entitlement to Buyer pursuant a refund, as the result of an audit, carryover, carryback, or otherwise, the amounts previously payable under this Agreement will be appropriately adjusted and SCA will pay to XL Capital, or XL Capital will pay to SCA, without duplication, the amount required as a result of such adjustment, together with interest at the rate per annum determined from time to time under Section 5.13. All payments required 6621(a)(2) of the Code compounded daily for the period from the original date of the payment affected by the adjustment to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesdate on which the payment is made.

Refunds. (i) Any Tax refund (including any interest with in respect theretothereof) of received by Holdings, C&A Products or credit for Taxes of or relating to any of the Transferred Companies for Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries), and any amounts credited against Tax to which Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries) becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period period, or portion thereof, ending on or prior to before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent any such refund or for the amount of any liability such credit within 15 days after receipt of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if such credit or entitlement thereto. (ii) Any Tax refund (including any interest in respect thereof) received by Permali or otherwise Rosario, and any amounts credited against Tax to Buyer which Permali o▇ ▇▇▇▇▇io becomes entitled (including by way of any amended Tax Re▇▇▇▇▇ ▇r any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent any such refund or the Transferred Companiesamount of any such credit within 15 days after receipt of such credit or entitlement thereto. (iii) The percentage (the "Ownership Percentage"), equal to the lesser of (A) 56.6% or (B) the percentage of issued and outstanding stock of Plascar held by Permali, of any Tax refund (including any interest in respect thereof) received by Plascar or TATB or any amounts credited against Tax to which Plascar or TATB becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent the Ownership Percentage of any such refund or credit within 15 days after receipt of such credit or entitlement thereto. (iv) Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid over promptly when due under this Section 5.8(c). For purposes of this Section 5.8(c), where it is necessary to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such apportion a refund shall also be paid over to Seller at such time); providedor credit between Holdings and Parent for a Straddle Period, however, that any such refund or credit shall be for apportioned between the account period deemed to end at the close of Buyer the Closing Date and the period deemed to begin at the extent beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries (other than THI and its Subsidiaries), except that such refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (v) Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries (other than THI and its Subsidiaries) to cooperate, in obtaining, at Parent's expense, any Tax refund or credit is reflected (other than a refund based on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in from a taxable year or period beginning after the Closing Date if such carryback Date) that Parent reasonably believes is permitted by Section 10.7(e)available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided further, howeverprovided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesDetriment.

Refunds. Any Tax refund (including any interest with respect theretothereto and net of any Taxes that the Company or any Subsidiary may be required to pay as a result of such refund) of or credit for Taxes of or relating to the Company or any of the Transferred Companies Subsidiary for any taxable period ending on or prior to the Closing Date or (except for any liability refund included on the Reference Balance Sheet, which shall be the property of Taxes the Purchaser, and if paid to the Sellers, shall be paid over promptly to the Purchaser) shall be the property of the Sellers, and if received by the Purchaser or the Company or any Subsidiary shall be paid over promptly to the Sellers’ Representative. Notwithstanding the foregoing sentence: (a) any Tax refund (or equivalent benefit to the Sellers the Company or any Subsidiary through a reduction in Tax liability) for which Seller is liable and which Seller has borne pursuant to this Agreement a period before the Closing Date arising out of the carry-back of a loss or credit incurred by the Company or any Subsidiary in a taxable year ending after the Closing Date shall bebe the property of the Purchaser and, if received by or otherwise credited to Buyer or the Transferred CompaniesSellers, shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 Purchaser; and (b) if, and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that, as of such time, if any, as the Purchaser shall receive a refund that such refund or credit is reflected on or provided in would be the Final Actual Closing Balance Sheet or property of the Sellers and payable to the extent such refund Sellers under the immediately preceding sentence, Taxes have been asserted by any taxing authority in writing that would be required to be indemnified by the Sellers hereunder, all or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount part of such refund or credit and any interest received with respect thereto that is paid up to Seller shall an amount equal to such asserted Taxes shall, at the option of the Purchaser, be net retained by the Purchaser for satisfaction of any Tax detriment amounts indemnifiable under this Article VII which have been asserted, until the time set forth in respect clause Section 7.08(b) of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising this Agreement with respect to any such asserted amounts, at which time any balance remaining not applied to payment of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 indemnity claims shall be made within 30 days after receipt by Seller, Buyer or paid to the Transferred CompaniesSellers.

Refunds. Any If (i) any Tax refund (including any interest with respect thereto) of is received by Parent, the Company or credit for Taxes of or relating to any of the Transferred Companies for its Subsidiaries (or any of their respective Affiliates) that relates to taxable period periods (or portions thereof) ending on or prior to before the Closing Date or (which, for this purpose, shall include any amounts available to be refunded that are applied as a credit against the Tax liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beParent, if received by the Company or otherwise credited to Buyer any of its Subsidiaries (or the Transferred Companiesany of their respective Affiliates), paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that other than any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided included as an asset in the Final Actual computation of Closing Balance Sheet Net Working Capital or to the extent such refund or credit is attributable to arising as a result of a carryback of any Tax attribute of any of the Transferred Companies arising losses generated in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof)) beginning after the Closing Date, or (ii) there is any increase in any net operating loss carryforward of the Company or any of its Subsidiaries as of the Closing Date as a result of any adjustments after the Closing Date to any Tax Return filed with respect to taxable periods (or portions thereof) ending on or before the Closing Date, the benefit of such refund or credit included increase in net operating loss carryforward shall be for the account of Stockholder, and Parent shall promptly issue to Stockholder a number of shares of Parent Common Stock having a value equal to the amount of such refund (net of any out-of-pocket costs or expenses, including Taxes, incurred by Parent and the Company (or any of their respective Affiliates) in connection with the receipt or payment thereof) or the value of the increase in the Final Actual Closing Balance Sheet and any net operating loss carryforward, as the case may be, as additional merger consideration. For purposes of this Section 7.08(i), the value of Parent Common Stock shall be determined as of the date of the refund or credit of increase in net operating loss carryforward and in accordance with the procedures set forth in Section 10.05(b)). At Stockholder’s written request and at the Stockholder’s sole cost and expense, Parent shall timely and properly prepare (or cause to be prepared) and file (or cause to be filed), any Taxes allocated to Buyer pursuant to Section 5.13. All payments claim for refund, amended Tax Return or other Tax Return required to be made obtain any available Tax refunds or increase in net operating loss carryforward that are for the account of Stockholder pursuant to this Section 10.3 7.08(i). The amount of any Tax refunds to be paid to Stockholder pursuant to this Section 7.08(i) shall be made within 30 days after receipt reduced by Seller, Buyer or any Tax refunds to which Ceridian HCM is entitled pursuant to Section 5.1 of the Transferred CompaniesTax Matters Agreement (as amended pursuant to the terms hereof).

Refunds. (i) Any Tax refund (including any interest with in respect theretothereof) of received by Holdings, C&A Products or credit for Taxes of or relating to any of the Transferred Companies for Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries), and any amounts credited against Tax to which Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries) becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period period, or portion thereof, ending on or prior to before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent any such refund or for the amount of any liability such credit within 15 days after receipt of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if such credit or entitlement thereto. (ii) Any Tax refund (including any interest in respect thereof) received by Permali or otherwise ▇▇▇▇▇▇▇, and any amounts credited against Tax to Buyer which Permali or ▇▇▇▇▇▇▇ becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent any such refund or the Transferred Companiesamount of any such credit within 15 days after receipt of such credit or entitlement thereto. (iii) The percentage (the "Ownership Percentage"), equal to the lesser of (A) 56.6% or (B) the percentage of issued and outstanding stock of Plascar held by Permali, of any Tax refund (including any interest in respect thereof) received by Plascar or TATB or any amounts credited against Tax to which Plascar or TATB becomes entitled (including by way of any amended Tax Returns or any carryback filing), that relate to any taxable period, or portion thereof, ending on or before the Closing Date shall be for the account of Parent, and Holdings shall pay over to Parent the Ownership Percentage of any such refund or credit within 15 days after receipt of such credit or entitlement thereto. (iv) Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid over promptly when due under this Section 5.8(c). For purposes of this Section 5.8(c), where it is necessary to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such apportion a refund shall also be paid over to Seller at such time); providedor credit between Holdings and Parent for a Straddle Period, however, that any such refund or credit shall be for apportioned between the account period deemed to end at the close of Buyer the Closing Date and the period deemed to begin at the extent beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries (other than THI and its Subsidiaries), except that such refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (v) Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries (other than THI and its Subsidiaries) to cooperate, in obtaining, at Parent's expense, any Tax refund or credit is reflected (other than a refund based on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in from a taxable year or period beginning after the Closing Date if such carryback Date) that Parent reasonably believes is permitted by Section 10.7(e)available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided further, howeverprovided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesDetriment.

Refunds. Any The cash amount of any refund (including or offset or credit against current Taxes due) of any Tax of the Company or any of its Subsidiaries (plus any cash interest received or credited with respect thereto) of from the applicable taxing authorities for any Pre-Closing Period or credit for Taxes of or relating attributable to any pre-Closing portion 45 of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne a Straddle Period as determined pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 6.11(b) (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that including any such refund or credit arising from amended Tax Returns filed after the Closing Date) shall be for the account of Sellers, and, if received by Buyer, the Company or any of its Subsidiaries, or any of their respective Affiliates, shall be (i) paid by Buyer to Sellers’ Representative, to be paid to Sellers in accordance with each Seller’s respective Allocable Portion of such refund, and (ii) deposited with the extent that Company, for payment through payroll to the Option Holders in accordance with each Option Holder’s Allocable Portion of such refund, less any applicable Employment Taxes, in each case, within ten (10) Business Days after any such refund is received, credited, or credit is reflected applied as an offset, as the case may be. Any such refund of Taxes of the Company or any of its Subsidiaries for any Straddle Period shall be apportioned among Sellers, on or provided the one hand, and Buyer, on the other hand, in the Final Actual Closing Balance Sheet same manner as the liability for such Taxes is apportioned pursuant to Section 6.11(b). Buyer shall not carry back losses or to the extent such refund or credit is attributable to a carryback of any other Tax attribute of any of the Transferred Companies arising in attributes from a taxable period beginning that commences after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the a Pre-Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesPeriod.

Refunds. Any refund Buyer shall pay (including or cause to be paid) to Seller (a) any interest Income Tax refunds that are received by, or any amounts credited against a cash Tax liability of, any Transferred Entity (or by Buyer or any Affiliate of Buyer on any Transferred Entity’s behalf), arising from overpayments of estimated Taxes with respect theretoto any Pre-Closing Tax Period; and (b) of or credit any Tax refunds for Taxes of or relating with respect to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant agreed to provide indemnification under this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received other than Tax refunds arising from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)carryback of any net operating losses from any Tax period (or portion thereof) ending after the Closing Date; provided, however, that Seller shall not be entitled to any refunds of such refund or credit shall be for the account of Buyer Taxes to the extent that such refund or credit is refunds are reflected on or provided in as an asset for purposes of, and taken into account in, the Final Actual Closing Balance Sheet Statement. Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax Returns (including amended Income Tax Returns) or other documents claiming any refunds, including through the extent such refund or credit is carryback of any net operating losses that are attributable to a carryback of any Pre-Closing Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback Period, to which Seller is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13the immediately preceding sentence. All Any payments required to be made pursuant to under this Section 10.3 9.05 (in each case, including any interest paid thereon and net of any Taxes and any reasonable out of pocket costs incurred in respect of the receipt or accrual of the refund) shall be made within 30 in immediately available funds, to an account or accounts as directed by Sel▇▇▇, ▇ithin 5 days after of the receipt by Seller, Buyer of the refund or the Transferred Companiesapplication of any such refunds as a credit against Tax for which Seller has not otherwise agreed to provide indemnification under this Agreement.

Refunds. Any refund Tax refunds (and interest thereon) that are received by Buyer or its Affiliates (including for these purposes the Company) for any interest with respect theretoPre-Closing Tax Period, and any amounts credited against Tax (including estimated Tax payments) of for any Post-Closing Tax Period, to which Buyer or credit for Taxes of or relating to any of its Affiliates (including for these purposes the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, howeverCompany) become entitled, that any such refund were borne directly or credit indirectly by Seller and are attributable to Pre-Closing Taxes shall be for the account of Buyer to the extent that such refund or credit is reflected Seller, net of all costs (including Taxes) imposed on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered incurred by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, Company (or receive immediate payment from Seller of, any refund or credit arising Affiliate thereof) with respect to any thereto. Any such refund of the Transferred Companies relating to Taxes or credits against Taxes with respect to a Straddle Period shall be apportioned between the Pre-Closing and Post-Closing Tax Periods in accordance with the principles of Section 6.2. Buyer shall pay over to the Seller any taxable period (or portion thereof) beginning after the Closing Date, any cash refund or credit included described in the Final Actual Closing Balance Sheet first sentence of this Section 6.3 within ten (10) days after receipt thereof, and shall pay over to the Seller the amount of Tax savings realized by Buyer or any refund or credit of its Affiliates (including for these purposes the Company) in respect of any Taxes allocated to Buyer pursuant to credits against Tax described in this Section 5.13. All payments 6.3 at the time the Tax Return in which such savings are realized is required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt filed by SellerBuyer or such Affiliates, in each case net of all costs (including Taxes) imposed on or incurred by Buyer or the Transferred CompaniesCompany (or any Affiliate thereof) with respect to such refund of Tax. This paragraph shall not be construed to require Seller to make available any Tax Returns (or any other information relating to Taxes) to Buyer or to file any amended Tax Return or other claim for a refund of Taxes for any Pre-Closing Tax Period.

Refunds. Any refund Sellers shall be entitled to retain, or receive payment from Buyer within fifteen (including 15) days of the receipt of any interest Tax refunds or credits relating to a Taxpayer that were paid with respect theretoto (i) of or credit for Taxes of or relating to any of the Transferred Companies for any all taxable period periods ending on or prior to the Closing Date or and (ii) Pre-Closing Partial Periods, for any liability that portion of Taxes for which Seller is liable such taxable period up to and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or including the Transferred Companies, paid over promptly to Seller Closing Date except in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or each case to the extent such refund or credit is attributable to arises as the result of a carryback of a loss, credit other tax benefit arising after the Closing Date. Buyer shall, if Sellers' Representative so requests and at Sellers' Representative's expense, cause a Taxpayer to file for and obtain any refund to which Sellers is entitled to under this Section 5.17(b), provided that Sellers' Representative shall not file, and Buyer shall not be obligated to file, to obtain any refund that would have the effect of (x) increasing any Tax liability of a Taxpayer or (y) otherwise materially and adversely affect any item or Tax attribute of any of the Transferred Companies arising a Taxpayer, in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to each case for any taxable period (or portion thereof) beginning ending after the Closing Date, without Sellers' Representative first obtaining Buyer's consent, which consent shall not be unreasonably withheld. Buyer shall permit Sellers' Representative to control (at the Sellers' Representative's expense) the prosecution of such refund claim, and shall cause powers of attorney authorizing Sellers' Representative to represent a Taxpayer before the relevant taxing authority with respect to such refund to be executed, provided that Sellers' Representative (i) shall keep Buyer informed regarding the progress and substantive aspect of any such refund and (ii) shall not compromise or credit included settle any such refund without obtaining Buyer's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax liability of a Taxpayer or (y) otherwise materially and adversely affect any item or Tax attribute of a Taxpayer, in each case for any taxable period ending after the Final Actual Closing Balance Sheet and Date. In the event that any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be for which a payment has been made pursuant to this Section 10.3 section 5.17(b) is subsequently reduced or disallowed, the Sellers shall be made within 30 days after receipt by Seller, indemnify and hold Buyer harmless for any Taxes assessed against Buyer or a Taxpayer by reason of the Transferred Companiesreduction or disallowance.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or Except as otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided furtherfollowing sentence, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall will be entitled to retain, or receive immediate prompt payment from Purchaser or any of its Affiliates (including Company and its Subsidiaries) of any refund or credit of Covered Taxes actually received by Purchaser. Provided Purchaser complies with its obligation under Section 6.8(h), Purchaser will be entitled to retain or receive any refund or credit of Taxes of the Company and its Subsidiaries attributable to the carryback of any Tax attribute arising in a taxable period that begins after the Closing Date to a taxable period that ends on or before the Closing Date. Purchaser and the Company and its Subsidiaries will be entitled to retain, or receive prompt payment from Seller of, any refund or credit arising with respect to any Taxes of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, Company and its Subsidiaries other than Covered Taxes. The amount of any refund or credit included in the Final Actual Closing Balance Sheet and any refund that Purchaser or credit Seller is entitled to retain or receive pursuant to this Section 6.8(i) shall be reduced to take account of any Taxes allocated to Buyer pursuant to Section 5.13incurred upon the receipt of such refund or credit. All payments required to be made pursuant to this Section 10.3 6.8(i) shall be made within 30 thirty days after receipt or entitlement to the refund or credit by Seller, Buyer Purchaser, the Company or the Transferred Companiesits Subsidiaries.

Refunds. Any (a). Except to the extent taken into account in the calculation of the Transaction Consideration, the Sellers shall be entitled to any refund or credit of Taxes (including any interest with respect theretopaid thereon) of or credit for Taxes of or the Group Companies relating to any of the Transferred Companies Pass-Through Tax Return for any taxable period ending on or prior to the Pre- Closing Date or for Tax Period (other than any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer (i) attributable to the extent carrying back of any Tax attribute that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable Taxable period (or portion thereof) beginning after the Closing Date or (ii) allocable to Blocker Corp or PSP Intermediate) to the extent such refunds are received within the (18) month period beginning on the Closing Date. Within fifteen (15) calendar days after receipt or use by Purchaser, Blocker Corp, the Group Companies or any of their Affiliates of any Tax refund or credit included in the Final Actual Closing Balance Sheet and to which any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Seller is entitled pursuant to this Section 10.3 6.18, Purchaser shall, or shall cause its applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds into such accounts designated by the applicable Seller, the amount of any such Tax refunds or credits to such Seller. Purchaser shall, and shall cause Blocker Corp, the Group Companies and their Affiliates to, at the request and expense of Sellers, obtain any Tax refunds to which Sellers are entitled pursuant to this Section 6.18. Any amount payable to Sellers pursuant to this Section 6.18 shall be made within 30 days after receipt net of (a) any out-of-pocket costs or expenses incurred in obtaining such refund of Taxes or in paying such amounts to the Sellers, (b) any Tax required to be withheld on such payment, and (c) any Taxes borne by Seller, Buyer Purchaser or the Transferred Companiesany of its Affiliates.

Refunds. Any ▇▇▇▇▇▇ shall be entitled to retain or, to the extent actually received by, or credited to, GE or its Affiliates, receive immediate payment from GE or any of its Affiliates of, any refund or credit with respect to Taxes (including any interest refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect thereto) of or credit for Taxes of or to any Pre-Closing Tax Period relating to any of the Transferred Companies for any taxable period ending on Purchased Assets or prior the Business except to the Closing Date extent such Taxes (or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by refunds or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority credits with respect to such a refund Taxes) are reflected on the Closing Date Balance Sheet. GE shall also be paid over entitled to Seller at such time); providedretain or, howeverto the extent actually received by, that or credited to, ▇▇▇▇▇▇ or its Affiliates, receive immediate payment from ▇▇▇▇▇▇ or any such of its Affiliates of, any refund or credit shall be for with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the account of Buyer Closing or otherwise) with respect to any Post-Closing Tax Period relating to the extent Purchased Assets or the Business or with respect to Taxes, refunds or credits that such are reflected on the Closing Date Balance Sheet. ▇▇▇▇▇▇ shall cooperate with GE to enable GE to obtain any refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or with respect to Taxes to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after reflected on the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such Balance Sheet and GE shall cooperate with ▇▇▇▇▇▇ in securing any refund or credit and any interest received of Taxes to which ▇▇▇▇▇▇ would be entitled under this Section 9.4. Any refund or credit of Taxes with respect thereto that is paid to Seller a Straddle Period shall be apportioned to the Pre-Closing and Post-Closing Tax Periods in accordance with the principles set forth in Section 9.2. Except to the extent applicable Law requires otherwise, the party receiving the refund shall treat the receipt of such payment as not constituting income subject to Tax. Any payment made pursuant to this Section 9.4 shall be net of any Tax detriment in respect Taxes imposed on the payor as a result of its receipt of such refund or credit suffered increased by Buyer or any Tax benefit to which the Transferred Companies. Buyer and the Transferred Companies shall be payor becomes entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any as a result of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be payment made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies9.4.

Refunds. Any refund Pfizer shall be entitled to retain, or receive prompt payment --- ------- from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Companies) of, any interest refund or credit with respect thereto) to Taxes (including refunds and credits arising by reason of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to amended Tax Returns filed after the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority otherwise) with respect to such a refund shall also be paid over any Tax period or portion thereof that ends on or before the Closing Date relating to Seller at such time)the Conveyed Companies or any Asset Selling Corporation; provided, however, that (i) Purchaser and the Conveyed Companies -------- ------- shall be entitled to retain, or receive prompt payment from Pfizer of, any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected arises as a result of the use or application (as provided in Section 7.4(d)) of any net capital loss, foreign tax credit or research and development credit of the Conveyed Companies for any tax year ending on any date following the Closing Date to any period of the Conveyed Companies ending on or provided in before the Final Actual Closing Balance Sheet or Date; and (ii) to the extent that Pfizer or any of its Affiliates (other than the Conveyed Companies) would, but for the carryback by the Conveyed Companies of any such net capital loss, foreign tax credit or research and development credit, be entitled to a refund or credit is attributable to a carryback in respect of any Tax attribute net capital loss, foreign tax credit or research and development credit of Pfizer or any of Pfizer's Affiliates (other than the Conveyed Companies), Pfizer shall be entitled to receive prompt payment from Purchaser of any of such amount to the Transferred Companies arising in extent Purchaser has previously received a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid from a carryback to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred CompaniesPfizer's return. Buyer Purchaser and the Transferred Conveyed Companies shall be entitled to retain, or receive immediate prompt payment from Seller Pfizer of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, Date relating to any of the Conveyed Companies. Purchaser and Pfizer shall equitably apportion any refund or credit included with respect to Taxes with respect to a Straddle Period in a manner consistent with the Final Actual Closing Balance Sheet and any principles set forth in Section 7.4(g)(iii). If a refund or credit of any Taxes allocated for which a payment has been made to Buyer pursuant to Section 5.13. All payments required to be made a party hereto (the recipient) by the other party hereto (the payor) pursuant to this Section 10.3 7.4(e) is subsequently reduced or disallowed, the recipient shall be made within 30 days after receipt indemnify the payor for any Tax assessed against the Payor by Seller, Buyer reason of such reduction or the Transferred Companiesdisallowance.

Refunds. Any Seller shall be entitled to retain, or receive prompt payment from Buyer or any of its subsidiaries or Affiliates (including the Transferred Companies) of, any refund (including any interest credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) received or realized in cash with respect theretoto Taxes attributable to any Transferred Company, the Transferred Assets or the Business for any Pre-Closing Tax Period (other than Transfer Taxes, but including any VAT for which Seller is responsible pursuant to Section 2.06(e)), including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, but only to the extent that (A) such refund (or credit) is not the result of an event that occurred after the Closing Date, and (B) such refund (or credit) is not attributable to, and does not result from, a carry back or other use of any item of loss, deduction, credit or other similar item arising in a Post-Closing Tax Period or, in the case of a refund (or credit) of or credit Taxes for Taxes a Straddle Period, the use of or relating to any such item arising in a Post-Closing Tax Period. In connection with the foregoing, if Seller determines that any of the Transferred Companies is entitled to file or make a formal or informal claim for any taxable period ending on or prior a refund (to which Seller would be entitled under the Closing Date or for any liability first sentence of this Section 7.08(b)(i)) of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period (other than Transfer Taxes or VAT, but including any VAT for which Seller is liable and which Seller has borne responsible pursuant to this Agreement Section 2.06(e)), Seller shall bebe entitled, if received by at Seller’s expense, to file or make, or to request that Buyer cause the applicable Transferred Company to file or make, such formal or informal claim for refund, and Seller shall be entitled to control the prosecution of such claim for refund, provided that Seller shall not take any action in connection therewith that would bind Buyer or any of its Affiliates (including any Transferred Company) for a Post-Closing Tax Period or otherwise credited to adversely affect Buyer or any of its Affiliates (including any Transferred Company). Buyer will cooperate, and cause the Transferred CompaniesCompanies to cooperate, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over claim for refund, and will pay, or cause the relevant Transferred Company to pay, to Seller at such time); provided, however, that the amount (including interest received from any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback Taxing Authority) of any Tax attribute related refund (including any credit in lieu of any a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) (to which Seller would be entitled under the first sentence of this Section 7.08(b)(i)) received or realized in cash by Buyer or any Affiliate thereof (including any Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(eCompany); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment unreimbursed costs incurred by Buyer and its Affiliates in respect of such refund and reduced by the amount of any Taxes arising or credit suffered by Buyer that would arise as a result of the receipt of such refund or the Transferred Companiesinterest thereon, within five (5) days of receipt (or realization in cash) thereof. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate prompt payment from Seller ofwith respect to, any refund other refund, credit, offset or credit arising other similar benefit received or realized with respect to Taxes attributable to any Transferred Company, the Transferred Assets or the Business. Notwithstanding any other provision, (x) Seller shall be entitled to any refund, credit or reimbursement for any Transfer Taxes arising from, or relating to, the Internal Restructuring Steps, and (y) Buyer shall be entitled to any refund, credit or reimbursement for any Transfer Taxes or VAT arising from, or relating to, any Transfer Taxes or VAT imposed on the transfer of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after Equity Interests and the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated Transferred Assets to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt and assumption of the Assumed Liabilities by Seller, Buyer or the Transferred CompaniesBuyer.

Refunds. Any Subject to Section 4.3(b) above and except as provided below, the Sellers shall be entitled to retain, or promptly receive payment from the members of the Company Group or the Purchaser of, (i) any Tax refund (including refunds arising by reason of amended returns filed after the Closing Date) (except to the extent that the Tax refund is otherwise reflected on the Financial Statements) or (ii) credit of any Taxes (plus any interest thereon received with respect theretothereto from the applicable taxing authority) of or credit for Taxes of or relating to any the members of the Transferred Companies Company Group (except to the extent that the Tax credit is otherwise reflected on the Financial Statements), for any which the Sellers are responsible under Section 4.3(a) or has otherwise paid or caused to be paid. To the extent permitted by applicable law, the Purchaser shall not, and shall cause the members of the Company Group not to (without the prior written consent of the Sellers not to be unreasonably withheld) carry back to taxable period periods ending on or prior to the Closing Date losses or for any liability other tax attributes of Taxes for which Seller the Company Group generated in taxable periods ending after the Closing Date. If the use of such losses or tax attributes by carry back is liable and which Seller has borne pursuant consented to this Agreement shall beby Sellers, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit Purchaser shall be for entitled to any Tax refunds generated by the account utilization of Buyer such losses or tax attributes. For these purposes, Sellers shall be deemed to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or have consented to any carry back of tax attributes to the extent such refund carry back is required under applicable Tax law. In addition, any reduction of Taxes (“Reduced Taxes”) due with respect to the assets or credit is attributable to a carryback of any Tax attribute of any business of the Transferred Companies arising in a taxable members of the Company Group for any period beginning or partial period ending after the Closing Date with respect to the members of the Company Group that is attributable to an adjustment on audit by a taxing authority requiring any member of the Company Group to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax return as originally filed for periods ending on or prior to the Closing Date shall be credited to the Sellers, and the Purchaser shall pay over such Reduced Taxes to the Sellers promptly after the receipt of any refund of Taxes attributable thereto or the payment of any Reduced Tax or the reporting of any Tax Liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Purchaser, if any, to amend any Tax Returns in order to pursue such carryback is permitted refund. Any dispute with respect to Reduced Taxes shall be resolved by Section 10.7(e); provided furtherthe Tax Dispute Accountants, however, that and any such determination by the amount Tax Dispute Accountants shall be final. The Purchaser shall be entitled to the benefit of such any other refund or credit and of Taxes (plus any interest thereon received with respect thereto that is paid from the applicable taxing authority) relating to Seller shall be net the member of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred CompaniesCompany Group. Buyer The Purchaser and the Transferred Companies Sellers shall be entitled cooperate, and the Purchaser shall cause the members of the Company Group and their other Affiliates, to retaincooperate with the Sellers, or receive immediate payment from Seller of, with respect to claiming of any refund or credit arising with respect referred to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller4.3(c), Buyer including discussing potentially available refunds or the Transferred Companiescredits and preparing and filing any amended Tax Return or other claim for a refund.

Refunds. Any The Acquiror shall cause the Company to pay to the Exchange Agent (on behalf of the Company Securityholders (except the holders of Second Tranche SAFEs)) any and all refunds (in the form of a cash refund or in the form of a credit against Taxes actually payable) of Taxes (including any interest thereon) received after the Closing Date with respect thereto) of to, or credit for Taxes of or relating to any of the Transferred Companies for any taxable period attributable to, periods ending on or prior to before the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beDate, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or except to the extent such refund or credit is attributable to (i) arises as the result of a carryback of any a loss or other Tax attribute of any of the Transferred Companies arising in benefit from a taxable period beginning after the Closing Date if or (ii) is included as an asset in the calculation of the Net Working Capital. The Acquiror shall pay over to the Exchange Agent (for further distribution to the Company Securityholders (except the holders of Second Tranche SAFEs)) any such carryback is permitted Tax refund or Section 41 Benefit (as defined below) (net of (x) any Taxes of the Acquiror or the Company attributable to such refund or credit, (y) any expenses incurred in obtaining such amounts or (z) Losses actually determined to be owed by Section 10.7(e); provided further, however, that the amount Company Securityholders to the Acquiror pursuant to ‎Article VIII) within thirty (30) days after receipt of such refund in cash or credit and any interest received with respect thereto that is paid entitlement to Seller shall be net such credit. Without limiting the generality of any Tax detriment in respect the foregoing, the Company Securityholders (except the holders of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Second Tranche SAFEs) shall be entitled to retain, receive an amount equal to the cash Tax savings realized by the Acquiror or receive immediate payment from Seller of, any refund or credit arising with respect to any its Affiliates (including the Surviving Company) (the “Section 41 Benefit”) as a result of the Transferred Companies relating Qualified Small Business Payroll Tax Credit for Increasing Research Activities (“Section 41 Credit”) generated in any Pre-Closing Tax Period (whether or not such Section 41 Credit is applied prior to Taxes with respect to any taxable period (or portion thereofthe Closing Date) beginning after the Closing Date, calculated on a “with and without” basis (i.e., by treating any refund Section 41 Credits as the last deductions or credit included in credits taken on any Return). Schedule ‎6.3 hereto sets forth the Final Actual Closing Balance Sheet amount of the Section 41 Credit applied for and pending as of the date of this Agreement. If any refund or credit amount paid to the Company Securityholders (except the holders of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Second Tranche SAFEs) pursuant to this Section 10.3 ‎Section 6.3 is subsequently challenged successfully by any Governmental Authority, the Company Securityholders (except the holders of Second Tranche SAFEs) shall be made within 30 repay to Acquiror such amount (together with any interest and penalties assessed by such Governmental Authority in respect of such amount). Such repayment obligation shall survive until the date that is ninety (90) days after receipt the expiration of the applicable statute of limitations with respect to the collection by Sellerthe applicable Governmental Authority or other Person of the Tax liabilities in question (giving effect to any waiver, Buyer mitigation or the Transferred Companiesextension thereof).

Refunds. Any refund (including a) Seller shall be entitled to the amount of any interest with respect theretoTax refunds (or any Tax credits received in lieu thereof) that are actually received in cash (or utilized, in the case of or credit for Taxes of or relating to a credit) by Buyer, any Purchased Subsidiary, any of the Transferred Companies their respective Affiliates, in each case, for any taxable period Pre-Closing Tax Period ending on or prior to the Closing Date or for the portion of any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer Straddle Tax Period ending on the Closing Date (or the Transferred Companiesimmediately preceding Tax period), paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); providedeach case, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such Tax refund (or credit in lieu thereof) is attributable to Taxes of any Purchased Subsidiary for a Pre-Closing Tax Period for which Seller or its Affiliates (including prior to the Closing, the Purchased Subsidiaries) were economically responsible (any such Tax refund or credit is attributable in lieu thereof, a “Tax Refund”), including, for the avoidance of doubt, any Tax Refund listed on Section 8.03(a) of the Disclosure Schedule; provided, that Seller shall not be entitled to the amount of any Tax refunds or credits in lieu thereof, and such amounts shall not constitute Tax Refunds, to the extent (A) such amounts had the effect of reducing the Pre-Closing Tax Amount or the Final Purchase Price, or (B) such refunds or credits are the result of a carryback of any a loss or other Tax asset or attribute of any of the Transferred Companies arising in a taxable period beginning generated after the Closing Date if Date. (b) Buyer shall promptly pay, or cause to be paid, to Seller any Tax Refund that Seller is entitled to pursuant to this Section 8.03 within thirty (30) days of the actual receipt (or, in the case of a credit, the filing of a Tax Return utilizing such carryback is permitted by credit) of the Tax Refund giving rise to Buyer’s obligation to make a payment pursuant to this Section 10.7(e)8.03 with respect thereto; provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller payment shall be net of any costs or expenses of Buyer or any of its Affiliates (including, after the Closing, the Purchased Subsidiaries) incurred in obtaining or paying over the Tax detriment in respect Refund. Notwithstanding the foregoing, if any Tax Refund to which Seller would be entitled pursuant to this Section 8.03 is the subject of a pending Tax audit or other similar proceeding or of which Buyer, any Purchased Subsidiary, or any of their respective Affiliates has been notified no later than twenty (20) days following the receipt of such Tax Refund (or use of any credit received in lieu of a refund) that such Tax Refund is or will be the subject of a Tax audit or other similar proceeding, Seller shall not be entitled to such Tax Refund until the completion of such audit or proceeding. (c) Notwithstanding anything to the contrary in this Agreement, Buyer and its Affiliates (including the Purchased Subsidiaries) shall not be required to seek or otherwise obtain any Tax refund or credit suffered by in lieu thereof for any taxable period, if such action would have an adverse effect on Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of its Affiliates. In the Transferred Companies relating to Taxes with respect to event any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit amount of any Taxes allocated Tax Refund previously paid to Buyer Seller pursuant to this Section 5.13. All payments 8.03 is clawed back or otherwise required to be repaid to the applicable Taxing Authority, Seller shall promptly (and in all events, within ten (10) days of Buyer’s written request) pay such amount (together with any penalties and interest in relation thereto) back to Buyer to be repaid to the applicable Taxing Authority. (d) For applicable Tax purposes, the Seller and Buyer and each of their respective Affiliates shall treat all payments made pursuant to this Section 10.3 shall be made within 30 days after receipt 8.03 as an adjustment to the Purchase Price for Tax purposes to the maximum extent permitted by Seller, Buyer or the Transferred CompaniesApplicable Law.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Parent shall be entitled to retain, or receive immediate prompt payment (but no later than fifteen (15) Business Days after receipt thereof or, with respect to a Tax Credit, no later than fifteen (15) Business Days after the filing of an applicable Tax Return reflecting a reduction in cash Taxes payable by Purchaser or any of its Affiliates due to utilization of such Tax Credit) from Seller Purchaser of, any Tax refund or credit in lieu of a Tax refund (such credit, a “Tax Credit”) (including refunds and Tax Credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise), including any interest paid or credited by a Governmental Entity with respect thereto, with respect to Indemnified Taxes or other indemnity obligations of Parent pursuant to Article X; provided that such payment shall be net of any costs and expenses (including Taxes) incurred by Purchaser or any of its Affiliates in obtaining or receiving such refund or Tax Credit and shall only include refunds or Tax Credits to the Transferred Companies relating extent such refund or Tax Credit (i) was not taken into account in determining the Closing Purchase Price, (ii) is not attributable to Taxes with respect to a carryback of any taxable losses, credits or other Tax attributes from any period (or portion thereof) beginning after the Closing Date, (iii) is not attributable to any losses, credits or other Tax attributes relating to Purchaser or its Affiliates (other than the Transferred Entities), (iv) is a refund of or credit Tax Credit with respect to Tax liabilities that were paid by or on behalf of the Transferred Entities prior to the Calculation Time, were specifically included in determining the Final Actual Closing Balance Sheet and any refund Purchase Price (through Indebtedness, Transaction Expenses or credit of any Taxes allocated to Buyer Working Capital), or were paid by Parent pursuant to Section 5.13. All payments Article X, and (v) is not required to be made paid over to any Person other than Parent or any of its Affiliates under any Contract entered into prior to the Closing to which any of the Transferred Entities is a party. If Parent determines that any Transferred Entity is entitled to file a claim for refund or an amended Tax Return providing for a refund with respect to Indemnified Taxes, then Purchaser will, if Parent so requests and solely at Parent’s expense, cause the relevant Transferred Entity to file or make such claim or amended Tax Return, including through the prosecution of any proceeding which Parent directs such Transferred Entity to pursue; provided, that in Purchaser’s reasonable judgment, filing or making such claim or filing such amended Tax Return would not reasonably be expected to result in any unreimbursed cost or adverse Tax consequences to Purchaser or any of its Affiliates (including the Transferred Entities). In the event any refund of any Tax or Tax Credit is subsequently disallowed or determined by a Governmental Entity to be an amount less than the amount taken into account to make a payment pursuant to this Section 10.3 8.11, Parent shall be made within 30 days after receipt promptly return such excess to Purchaser, together with any applicable interest or penalties imposed by Seller, Buyer or the Transferred Companiessuch Governmental Entity.

Refunds. Any refund Except for refunds, receivables or credits that are included in the Working Capital Statement or have reduced Taxes that are accrued or reserved against in the Working Capital Statement, Pfizer shall be entitled to retain, or receive prompt payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any interest refund or credit with respect theretoto Taxes (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) of or credit for Taxes of or relating with respect to any of the Transferred Companies for any taxable Tax period ending on or prior to before the Closing Date relating to the Conveyed Subsidiaries, any of their Subsidiaries or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beAsset Selling Corporation, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that (i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive prompt payment from Pfizer of, any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected arises as a result of the use or application (as provided in Section 7.4(d)) of any net operating loss, net capital loss, foreign tax credit, research and development credit or other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries arising in any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or 107 any of their Subsidiaries that ends on or provided in before the Final Actual Closing Balance Sheet Date or that includes the Closing Date, and (ii) to the extent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries) incurs any detriment as a result of the carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit, such as, for example, a dilution in the foreign tax credit allowed to Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be entitled to receive prompt payment from Purchaser of the refund or credit is attributable to a carryback of any Tax attribute of received or enjoyed by the Purchaser or any of its Affiliates (including the Transferred Companies arising in Conveyed Subsidiaries or their Subsidiaries) as a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount result of such refund or credit carryback. Purchaser, the Conveyed Subsidiaries and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies their Subsidiaries shall be entitled to retain, or receive immediate payment from Seller Pfizer of, any refund or credit arising not described in Section 7.4(e)(ii) with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit included with respect to Taxes not 108 described in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated Section 7.4(e)(ii) with respect to Buyer pursuant to Section 5.13a Straddle Period. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.109 (f)

Refunds. (a) Any Tax refund (including any interest with in respect theretothereof) received by Acquiror, the Acquiror Sub Surviving Corporation or any Transferred Company, and any amounts of overpayments of Tax credited against Tax which Acquiror, the Acquiror Sub Surviving Corporation or credit for Taxes of or relating to any of the Transferred Companies for otherwise would be or would have been required to pay that relate to any taxable period period, or portion thereof, ending on or prior to before the Closing Date shall be for the account of Parent, and Acquiror shall pay over to Parent any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto. Acquiror shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 6.6. For purposes of this Section 6.6, where it is necessary to apportion a refund or credit between Acquiror and Parent for any liability a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the Company's books, except that refunds or credits of Taxes for which Seller is liable (e.g., real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (b) Acquiror shall cooperate, and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or cause the Acquiror Sub Surviving Corporation and any of the Transferred CompaniesCompanies to cooperate, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority obtaining any refund that Parent reasonably believes should be available with respect to such Pre-Closing Periods, including, without limitation, through filing a refund shall also be paid over to Seller at such time)Form 1139 or other appropriate form with the applicable taxing authorities; provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of Acquiror and Acquiror Sub Surviving Corporation and any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid shall not be obligated to Seller shall be net of carry back any Tax detriment in respect attribute of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled a Post-Closing Period to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the a Pre-Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesPeriod.

Refunds. Any refunds of Taxes (including, without limitation, estimated Taxes) with respect to any Pre-Closing Tax Period that are received by Acquiror, the Company or any Company Subsidiary after the Closing Date, net of any Taxes or other expenses incurred in receiving such refund (including any interest with respect thereto) of or credit such refund, a “Pre-Closing Tax Refund”), shall be for Taxes of or relating to any the account of the Transferred Companies Company Securityholders, and the Company shall pay over to the Exchange Administrator (for further distribution to the Company Securityholders) any such Pre-Closing Tax Refund within ten (10) days after receipt thereof, provided however that any refunds attributable to a carryback from any taxable year beginning after the Closing Date or reflected as a current asset in the calculation of Net Working Capital shall be for the account of Acquiror. Acquiror, the Company and each Company Subsidiary shall cooperate with the Securityholder Representative (on behalf of the Company Securityholders) in obtaining such refunds, it being understood that (A) Acquiror and the Company will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Legal Requirements and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (B) any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities, and (C) Acquiror, the Company and each Company Subsidiary shall cooperate with the Securityholder Representative in preparing and filing Tax Returns (including amendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) for any taxable period ending on or prior to the Closing Date or and for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over Straddle Period as promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesas reasonably possible.

Refunds. Any refund (including any interest with respect thereto) of Tax refunds that are received by Purchaser or credit for Taxes of or relating to any a member of the Transferred Companies for Company Group, and any taxable period ending on amounts credited against Tax to which Purchaser or prior to a member of the Closing Date or for any liability Company Group becomes entitled, in each case that are in respect of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beIndemnified Taxes, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer Sellers, and Purchaser shall pay over to Sellers any such refund or the amount of any such credit including any interest thereon received from the relevant Taxing Authority (net of an amount equal to the out-of-pocket costs and expenses to Purchaser, its Affiliates or the Company Group in obtaining and paying over such refund (including Taxes)), promptly after receipt thereof or entitlement thereto, except to the extent that such the refund or credit is reflected on or provided overpayment (i) was taken into account as an asset in the Final Actual Closing Balance Sheet or to the extent such refund or credit determining Adjusted Purchase Price, (ii) is attributable to a carryback of any carry back from any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Dateor (iii) is otherwise required to be repaid by the Company Group to a third party pursuant to an obligation existing as of the Closing. Sellers, any upon the request of Purchaser, the Company or a Subsidiary, as applicable, shall promptly repay such refund or credit included (or portion thereof) (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) to Purchaser, the Company or the Subsidiary, as applicable, in the Final Actual Closing Balance Sheet event and any to the extent that the Company or the Subsidiary is required to repay such refund or credit of any Taxes allocated (or portion thereof) to Buyer pursuant the Taxing Authority after considering whether to Section 5.13challenge (at Seller’s sole cost and expense) such repayment in good faith. All payments required to be made pursuant to this Section 10.3 In the event a Taxing Authority asserts such refund or credit (or portion thereof) shall be made within 30 days after receipt by Sellerrepaid, Buyer Purchaser, the Company or the Transferred CompaniesSubsidiary, as applicable, shall promptly provide Sellers’ Representative with such documentation received from the Taxing Authority. The provisions of Section 6.9(c) shall apply to any tax contest relating to any Tax refund or credit.

Refunds. Any The Seller shall be entitled to retain or, to the extent actually received by the Purchaser or its Affiliates, receive payment promptly from the Purchaser or any of its Affiliates of, any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such Taxes paid by the Seller or any of its Subsidiaries with respect to any Pre-Closing Tax Period relating to the Purchased Assets or the Business. For purposes of this Section 9.3, the term “refund” shall include amounts arising by reason of amended Tax Returns filed after the Closing, a refund reduction in Taxes and the use of an overpayment of Taxes as an audit or other Tax offset. Upon the reasonable request of the Seller and at the expense of the Seller, the Purchaser shall also prepare and file, or cause to be paid over prepared and filed, all claims for refunds relating to Seller at such time)a Pre-Closing Tax Period; provided, however, that any such the Purchaser shall not be required to file a claim for a refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable claim relates to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companiesan item. Buyer and the Transferred Companies The Purchaser shall be entitled to retainretain or, to the extent actually received by the Seller or its Subsidiaries, receive immediate payment promptly from the Seller or any of its Subsidiaries of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (Post-Closing Tax Period relating to the Purchased Assets or portion thereof) beginning after the Closing DateBusiness. For the avoidance of doubt, any refund the Purchaser shall be entitled to all refunds or credit included in credits relating to VAT imposed on the Final Actual Closing Balance Sheet transfer of the Purchased Assets and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made the Business pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesAgreement.

Refunds. Any refund Buyer shall pay (including or cause to be paid) to Seller any interest with respect theretoTax refunds that are actually received by any Transferred Entity (or Buyer or any Affiliate of Buyer on any Transferred Entity’s behalf), and any amounts credited against Tax to which any Transferred Entity (or Buyer or any Affiliate of Buyer on any Transferred Entity’s behalf) becomes entitled, in each case, (i) that relate to Tax periods (or portions of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period a Straddle Period) ending on or prior before the Closing Date, (ii) except to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that extent any such refund or credit shall be for the account (x) arises as a result of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any loss or other Tax attribute of any of the Transferred Companies arising in Benefit from a taxable period beginning after the Closing Date if such carryback is permitted by or (y) was taken into account in the calculation of Purchase Price (as finalized pursuant to Section 10.7(e3.04); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be (iii) net of any Tax detriment in respect of such refund or credit suffered costs and expenses incurred by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainits Subsidiaries, or receive immediate payment from Seller ofincluding Taxes, any refund or credit arising with respect to any such refunds of Taxes. Buyer shall file (or cause to be filed), at the cost and expense of the Transferred Companies relating Seller Parties, all Tax Returns (including amended Tax Returns) claiming any refunds, including through the carryback of any net operating losses that are attributable to Taxes with respect to any taxable a Tax period (ending on or portion thereof) beginning after before the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer which Seller is entitled pursuant to Section 5.13the immediately preceding sentence. All Any payments required to be made pursuant to under this Section 10.3 9.05 shall be made within 30 days after receipt in immediately available funds, to an account or accounts as directed by Seller, within five days of the receipt of the refund or the application of any such refunds as a credit against Tax for which Seller has not otherwise agreed to provide indemnification under this Agreement. For purposes of this Section 9.05, Buyer or any Affiliate of Buyer shall be treated as becoming entitled to a credit in lieu of cash Taxes only if, when and to the Transferred Companiesextent that such credit is actually utilized on a Tax Return filed by the Buyer or an Affiliate of Buyer after the Closing. Notwithstanding anything to the contrary in this Section 9.05, any refunds or credits of Creditable VAT which is the responsibility of the Buyer pursuant to Section 9.07 shall be for the benefit of the Buyer.

Refunds. Any refund Tax refunds that are actually received by the Company Group, and any amounts actually credited against cash Taxes payable by the Company Group (including any interest paid or credited with respect thereto) of or credit for ), in each case with respect to a Pre-Closing Tax Period to the extent such Taxes of or relating to any of were paid by the Transferred Companies for any taxable period ending on or Sellers and their Affiliates, including the Company Group Members, prior to the Closing, or by Sellers and their Affiliates under Section 6.8(b) or 6.8(c) after the Closing Date or for any were specifically included as a liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall bein Company Indebtedness or Net Working Capital in the Final Closing Statement, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall will be for the account of Buyer Sellers, and the Company will pay or cause to the extent that be paid over to Sellers an amount equal to such refund or amount of any such credit is reflected on within 15 days after receipt or provided in the Final Actual Closing Balance Sheet utilization thereof, net of any Taxes or other costs to the extent such refund or credit is Company Group attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount obtaining and receipt of such refund or credit and except to the extent any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer arises as the result of a carryback of a loss or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment other tax benefit from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable a Tax period (or portion thereof) beginning after the Closing Date, any or such refund or credit was included as an asset in the Final Actual Closing Balance Sheet calculation of Company Indebtedness or Net Working Capital, as finally determined pursuant to Section 2.6. Any such refunds or credits relating to any Straddle Period will be equitably apportioned between the Company and Sellers in accordance with Section 6.8(d). Upon reasonable written request of Sellers, Buyer will, at Sellers’ expense, reasonably cooperate with Sellers in causing the applicable Company Group Member to file for, and use commercially reasonable efforts to obtain the receipt of, any refund that is for the account of Sellers under this Section 6.8(h), to the extent permitted by applicable Law. Buyer may request that Sellers provide reasonable documentation in support of such refund request under this Section 6.8(h). To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Entity, Sellers agree to promptly repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Governmental Entity, to the Company Group. The parties hereto acknowledge and agree that Buyer and its Affiliates (including the Company Group Members) shall have the right to set off and withhold from the payment of any amount payable under this Section 6.8(h) the amount of any Taxes allocated for which Sellers are obligated to Buyer pay pursuant to Section 5.136.8(b), Section 6.8(c) or Section 6.8(l). All payments required Notwithstanding anything to be made pursuant the contrary in this Agreement, Seller’s right to any refund of Taxes under this Section 10.3 6.8(h) shall be made within 30 days survive only for so long as the period for which Buyer and its Affiliates (for the avoidance of doubt, including the Company Group Members from and after receipt the Closing) are entitled to indemnification under Section 6.8(l). Unless requested by SellerSellers in writing or otherwise required by applicable Law, Buyer will not carry back, and will not cause or permit any Company Group Member to carry back, any net operating loss, capital, or other Tax attribute of such Company Group Member to any periods ending on or prior to the Transferred CompaniesClosing Date.

Refunds. Any refund (including any interest with respect thereto) Parent or one of or credit for Taxes of or relating its Affiliates shall be entitled to any of the Transferred Companies for any taxable period ending on or prior retain or, to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if extent actually received by or otherwise credited available to Buyer or the Transferred Companiesits Affiliates, paid over promptly to Seller in accordance with the provisions receive prompt payment from Buyer or any of Section 10.5 (and all interest its Affiliates of, any Tax refund or any credit for overpayment of Taxes that are actually received from a Taxing Authority by Buyer or its Affiliates with respect to any Pre-Closing Tax Period relating to the Purchased Assets (other than with respect to any VAT or Conveyance Taxes), net of any reasonable out-of-pocket expenses or Taxes incurred by Buyer or its Affiliates in obtaining such a refunds or credits. Notwithstanding the foregoing, (i) to the extent any such Tax refund shall also is subsequently disallowed or required to be returned to the applicable Taxation Authority and Buyer has paid over such refund to Seller at Parent pursuant to this Section 7.01, Parent and its Affiliates agree to promptly repay the amount received in respect of such time); providedTax refund, howevertogether with any interest and other additional amounts imposed by such Taxation Authority, that to Buyer and (ii) in no event shall this Section 7.01 require the Buyer or any such Affiliate of Buyer to make any payment for a refund or credit shall be for that results from the account payment of Buyer Taxes with respect to the extent that such refund or credit is reflected a Pre-Closing Tax Period made on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if to the extent (X) Buyer was not indemnified or otherwise reimbursed for such carryback is permitted by Section 10.7(e); provided furtherTaxes and (Y) such Taxes were not taken into account in the calculation of Indebtedness or Assumed Net Working Capital, however, or (C) that the amount of such refund or credit and any interest received with respect thereto that is paid gives rise to Seller shall be net of any Tax detriment in respect of such refund or credit suffered a payment obligation by Buyer or any of its Affiliates under applicable Laws or pursuant to a provision of a contract or other agreement entered (or assumed) by Parent, Seller or their Affiliates prior to the Transferred CompaniesClosing. Notwithstanding anything else herein, unless otherwise required by applicable Law, Buyer and its Affiliates shall not amend any Tax Return with respect to a Purchased Asset for a Pre-Closing Tax Period without the prior written consent of Parent. Buyer and the Transferred Companies shall be entitled to retainretain or, to the extent actually received by Parent or its Affiliates, receive immediate prompt payment from Seller Parent or any of its Affiliates of, any refund or credit with respect to (i) VAT or (ii) Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Post-Closing Tax Period. Any Tax refunds or credits for overpayment of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Straddle Periods shall be apportioned between Pre-Closing Date, any refund or credit included in the Final Actual Tax Periods and Post-Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer Tax Periods pursuant to the principles set forth in Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies7.06.

Refunds. Any Except as provided in the Ancillary Agreements, any Tax refund (including any interest actually received with respect thereto) that is actually received by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, or any credit against Taxes that is actually claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser on a Tax Return, for (a) Taxes of or relating to any of the Seller Subsidiaries, the Business or the Transferred Companies Assets for any taxable period ending on or prior to the Closing Date or for (b) any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred CompaniesAncillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be the property of Seller and shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Seller; providedprovided , howeverhowever , that any such refund or credit which is accrued as an asset on the Final Statement of Assets and Liabilities shall be the property of Purchaser. Notwithstanding the foregoing sentence, subject to Section 12.02(e), any Tax refund (or equivalent benefit to Seller or any Affiliates of Seller through a reduction in Tax liability) for a taxable period ending on or before the account Closing Date arising out of Buyer the carryback of a loss or credit of or with respect to the extent that such refund Seller Subsidiaries, the Business or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies Assets arising in a taxable period beginning ending after the Closing Date if such carryback and that is permitted actually received by Section 10.7(e)Seller or any Affiliates of Seller, shall be the property of Purchaser and shall be paid over promptly to Purchaser; provided further, howeverhowever , that to the extent the amount of any such refund or credit and any interest received with respect thereto that is paid due to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled a carry back to retain, or receive immediate payment from Seller of, any refund or credit arising a tax year with respect to any which the statute of limitations has, but for such carryback, expired and such refund is reduced as a result of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit assessment of any additional Taxes allocated to Buyer for which Purchaser could bring a claim for indemnity pursuant to Section 5.13. All payments 12.1(a) but for this sentence, none of Seller, FGWLA or CLAC shall be liable or required to indemnify Purchaser, its Affiliates or the Seller Subsidiaries for such additional Taxes or shall be made pursuant liable or required to indemnify Purchaser, its Affiliates or the Seller Subsidiaries for the amount of any lost refund or for the loss of any carryback item of loss or credit. For purposes of determining whether any refund, credit or equivalent benefit is actually received or claimed for purposes of this Section 10.3 12.03, all such items shall be made within 30 days after receipt applied in the order prescribed by Seller, Buyer or the Transferred Companiesapplicable Tax law.

Refunds. Any Parent may, at its option, cause any of the Company or its Subsidiaries to elect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Parent shall promptly notify Seller of and pay (or cause to be paid) to Seller (i) any refund of Taxes paid by any of the Company or its Subsidiaries for any Pre-Closing Period actually received by the Company or any of its Subsidiaries, (ii) a portion of any refund of Taxes paid by any of the Company or its Subsidiaries for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 9.10(f) hereof) actually received by the Company or any of its Subsidiaries, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Parent, Buyer, the Company or the Company’s Subsidiaries (or any of their respective Affiliates) resulting from such refund; provided, however, that Seller shall not be entitled to any refund (including x) to the extent such refund relates to a carryback of a Tax attribute from any interest period ending after the Closing Date and (y) any refund that was taken into account for the purposes of calculating the Net Working Capital. Buyer or Parent, as applicable, shall pay (or cause to be paid) the amounts described in the second sentence of this Section 9.10(h) within ten (10) Business Days after the actual receipt of the Tax refund giving rise to Buyer’s or Parent’s obligation, as applicable, to make payment hereunder with respect thereto) of or credit for Taxes of or relating to . At Seller’s request, Buyer and Parent, as applicable, shall reasonably cooperate with Seller in obtaining any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes such refunds for which Seller is liable and which Seller has borne entitled pursuant to this Agreement shall beSection 9.10(h), if received including through the filing of amended Tax Returns or refund claims as prepared by or otherwise credited to Buyer or the Transferred CompaniesSeller, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Seller’s expense; provided, however, that any such refund or credit amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Parent for the account of Buyer its review prior to the extent time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Parent and/or Buyer shall not be required to cooperate with Seller in obtaining such refunds (or, notwithstanding anything to the contrary contained herein, consent to the filing of such amended Tax Return) if such refund could reasonably be expected to adversely affect Parent, Buyer, the Company or credit is reflected on the Company’s Subsidiaries (or provided any of their respective Affiliates) in the Final Actual Closing Balance Sheet or any Straddle Period (relating to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount portion of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) Straddle Period beginning after the Closing Date) or Post-Closing Period. To the extent that Buyer or Parent, any as applicable, has paid a Tax refund to Seller and all or credit included in a portion of such Tax refund has subsequently been determined to be due and owed to a Governmental Body under the Final Actual Closing Balance Sheet and any refund procedures of Section 9.10(g) or credit of any Taxes allocated otherwise, Seller shall return to Buyer pursuant to Section 5.13. All payments required such amounts of such refund which have been determined to be made pursuant due and owed to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiessuch Governmental Body.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer Except to the extent that any such Tax refund or credit is credits of Tax liability were specifically reflected on or provided in the Final Actual Closing Balance Sheet Working Capital and were taken into account in determining the Purchase Price or to arises as the extent such refund or credit is attributable to result of a carryback of any a loss or other Tax attribute of any of the Transferred Companies arising in from a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing DateDate (other than a Realized Tax Benefit), the Buyer shall pay to the Sellers Representative for further distribution to the Stockholders and to the Company for further distribution to the Optionholders (which the Company shall, in turn, pay or cause the Subsidiary to pay to the Optionholders within four Business Days by the methods set forth in Section 2.2(b)(ii)), in each case, in their respective Seller Pro Rata Portions, an amount equal to any Tax refunds or credits of Tax liability, including interest paid therewith, in respect of Taxes paid by the Company or the Subsidiary with respect to any Pre-Closing Tax Period or a Pre-Closing Straddle Period net of any out of pocket costs to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit. The Buyer shall pay to the Sellers Representative and the Company the amount of any such refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 15 days after receipt or entitlement thereto. The parties agree that Tax refunds or credits of Tax liability for portion of the Straddle Period ending on and including the Closing Date shall be determined using the methodologies consistent with those for determining Taxes relating to such portion of any Straddle Period as set forth in Section 11.4(d) above. The Buyer shall reasonably cooperate, and shall cause the Company and the Subsidiary to reasonably cooperate, with the Sellers Representative in filing any claims for Tax refunds in respect of Taxes paid by Seller, Buyer the Company for a Pre-Closing Tax Period or the Transferred Companiesa Pre-Closing Straddle Period.

Refunds. Any (i) Except as provided in paragraph (ii), Parent shall be entitled to any Tax refund (including any interest or credit received with respect theretoto Taxes to which a Tax Return described in Section 7.08(a) of relates for a taxable year or period beginning on or before the Closing Date, and to any other Tax refund or credit received with respect to Taxes for Taxes a taxable year or period beginning on or before the Closing Date to the extent that such Tax refund results from losses or credits carried back from a Tax Return described in Section 7.08(a) to a taxable year or period beginning on or before the Closing Date. The Company shall, and shall cause the Company Subsidiaries to, pay to Parent the amount of any Tax refunds or relating credits referred to in the prior sentence upon receipt of such Tax refunds or credits by any of the Transferred Companies Company or the Company Subsidiaries. To the extent not otherwise paid to Parent, Parent shall be entitled to transfer from any account of the Company or any of the Company Subsidiaries managed or otherwise controlled by Parent the amount of any such refund or credit after receipt by the Company or any of the Company Subsidiaries of such refund or credit from the relevant Taxing Authority. (ii) The Company shall be entitled to any Tax refund or credit received with respect to Taxes to which a Tax Return described in Section 7.08(a) relates for a taxable year or period beginning on or before the Closing Date to the extent that such Tax refund results from losses or credits carried back from a Tax Return of the Company or any of the Company Subsidiaries for a taxable year or period beginning after the Closing Date. (iii) At the request of the other, Parent and the Company shall, and shall cause their respective Affiliates to, cooperate in the filing of any claim for refund or credit and in obtaining any refund or credit for any taxable period ending beginning on or prior to before the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Date; provided, however, that the Company shall not, and shall cause the Company Subsidiaries not to, file any claim for such Tax refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable year or period (or portion thereof) beginning after before the Closing Date, any refund or credit included in Date without the Final Actual Closing Balance Sheet and any refund or credit prior written consent of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to Parent (which consent shall not be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesunreasonably withheld).

Refunds. Any refund (including Except as otherwise provided in Section 8.2(b) or this Section 8.7, to the extent any interest with respect thereto) of or credit for Taxes of or relating to any determination of the Transferred Companies Tax liability of the Company, whether as a result of an Audit, a claim for refund, the filing of an amended Tax Return, or otherwise, results in any taxable period ending refund of Taxes paid by the Company on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne by the Sellers after the Closing Date pursuant to this Agreement with respect to any Pre-Closing Tax Period, then, to the extent not reflected in the Closing Date Statement as finally determined and taken into account in finally determining the Actual Closing Date Net Working Capital, Purchaser shall because the Company to promptly pay any such refund and any interest received thereon, if received by or otherwise credited net of any third party out of pocket cost to Buyer or Purchaser and its Affiliates attributable to the Transferred Companiesobtaining and receipt of such refund, paid over promptly to the Seller Representative (for distribution to the applicable Sellers in accordance with the provisions Company Charter as in effect immediately prior to the Closing) upon receipt thereof (or upon application of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit to other amounts of Taxes owed) by the Company. Purchaser and the Company shall not be for the account of Buyer required to pay such refund to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or Seller Representative to the extent such refund or credit is attributable to arises as the result of a carryback of any a loss or other Tax attribute of any of the Transferred Companies arising in benefit from a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any . To the extent such refund is subsequently disallowed or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made returned to the applicable Tax authority, the Seller Representative and 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 Purchaser (or, if directed by Purchaser, the Company). Purchaser shall, and shall cause the Company to, reasonably cooperate with the Seller Representative in obtaining any Tax refunds to which the Sellers would be entitled pursuant to this Section 10.3 shall be made within 30 days after receipt 8.7, as reasonably requested by Sellerthe Seller Representative, Buyer or the Transferred Companiesincluding filing any amended Tax Returns necessary to claim any such refunds.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall will be entitled to retain, or receive immediate prompt payment from Seller of, Purchaser or any of its Affiliates (including the Company and its Subsidiaries) of any refund or credit arising with respect to any of the Transferred Companies Company and its Subsidiaries (including, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) relating to Taxes with respect to any taxable period (Pre-Closing Period. Purchaser and the Company and its Subsidiaries will be entitled to retain, or portion thereof) beginning after the Closing Datereceive prompt payment from Seller of, any refund or credit included in with respect to Taxes with respect to any Post-Closing Period relating to any of the Final Actual Closing Balance Sheet Company and its Subsidiaries. Purchaser and Seller will equitably apportion any refund or credit with respect to Taxes with respect to any Interim Period consistent with the provisions of Section 6.11(a). The amount of any refund or credit which Seller is entitled to retain or receive pursuant to this Section 6.11(j) shall be limited to the amount of such refund or credit that exceeds the portion, if any, of such refund or credit that is reflected as an asset on the Closing Balance Sheet, increased by any interest actually paid with respect to such refund that accrued after the Closing Date. The amount of any refund or credit which Purchaser or Seller is entitled to retain or receive pursuant to this Section 6.11(j) shall be reduced to take account of any Taxes allocated to Buyer pursuant to Section 5.13incurred upon the receipt of such refund or credit. All payments required to be made pursuant to this Section 10.3 6.11(j) shall be made within 30 thirty days after receipt or entitlement to the refund or credit by Seller, Buyer Purchaser, the Company or its Subsidiaries. Notwithstanding anything to the Transferred Companiescontrary in this Section 6.11(j), Seller shall be entitled to receive and retain any Tax refund (including interest actually paid with respect to such refund) which represents a refund of Taxes that it previously paid pursuant to the indemnity provisions in Section 9.4(a).

Refunds. Any Except to the extent taken into account in the calculation of the Transaction Consideration, the Sellers shall be entitled to any refund or credit of Taxes (including any interest with respect theretopaid thereon) of or credit for Taxes of or the Group Companies relating to any of the Transferred Companies Pass-Through Tax Return for any taxable period ending on or prior to the Pre- Closing Date or for Tax Period (other than any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer attributable to the extent carrying back of any Tax attribute that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable Taxable period (or portion thereof) beginning after the Closing Date or to the extent such refunds are received within the (18) month period beginning on the Closing Date). Within fifteen (15) calendar days after receipt or use by Purchaser, the Group Companies or any of their Affiliates of any Tax refund or credit included in the Final Actual Closing Balance Sheet and to which any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Seller is entitled pursuant to this Section 10.3 6.18, Purchaser shall, or shall cause its applicable Affiliate to, deliver and pay over, by wire transfer of immediately available funds into such accounts designated by the applicable Seller, the amount of any such Tax refunds or credits to such Seller. Purchaser shall, and shall cause the Group Companies and their Affiliates to, at the request and expense of Sellers, obtain any Tax refunds to which Sellers are entitled pursuant to this Section 6.18. Any amount payable to Sellers pursuant to this Section 6.18 shall be made within 30 days after receipt net of (a) any out-of-pocket costs or expenses incurred in obtaining such refund of Taxes or in paying such amounts to the Sellers, (b) any Tax required to be withheld on such payment, and (c) any Taxes borne by Seller, Buyer Purchaser or the Transferred Companiesany of its Affiliates.

Refunds. Any Tax refunds, overpayments of Tax or other similar amounts that relate to Pre-Closing Tax Periods or the pre-Closing portion of any Straddle Period shall be for the account of Seller, and Buyer shall cause the Company to pay over to Seller any such refund within 10 days after the receipt or application of such refund; provided, however, that, notwithstanding anything to the contrary in the Agreement, if, at the time any such refund is received or applied, the balance of the Indemnity Escrow Fund has been exhausted or released to Seller pursuant to Section 8.9(c) then Buyer shall be entitled to retain such refunds. Buyer shall use commercially reasonable efforts to cooperate with Seller at Seller’s expense in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (i) Buyer shall not, and shall cause the Company and each of its Subsidiaries to not, waive any carryback of net operating loss or other Tax attribute of the Company or any of its Subsidiaries generated or otherwise attributable to a taxable period ending on or before or including the Closing Date if such waiver would reduce the amount due to Seller pursuant to this Section 6.4(i), (ii) Buyer, the Company and its Subsidiaries will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Tax Law and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (iii) any interest such Tax refunds will be claimed in cash rather than as a credit against future Tax liabilities to the extent allowed under applicable Tax Laws, (iv) Buyer, the Company and its Subsidiaries shall cooperate with respect theretoSeller in preparing and filing Tax Returns (including amendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date, (v) a Tax refund with respect to the portion of a Straddle Period ending on and including the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller be determined in accordance with the provisions of this Section 10.5 6.4(i) and (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or vi) to the extent such refund Tax refunds are reduced because of the inability to close the tax year of the Company or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after its Subsidiaries on the Closing Date if such carryback is permitted by Section 10.7(e); provided furtherDate, however, that then Buyer shall pay over to Seller the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net reduction within ten days of any Tax detriment in respect the application of such refund or credit suffered by Buyer or reduction to the Transferred Companies. Buyer and amount of Taxes paid for the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesapplicable Straddle Period.

Refunds. Any Shareholders (on behalf of Holdco) shall be entitled to any refund (including any interest with respect thereto) of or credit for Taxes of the Company or relating its Affiliates attributable to any of the Transferred Companies for any taxable period periods ending on or prior before to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer except to the extent that such refund attributable to a post-Closing adjustment or credit is reflected on the carryback of any post-closing Tax attribute to any Pre-Closing Period or provided taken into account in the calculation of the Final Actual Closing Balance Sheet or Payment) to the extent such refund (or credit received in lieu thereof) relates to (A) estimated (or similar) tax payment paid by the Acquired Companies prior to the Closing or otherwise economically borne by the Shareholders and (B) any Tax that if it was a liability would be subject to indemnification under this Agreement by the Shareholders (on behalf of Holdco) and is attributable received prior to a carryback the end of the survival of the representations contained in Section 4.5 pursuant to Section 9.1(a), net of any Tax attribute or other cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund. Buyer shall pay, or cause to be paid, to Shareholders (on behalf of Holdco) any amount to which Shareholders (on behalf of Holdco) are entitled pursuant to the prior sentence within fifteen (15) Business Days of the Transferred Companies arising receipt of the applicable refund or credit by Buyer or its Affiliates. All such refunds shall be claimed in cash rather than as a taxable period beginning after credit against future Tax liabilities to the Closing Date extent permitted by applicable Law; provided that if such carryback refund cannot be claimed, Buyer shall pay the Shareholders (on behalf of Holdco) such amount it is permitted by Section 10.7(e); provided furtherentitled within fifteen (15) Business Days of filing such Tax Return electing to credit or carryforward such refund. To the extent any such refund is subsequently disallowed or required to be returned to the applicable Taxing Authority, however, that Shareholders (on behalf of Holdco) agree promptly to repay the amount of such refund refund, together with any interest, penalties or credit and any interest received with respect thereto that is paid other additional amounts imposed by such Taxing Authority, to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesBuyer.

Refunds. Any If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf in connection with a claim pursuant to Section 3 above, Executive becomes entitled to receive any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date Excise Tax to which such Gross-Up Payment relates or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund claim, Executive shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer (subject to the extent that such refund or credit is reflected on or provided in Company’s complying with the Final Actual Closing Balance Sheet or requirements of Section 3 above, if applicable) promptly pay to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Company the amount of such refund or credit and (together with any interest received with respect thereto paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 3 above, a determination is made that is paid to Seller Executive shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall not be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the Transferred Companies relating expiration of thirty (30) days after such determination, then the amount of such payment shall offset, to Taxes with respect to any taxable period (or portion the extent thereof) beginning after , the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit amount of any Taxes allocated to Buyer pursuant to Section 5.13. All payments Gross-Up Payment required to be made paid. 6. Payment of the Gross-Up Payment. Any Gross-Up Payment, as determined pursuant to this Section 10.3 Appendix I, shall be made paid by the Company to Executive within 30 ten (10) days after of the receipt by Sellerof the 280G Firm’s determination that such a Gross-Up Payment is required; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment is remitted to the Internal Revenue Service or any other applicable taxing authority or, Buyer in the case of amounts relating to a claim described in Section 3 above that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Agreement, the Transferred CompaniesCompany may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding.

Refunds. Any (i) If an Acquired Company is entitled to claim a refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability from a Governmental Authority of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning ending on or before the Closing Date or any other Taxes as to which the Seller is responsible to indemnify pursuant to Section 11.8(b), it shall promptly notify the Seller of the availability of such refund claim and, upon the Seller’s request and at the Seller’s expense, shall make a timely claim to such Governmental Authority for such refund. The Seller will be entitled to any credits in lieu of refunds and refunds of Taxes in respect of any taxable period (or portion thereof) ending on or before the Closing Date or any other Taxes as to which the Buyer Indemnitees have been indemnified by the Seller pursuant to Section 11.8(b) (in each case, (w) including pursuant to a claim for refund made pursuant to the preceding sentence, (x) including interest received thereon from the applicable Governmental Authority, (y) except to the extent such Taxes (and any interest) are reflected and included in the Final Closing Statement and (z) reduced by any Taxes and reasonable out-of-pocket expenses attributable to the receipt or realization of such refunds or credits). The Buyer shall cause such refund or the amount of such credit to be paid to the Seller promptly after it is received or applied against any Tax Liability which relates to a taxable period (or the portion of a Straddle Period) that begins after the Closing Date, any . To the extent a refund or credit included in against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, the Final Actual Closing Balance Sheet and any Seller shall pay to the Buyer the amount of such disallowed or reduced refund or credit against Taxes, plus any penalties, interest or other charges imposed by the relevant Governmental Authority with respect thereto. (ii) Except as provided in Section 11.8(g)(i), the Acquired Companies will be entitled to any credits and refunds (including any interest received thereon) in respect of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Sellerfederal, Buyer state, provincial, local or foreign Tax Liability of the Transferred Acquired Companies.

Refunds. Any (a) The Equity Holders shall be entitled to receive all refunds of or amounts credited against Taxes of the Company attributable to any Pre-Closing Taxable Periods, except to the extent that any such refunds or credits were taken into account in the determination of the Closing Working Capital. The Buyer shall pay over to the Equity Holders’ Representative on behalf of the Equity Holders any such refund or the amount of any such credit within ten (10) days after receipt or utilization by the Buyer, the Company or the Surviving Corporation. The Equity Holders’ Representative shall be solely responsible for distributing any such refund to the Equity Holders in accordance with their Allocable Shares. Upon the reasonable request of the Equity Holders’ Representative, the Buyer shall file, or cause the Company or the Surviving Corporation to file, at the expense of the Equity Holders, a claim for refund of any Taxes, including through the filing of amended Tax Returns, carryback filing or otherwise, relating to the Company (or their assets or operations) for any interest Pre-Closing Tax Period in such form as the Equity Holders’ Representative may reasonably request to the extent allowed by Law. The Equity Holders’ Representative shall have the sole right to prosecute such claim for refund. Without limiting the generality of the foregoing, the Buyer shall cause the Company or the Surviving Corporation to the extent allowed by Law to carryback net operating losses generated by the Company in 2014 on its Pre-Closing Tax Period Tax Return to prior Tax years of the Company and make a refund claim for federal and state Income Taxes in all applicable jurisdictions for applicable prior Tax periods. (b) The Buyer shall promptly pay to Equity Holders’ Representative, on behalf of the Equity Holders, an amount equal of the Tax benefit actually realized by a Buyer Group Member resulting from an Income Tax deduction relating to the release of funds from the Escrow to Option Holders in respect of their Options and to ▇▇▇▇▇▇▇ in respect to the ▇▇▇▇▇▇▇ Bonus Payment, determined by the reduction, if any, in Income Tax of the relevant Buyer Group Member due in the relevant taxable year with the use of such Tax benefit (as if it were the first used benefit) taking into account the Income Tax that would have been due by such Buyer Group Member in such taxable year without the use of such Tax benefit (without duplication of those deductions and Tax benefits referenced in Section 10.01(a)). In addition, if pursuant to applicable law, the Company generates a net operating loss in 2014 on its Pre-Closing Tax Period Tax Return and the Company is unable to fully utilize all of its net operating losses by carrying back such losses to prior taxable years of the Company and a portion of such losses are available to be carried forward and utilized by a Buyer Group Member, then the Buyer shall promptly pay to the Equity Holders’ Representative, on behalf of the Equity Holders, an amount equal to the Tax benefit actually realized by a Buyer Group Member as a result of the utilization of such net operating loss carry forwards determined by the reduction, if any, in the Income Tax of the relevant Buyer Group Member due in the relevant taxable year with the use of such Tax benefit (as if it were the first used benefit), taking into account (i) any limitation on the use of such Tax benefit caused by Section 382 of the Code and (ii) the amount of Income Tax that would have been due by such Buyer Group Member in such taxable year without the use of such Tax benefit. For purposes of this Section 10.05(b) the Income Tax rate utilized by the Buyer Group Member in calculating the Tax benefit shall not exceed a combined federal and state Income Tax rate equal to forty-five percent (45%). (c) The Buyer shall promptly deliver to the Equity Holders’ Representative a written schedule setting forth the calculation, in reasonable detail, of each Tax benefit realized by a Buyer Group Member covered by Section 10.05(b). The parties shall endeavor in good faith the resolve any disputes with respect thereto) to the calculation of or credit for Taxes of or such Tax benefits. If the parties are unable to resolve any issue relating to any the calculation of Tax benefits, then the Equity Holders’ Representative and the Buyer jointly shall engage the Independent Accounting Firm to determine the correct treatment of the Transferred Companies for item or items in dispute. Each of the Equity Holders’ Representative, on the one hand, and the Buyer, on the other, shall bear and pay one half of the fees and other costs charged by the Independent Accounting Firm. The determination of the Independent Accounting Firm shall be final and binding on the parties hereto. (d) The Merger Consideration shall be deemed increased by the amount of any taxable period ending on payment required to be made to the Equity Holders or Equity Holders’ Representative under this Section 10.05. The Parties acknowledge and agree that prior to the Closing Date any such payment to any Equity Holder under this Section 10.05 or for any liability of Taxes for which Seller is liable and which Seller has borne otherwise pursuant to this Agreement Agreement, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be, if received by or otherwise credited be entitled to Buyer or the Transferred Companies, paid over promptly to Seller his pro rata portion of such payment in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any terms of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e▇▇▇▇▇▇▇ Agreement (less applicable withholding); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. (i) Any Tax refund (including any interest with in respect theretothereof) received by Purchaser or the Company, and any amounts credited against Tax to which Purchaser or the Company becomes entitled (including by way of or credit for Taxes of or relating any amended Returns) that relate to any of the Transferred Companies for any taxable period period, or portion thereof, ending on or prior to before the Closing Date and that relate solely to the Company (and not Purchaser or its Affiliates) or the Stockholders shall be for the account of the Stockholders, and Purchaser shall pay over to the Stockholders any liability such refund or the amount of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if any such credit within five days after receipt or entitlement thereto. Any Tax refund (including any interest in respect thereof) received by the Stockholders, and any amounts credited against Tax to which the Stockholders become entitled (including by way of any amended Returns) that relate to any taxable period, or otherwise credited portion thereof, beginning after the Closing Date and that relate solely to Buyer the Company, Purchaser or their respective Affiliates shall be for the account of Purchaser, and the Stockholders shall pay over to Purchaser any such refund or the Transferred Companiesamount of any such credit within five days after receipt or entitlement thereto. For purposes of this SECTION 7.4.6, paid over promptly where it is necessary to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such apportion a refund shall also be paid over to Seller at such time); providedor credit between Purchaser and the Stockholders for a Straddle Period, however, that any such refund or credit shall be for apportioned between the account period deemed to end at the close of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that refunds or credits of Taxes imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (ii) The Purchaser shall use its reasonable best efforts to cooperate, and cause the Company to use its reasonable best efforts to cooperate, in obtaining any refund that the Stockholders reasonably believe should be available, including through filing appropriate forms with the applicable taxing authorities. Any out-of-pocket expense incurred by Purchaser or credit included the Company in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 connection with such activities shall be made reimbursed by the Stockholders within 30 ten (10) days after receipt of written notice by Seller, Buyer Purchaser or the Transferred CompaniesCompany of such expense.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which The Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller the Company or the Purchaser of, any Tax refund (including refunds arising by reason of amended returns filed after the Closing Date) or credit arising of any Taxes (plus any interest thereon received with respect thereto from the applicable Taxing Authority) relating to the Company for which the Seller is responsible under Section 4.3(a) or has otherwise paid or caused to be paid. In addition, any reduction of Taxes ("Reduced Taxes") due with respect to any the assets or business of the Transferred Companies relating Company for any period or partial period ending after the Closing Date that is attributable to an adjustment on audit by a Taxing Authority requiring the Company to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax Return as originally filed for periods ending on or prior to the Closing Date shall be credited to the Seller, and the Purchaser shall pay over the amount of such Reduced Taxes with respect to any the Seller promptly after the filing of the Tax Return for the taxable period in which such Reduced Taxes are realized; provided, however, that Purchaser shall only be required to pay such amount to the extent (i) such Reduced Taxes are realized by the Company during a taxable period ending within three (3) years of the Closing Date, (ii) such Reduced Taxes result in an actual reduction of Tax liability of the Company for any period or portion thereof) beginning partial period ending after the Closing Date, and (iii) the adjustment to the Tax Return filed for a period ending on or before the Closing Date giving rise to such Reduced Taxes resulted in an indemnification obligation on the part of the Seller pursuant to Section 4.3(a) hereof. Any dispute with respect to Reduced Taxes shall be resolved by the Tax Dispute Accountants, and any such determination by the Tax Dispute Accountants shall be final. The Purchaser shall be entitled to the benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable Taxing Authority) relating to the Company. The Purchaser and the Seller shall cooperate, and the Purchaser shall cause the Company and its other Affiliates to cooperate, with the Seller with respect to claiming of any refund or credit included referred to in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller4.3(c), Buyer including discussing potentially available refunds or the Transferred Companiescredits and preparing and filing any amended Tax Return or other claim for a refund.

Refunds. Any refund Tax refunds or credits that are received by Buyer and its Affiliates (including any interest with respect theretofor this purpose the Transferred Subsidiaries) of or credit for against Taxes of Seller or relating its Affiliates, including the Transferred Subsidiaries, that relate to any of the Transferred Companies for any taxable period ending on Pre-Closing Period or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit portion thereof shall be for the account of Seller, and Buyer shall pay over, or cause its Affiliates to pay over, the extent that amount of any such refund or credit is reflected on to Seller within five Business Days after the receipt thereof or provided in the Final Actual Closing Balance Sheet application of such refund or credit against amounts otherwise payable by Buyer and its Affiliates (including for this purpose the Transferred Subsidiaries), except to the extent such refund or credit was previously taken into account in (i) reducing the amount of Indemnified Taxes that otherwise would have arisen without taking into account such refund or credit, (ii) reducing the amount of Accrued Income Taxes taken into account as Indebtedness in calculating the Purchase Price as finally determined pursuant to Section 2.7 or (iii) reducing the amount of Liabilities (A) that otherwise would have arisen without taking into account such refund or credit and (B) which reduction in the amount of Liabilities increased the Purchase Price as finally determined pursuant to Section 2.7, in each case, without double counting. Buyer shall, if Seller so requests, file for and obtain or cause its Affiliates, including any Transferred Subsidiary, to file for and obtain, in each case at Seller’s expense, any refunds or credits to which Seller is attributable entitled under this Section 5.6(e), and shall remit to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Seller the amount of such refund or credit to which Seller is entitled pursuant to this Section 5.6(e) and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect Taxes that are imposed on Buyer on the receipt of such refund. If any amounts are paid to the Seller hereunder and the corresponding refund or credit suffered is subsequently denied, reclaimed or must be repaid, the Seller shall repay any such amount to the Buyer within ten days of written demand of Buyer. Without duplication of any of the foregoing, if the amount of Accrued Income Taxes taken into account as Indebtedness in calculating the Purchase Price as finally determined pursuant to Section 2.7 is later determined to not be payable (a “Tax Overprovision”), the amount of such Tax Overprovision shall be for the account of Seller and shall be treated as being received by Buyer upon (i) expiration of the statute of limitations or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainperiod of assessment or collection of any such Tax Overprovision, (ii) receipt of an IRS “no-change” letter (or receive immediate payment from Seller ofany similar determination, any refund opinion, notification or credit arising letter under state, local or foreign law) with respect to any such Tax Overprovision, or (iii) final determination within the meaning of Section 1313 of the Transferred Companies relating to Taxes with respect to any taxable period Code (or portion thereofany similar provision of state, local or foreign law) beginning after of the Closing Date, any refund or credit included amount of income Tax payable in respect of the Final Actual Closing Balance Sheet and any refund or credit year for which such Tax Overprovision arose. Buyer shall pay over to Seller the amount of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made such Tax Overprovision pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies5.6(e).

Refunds. Any refund (including a) The amount of any interest with respect thereto) refunds of or credit for Taxes of or relating to any of the Transferred Companies Company Party for any taxable period ending on or prior to the Pre-Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit Period shall be for the account of Buyer Sellers. Purchaser agrees to the extent that pay to Sellers any such refund received (whether by payment, credit, offset or credit is reflected on otherwise, and together with any interest thereon) after the Closing by Purchaser or provided its Affiliates, including the Company Parties, net of any reasonable costs or expenses incurred by Purchaser or its Affiliates in the Final Actual Closing Balance Sheet or procuring such refund. Purchaser shall provide reasonable cooperation to the extent Sellers and Sellers’ Affiliates in order to take all necessary steps to claim any such refund. Any such refund received by Purchaser, its Affiliates or credit any Company Party shall be paid to Sellers within thirty (30) days after such refund is attributable to a carryback received, net of any Tax attribute reasonable costs or expenses incurred by Purchaser or its Affiliates in procuring such refund. Purchaser agrees to notify Sellers within ten (10) days following the discovery of a right to claim any such refund and upon receipt of any such refund. Purchaser agrees, at Sellers’ expense, to (i) claim any such refund as soon as possible after the discovery of a right to claim a refund and (ii) furnish to Sellers all information, records and assistance necessary to verify the amount of the Transferred Companies refund or overpayment. (b) The amount of any refunds of Taxes of any Company Party for any Post-Closing Period shall be for the account of Purchaser. Sellers agree to pay to Purchaser any such refund received (whether by payment, credit, offset or otherwise, and together with any interest thereon), net of any reasonable costs or expenses incurred by Sellers or their Affiliates in procuring such refund, after the Closing by Sellers or their Affiliates, within thirty (30) days after such refund is received. (c) Purchaser shall not, and shall cause the Company Parties not to, carry back any Tax item of such Company Party arising in a any taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund to a taxable year ending on or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after before the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any The amount of any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies Company for any taxable Pre-Closing Tax Period (other than any refund resulting from the carryback of a net operating loss or other Tax attribute from a period beginning after the Closing Date to a period ending on or prior to the Closing Date or for any liability of Taxes for Date, which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer) received by Buyer or the Company after the Closing Date (or credited against Taxes of Buyer or the Company attributable to Tax periods after the extent Closing Date) in respect of Taxes of the Company paid on or before the Closing Date or were otherwise borne by Seller pursuant to this Agreement (each a “Tax Refund”) shall be for the account of Seller; provided, that such refund amounts shall be net of (i) any third party costs or credit is reflected on expenses incurred by the Company or provided Buyer after the Closing Date in obtaining such Tax Refunds after the Final Actual Closing Balance Sheet Date, (ii) any undisputed amounts owed by Seller pursuant to Section 7.2(a) or Section 10.2(a) and (iii) any Taxes borne by Buyer, the Company, or any of their Affiliates as a result of its receipt of such Tax Refund that are not otherwise borne by Seller pursuant to the extent such refund or credit is attributable to a carryback this Agreement. The amount of any Tax attribute refund of any Taxes of the Transferred Companies arising in a taxable Company for any Tax period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that shall be for the account of Buyer. The amount of such any refund or credit and of Taxes of the Company for any interest received with respect thereto that is paid to Seller Straddle Period shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. equitably apportioned between Buyer and Seller in accordance with the Transferred Companies principles set forth in Section 7.2(b). Each Party shall be forward, and shall cause its Affiliates to forward, to the Party entitled to retain, or receive immediate payment from Seller of, any a refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Tax pursuant to this Section 10.3 shall be made 7.2(e) the net amount of such Tax Refund within 30 thirty (30) days after receipt such refund is received. If there is a subsequent reduction by Sellera Governmental Authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller pursuant to this Section 7.2(e), then Seller shall pay to Buyer an amount equal to such reduction plus any interest or the Transferred Companiespenalties imposed by a Governmental Authority with respect to such reduction.

Refunds. Any refunds of Taxes (together with any interest with respect thereto) paid to or in respect of the Company or any Subsidiary and that (i) relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, other than any refunds or credits reflected as an asset in the determination of Net Working Capital and taken into account in computing any adjustment to Purchase Price pursuant to Section 1.2 and (ii) relate to Tax periods or portions thereof beginning on the day after the Closing Date shall be for the account of Buyer. Buyer or Seller, as the case may be, shall pay over to Seller or Buyer, as the case may be, any such refund or the amount of any such credit (including in each case, together with any interest with respect thereto) within fifteen (15) days after receipt thereof; provided, however, that Buyer and Seller shall not be required to pay any amount to the other party to the extent of any amounts for which Buyer or Seller has claimed indemnification pursuant to Section 4.2 hereof and for which the other party has not yet indemnified the party making such indemnification claim; further provided, however, that any amounts in excess of such unpaid but claimed indemnification amount shall be due and payable. Any refunds or credits of Taxes (together with any interest with respect thereto) of the Company or credit for Taxes of or relating to any of the Transferred Companies Subsidiary for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning before but ending after the Closing Date shall be equitably apportioned between Seller and Buyer. Buyer shall, if Seller so requests and at Seller’s expense, prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Seller is entitled under this Section 4.3 so long as such carryback is permitted by Section 10.7(e); provided furtheractions do not have an adverse effect on Buyer, howeverthe Company or any Subsidiary. Seller shall reimburse, that indemnify and hold harmless each of the amount of such refund Buyer, the Company and each Subsidiary for, from and against any and all liabilities for or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit Taxes arising with respect to any of refunds or credits. Buyer shall not prepare, execute and file any claims for refunds or credits, or cause the Transferred Companies relating Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Buyer is entitled under this Section 4.3 so long as such actions would have an adverse effect on Seller. Buyer shall reimburse, indemnify and hold harmless Seller for, from and against any and all liabilities for or with respect to Taxes arising with respect to any taxable period (refunds or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiescredits.

Refunds. Any (i) If the Purchaser or any MCH Company receives any Tax refund (including any interest with in respect theretothereof) of or credit for Taxes of or relating that relates to any Pre-Closing Tax Period or portion of the Transferred Companies for any taxable period a Straddle Period ending on or prior before the Closing Date, for any such MCH Company, such Tax Refund shall be for the account of the Seller, and, except to the extent that the amount of such Tax refund was taken into account in the computation of the Purchase Price Adjustment for such MCH Company or its Portfolio Segment, the Purchaser shall pay over (or cause such MCH Company to pay over) to the Seller in cash the Net Tax Refund relating to such refund (together with interest, if any) within 15 calendar days after receipt of such refund. For purposes of this Section 7.1(c), where it is necessary to apportion a refund between the Purchaser and the Seller for a Straddle Period, such refund shall be apportioned between the period deemed to end at the close of the corresponding Closing Date or for any liability and the period deemed to begin at the beginning of the day following such Closing Date on the basis of an interim closing of the books of the corresponding MCH Company, except that refunds of Taxes for which imposed on a periodic basis (e.g., real property Taxes) shall be allocated on a daily basis. (ii) The Purchaser shall cooperate, and cause each MCH Company that is a Transferred Interest to cooperate, in obtaining any Tax refund that the Seller is liable and which Seller has borne pursuant to this Agreement shall bereasonably believes should be available, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance including through filing appropriate forms with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)applicable Tax authority; provided, however, that any requesting or obtaining such a Tax refund would not adversely affect the Taxes or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any position of the Transferred Companies arising in a Purchaser, such MCH Company or any subsidiary of such MCH Company for any post-Closing taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any refund The Buyer shall pay (or cause to be paid), net of reasonable expenses incurred in connection therewith (provided, however, such expenses shall not include costs incurred in connection with the ordinary course preparation and filing of any Tax Return for a Post-Closing Tax Period or in accordance with Section 10.3), to the Seller (a) any Tax refunds (including any interest with respect theretopaid thereon) of that are received by any Transferred Entity or credit for Taxes of the Buyer (or relating to any Affiliate of the Buyer), and any amounts credited or creditable against Tax (or otherwise Tax compensated or compensable) to which any Transferred Companies for Entity or the Buyer (or any taxable period ending on Affiliate of the Buyer) becomes entitled, that relate to Taxes that are Excluded Liabilities or prior Covered Taxes, to the Closing Date or extent the Seller is required to reimburse the Buyer for such Covered Taxes pursuant to Section 10.03, and (b) any liability over accruals of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or that are accrued as a Liability in the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Final Closing Statements; provided, however, that any such refund or credit the Buyer shall be for the account of Buyer entitled to any Tax refunds to the extent that such refund or credit is refunds are reflected on or provided in as an asset for purposes of, and taken into account in, the Final Actual Closing Balance Sheet Statement. The Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which the Seller is entitled pursuant to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companiesimmediately preceding sentence. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All Any payments required to be made under this Section 10.06 shall be made in immediately available funds, to an account or accounts as directed by the Seller, within fifteen (15) days of the receipt of the refund, the filing of a Tax Return reflecting availability of the credit or the filing of a Tax Return showing a lesser amount of Taxes payable than the amount accrued therefor as a Liability on the Final Closing Statement, as applicable. Notwithstanding anything to the contrary herein, Section 7.15 of the Disclosure Letter and not this Section 10.06 shall govern as it relates to the tax refund matters set forth thereon. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, if any Tax refund or credit payment to the Seller pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.10.06 or,

Refunds. Any refund To the extent any Tax is refunded (including any interest with respect theretoin cash or by way of a credit of Taxes) of to Seller or credit for Taxes of its Affiliates or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or its Affiliates (including the Transferred CompaniesAcquired Entities following the Closing) after the Closing Date, such refund shall be paid over promptly to Seller in accordance with or Buyer, respectively, based on whether Seller, on one hand, or Buyer and its Affiliates (including the provisions Acquired Entities), on the other hand, would be liable for such Tax under this Agreement if instead of Section 10.5 being refunded it actually became due (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, provided that any such refund or credit refunds of Taxes reflected as a liability on the Balance Sheet shall be for the account of Buyer Seller). Such amounts shall be paid to the extent that such refund or credit is reflected on or provided party entitled thereto within thirty (30) days following receipt (or, in the Final Actual Closing Balance Sheet or to case of a credit, following the extent end of the year in which such credit arises). Any refund or credit of Taxes in respect of the Acquired Entities that is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising Straddle Period shall be equitably apportioned between Buyer and Seller in a taxable period beginning after manner consistent with the Closing Date principles of Section 6.6 and this Section 6.7. By way of example and not limitation, if such carryback an Excluded Tax is permitted by Section 10.7(e); provided furtherrefunded, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, such refund. If any portion of any refund or credit arising with is subsequently disallowed, then amounts previously paid hereunder in respect thereof shall be promptly reimbursed to any the paying party. Buyer shall cooperate, and shall cause each of the Transferred Companies relating Acquired Entities to cooperate, with commercially reasonable requests by Seller to pursue refunds of Taxes with respect to which Seller would be entitled under this Section 6.7 provided that, prior to pursuing any taxable period such refund, Seller has agreed to reimburse Buyer and the Acquired Entities for any Taxes resulting from the receipt of such refunds (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any Taxes thereon, net of the Tax benefit of paying such refund or credit to Seller) and to reimburse Buyer for third-party out of any Taxes allocated pocket costs incurred to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiespursue such refund.

Refunds. Any refund Except to the extent included as an asset in the determination of Excluded Taxes, Company Stockholders will be entitled to all Tax refunds, Tax credits or Tax overpayments of the Company or any Company Subsidiary for Pre-Closing Tax Periods; provided that such amounts will be net of: (including i) any interest with respect theretoreasonable out-of-pocket costs incurred in obtaining such refund, credit or overpayment of Taxes, (ii) any Tax required to be withheld on such amount, and (iii) any Taxes borne by Buyer, the Company or any Company Subsidiary as a result of their receipt of such refund, credit or credit for Taxes overpayment of or relating Tax. For the avoidance of doubt, the Company Stockholders will not be entitled to any payment or other benefit in the event any of Buyer, the Transferred Companies for Company, or the Company Subsidiaries receives any taxable period ending on or prior to the Closing Date or for any liability refund of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, Pre-Closing Tax Period that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to carrying back to a carryback of any Pre-Closing Tax attribute of any of the Transferred Companies arising Period a net operating loss or tax credit that arose in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date. If Buyer, the Company or any Company Subsidiary or any of their affiliates receives any such net Tax refund or Tax credit included in or benefit from a Tax overpayment to which the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Company Stockholders are entitled pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller7.17(h) (each a “Pre-Closing Tax Refund”), Buyer Buyer, the Company or the Transferred CompaniesCompany Subsidiaries, as applicable, will promptly pay (or cause their respective affiliates to pay) the amount of such Pre-Closing Tax Refund (including interest only to the extent a Governmental Entity actually paid or credited ▇▇▇▇▇, the Company, the Company Subsidiary, or such affiliate for interest with respect to such refund) to the Company Stockholders. In the event that any Pre-Closing Tax Refund is required to be repaid to the applicable Governmental Entity, the Company Stockholders will promptly pay in accordance with their Pro Rata Shares an amount equal to such repaid Pre-Closing Tax Refund (together with any applicable interest and penalties) to Buyer.

Refunds. Any The Sellers shall be entitled to retain, or receive ------- immediate payment from any Company, its subsidiaries or the Purchaser of, any tax refund (including including, without limitation, refunds arising by reason of amended returns filed after the Closing Date) or credit of federal, state, local or foreign taxes (plus any interest thereon received with respect theretothereto from the applicable taxing authority) of or credit for Taxes of or relating to any Company or any of the Transferred Companies for any taxable its subsidiaries, that were paid with respect to a period ending on or prior to the Closing Date and if Sellers were liable under this Agreement for the payment of such Taxes, provided that there is no corresponding increase in a Tax attributable to the Purchaser, the Companies or for their subsidiaries after the Closing Date. In addition, any liability reduction of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority "Reduced Taxes") due with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund the ------------- assets or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any business of the Transferred Companies arising in a taxable or their subsidiaries for any period beginning or partial period ending after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid attributable to Seller an adjustment on audit by a taxing authority requiring the Companies or their subsidiaries to capitalize expenses or otherwise defer deductions that were currently deducted on a Tax return as originally filed for periods ending on or prior to the Closing Date shall be net credited to the Sellers, and Purchaser shall pay over such Reduced Taxes to the Sellers promptly after the receipt of any refund of Taxes attributable thereto or the payment of any Reduced Tax or the reporting of any Tax detriment liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Purchaser, if any, to amend any Tax returns in order to pursue such refund. Any dispute with respect of to Reduced Taxes shall be resolved by the Third Party Accountant, and any such refund or credit suffered determination by Buyer or the Transferred CompaniesThird Party Accountant shall be final. Buyer and the Transferred Companies The Purchaser shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any the benefit of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of federal, state, local or foreign taxes (plus any Taxes allocated interest thereon received with respect thereto from the applicable taxing authority) relating to Buyer pursuant any Company or any of its subsidiaries, that were paid with respect to Section 5.13a period after the Closing Date. All payments required In addition, any tax refund for a period before the Closing Date arising out of the carryback of a loss or credit incurred by the Companies or their subsidiaries in a taxable period ending after the Closing Date shall be the property of Purchaser and, if received by the Sellers, shall be paid over promptly to be made pursuant the Purchaser. The Purchaser and the Sellers agree to cooperate, and the Purchaser agrees to cause each Company, its subsidiaries and its other affiliates to cooperate with the Sellers, with respect to claiming any refund referred to in this Section 10.3 4.4(d), provided that the Sellers shall not be made within 30 days obligated by the terms of this Section 4.4(d) to amend any Tax return previously filed in order to claim a refund attributable to the carryback of a loss or credit incurred by the Companies or their subsidiaries in a taxable period after receipt by Seller, Buyer or the Transferred CompaniesClosing Date.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of BrandCo and LicenseCo arising from or relating to any of the Transferred Companies for any taxable in connection with a Tax period ending on or prior to the Initial Closing Date (each, a “Pre-Closing Tax Period”), or any Taxes borne directly or indirectly by the Seller that are refunded to, or credited against a liability for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beof, if received by or otherwise credited to the Buyer or any of its Affiliates (including, after the Transferred CompaniesInitial Closing Date, paid over promptly to Seller in accordance with the provisions of Section 10.5 (BrandCo and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit LicenseCo) shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and Seller (including any interest received paid with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainapplicable Governmental Authority, or receive immediate payment from Seller of, but excluding any refund or credit arising with respect attributable to any of the Transferred Companies relating to Taxes with respect to any taxable period loss in a tax year (or portion thereofStraddle Period) beginning after the Initial Closing applied (e.g., as a carryback) to income in a tax year (or a portion of a Straddle Period) ending on or before the Initial Closing Date) (and such amounts, collectively, “Pre-Closing Tax Refunds”), and the Buyer shall pay over to Seller an amount equal to such Pre-Closing Tax Refund within ten (10) days of receipt of such Pre-Closing Tax Refund; provided, however, Buyer shall not be required to pay over to Seller any such Pre-Closing Tax Refund or the amount of any such credit up to the amount of any Tax asset set forth on the face of the BrandCo Financial Statements and the LicenseCo Financial Statements, as such Tax asset is adjusted for the passage of time through the Initial Closing Date in accordance with past custom and practice of BrandCo and LicenseCo in filing their Tax Returns. The Buyer and its Affiliates shall, and shall cause BrandCo and LicenseCo to, promptly take all actions (including any action reasonably requested by the Seller) to file for and obtain any such refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiescredit.

Refunds. Any refund Except for refunds, receivables or credits that are included in the Working Capital Statement or have reduced Taxes that are accrued or reserved against in the Working Capital Statement, Pfizer shall be entitled to retain, or receive prompt payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any interest refund or credit with respect theretoto Taxes (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) of or credit for Taxes of or relating with respect to any of the Transferred Companies for any taxable Tax period ending on or prior to before the Closing Date relating to the Conveyed Subsidiaries, any of their Subsidiaries or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beAsset Selling Corporation, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that (i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive prompt payment from Pfizer of, any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected arises as a result of the use or application (as provided in Section 7.4(d)) of any net operating loss, net capital loss, foreign tax credit, research and development credit or other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries arising in any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries that ends on or provided in before the Final Actual Closing Balance Sheet Date or that includes the Closing Date, and (ii) to the extent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries) incurs any detriment as a result of the carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such net operating loss, net capital loss, foreign tax credit, research and development credit, or other item or credit, such as, for example, a dilution in the foreign tax credit allowed to Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be entitled to receive prompt payment from Purchaser of the refund or credit is attributable to a carryback of any Tax attribute of received or enjoyed by the Purchaser or any of its Affiliates (including the Transferred Companies arising in Conveyed Subsidiaries or their Subsidiaries) as a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount result of such refund or credit carryback. Purchaser, the Conveyed Subsidiaries and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies their Subsidiaries shall be entitled to retain, or receive immediate payment from Seller Pfizer of, any refund or credit arising not described in Section 7.4(e)(ii) with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit included with respect to Taxes not described in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated Section 7.4(e)(ii) with respect to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesa Straddle Period.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate prompt payment from Seller ofBuyer or any of its Subsidiaries or Affiliates (including the Transferred Company) with respect to, any refund refund, credit, offset or other similar benefit actually received (or in the case of an offset or credit arising against a Tax otherwise owing, the amount by which a tax liability was actually offset or reduced by way of credit) with respect to any of Taxes attributable to the Transferred Companies relating to Taxes with respect to Company for any taxable period (or portion thereof) beginning Pre-Closing Tax Period, including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, but excluding any amounts taken into account under Section 7.06(d)(iv). In connection with the foregoing, if Seller determines that the Transferred Company is entitled to file or make a formal or informal claim for a refund of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period, Seller shall be entitled, at Seller’s expense, to require that Buyer cause the Transferred Company to file or credit included make, such formal or informal claim for refund, 78 and Seller shall be entitled to control the prosecution of such claim for refund; provided, however, (i) that Seller shall provide Buyer with a copy of the claim for refund at least thirty (30) days before the due date, and (ii) that Buyer shall have fifteen (15) days to review the claim and shall file, or cause to be filed, such claim for refund if it consents to the filing, which consent shall not be unreasonably delayed, withheld or conditioned. Buyer shall cooperate, and cause its Affiliates and the Transferred Company to cooperate, with respect to any claim for refund made in accordance with the Final Actual Closing Balance Sheet preceding sentence and any refund shall pay, or credit cause the Transferred Company to pay, to Seller the amount (including interest) of any related refund, credit, offset or other similar benefit received or realized by Buyer or any Affiliate thereof (including the Transferred Company), net of any unreimbursed reasonable costs incurred by Buyer or its Affiliates in respect of obtaining such refund, credit, offset or other similar benefit, within five days of receipt (or realization) thereof. Buyer and Seller shall equitably apportion any refund, credit, offset or other similar benefit received or realized with respect to Taxes allocated attributable to the Transferred Company for a Straddle Tax Period in a manner consistent with the principles set forth in Section 7.06(d)(iii). For the avoidance of doubt, Seller is not entitled to any refund, credit, offset or other similar benefit resulting from the carryback of a tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period. Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt entitled to all refunds of Taxes in respect of Taxes that relate to Post-Closing Tax Periods, and Seller shall promptly pay over any such refunds received by Seller, Buyer Seller or its Affiliates (not including the Transferred CompaniesCompany) after the Closing to Buyer.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Parent shall be entitled to retainretain (on behalf of the Sellers), or receive immediate payment from Seller Purchaser of, any Tax refund or credit arising to which any Transferred Entity or Joint Venture becomes entitled with respect to any Pre-Closing Period attributable to any (a) Seller Indemnified Taxes received (or in the case of credits, actually utilized) by Purchaser or any of its Affiliates (including the Transferred Entities) after the Closing Date, or (b) items set forth on Section 8.8 of the Transferred Companies relating Parent Disclosure Letter to the extent Taxes with respect to such items were economically borne by Parent, and in each case, which were not reflected as an asset on the Final Closing Statement or taken into account in the calculation therein (such Tax refund or credit, “Tax Refunds”). If Purchaser or any taxable of its Affiliates (including the Transferred Entities) or the Joint Ventures actually receives a Tax Refund or if a Tax Refund is applied to a current year Tax, then Purchaser shall pay, or cause its Affiliates to pay, to Parent the amount of such Tax Refund (including any interest paid thereon by the relevant Tax authority and net of any reasonable out-of-pocket costs incurred by Purchaser or its Affiliates in obtaining any such Tax Refund) within fifteen (15) days of the receipt of the Tax Refund or the application of such Tax Refund against actual cash Tax liabilities otherwise payable, as applicable. Notwithstanding the foregoing, Parent shall not be entitled to (i) any Tax Refund attributable to any Loss or other attribute arising in a Tax period (or portion thereof) beginning commencing after the Closing Date, (ii) any refund Tax Refund included as an asset in Working Capital, Zeolyst Working Capital, or credit included in the Final Actual Closing Balance Sheet Indebtedness and (iii) any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments Tax Refund that is required to be made paid to a third party pursuant to an agreement in place as of the Closing. In the event any Tax Refund paid to Parent pursuant to this Section 10.3 8.8 is subsequently disallowed or required to be repaid to the applicable Governmental Entity, Parent shall be made within 30 days after receipt by Seller, Buyer promptly repay to Purchaser or the applicable Transferred CompaniesEntity or Joint Venture the amount of such Tax Refund previously paid to Seller. If Parent determines that any Transferred Entity or Joint Venture is entitled to file or make a formal or informal claim for refund under this Section 8.8, then Purchaser will, if Parent so requests and at Parent’s expense, cause the relevant Transferred Entity or Joint Venture to file or make such claim, including through the prosecution of any proceeding which Parent directs such Transferred Entity or Joint Venture to pursue. The parties hereto intend that any such payment pursuant to this Section 8.8 be treated for U.S. federal and applicable state and local income Tax purposes as an adjustment to the purchase price (as determined for Tax purposes) of the Equity Interests and shall act consistently therewith for all applicable Tax purposes (including filing Tax Returns) unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code).

Refunds. Any Parent shall be entitled to retain (on behalf of the Sellers), or receive prompt payment from Purchaser of, any Tax refund or credit in lieu thereof (including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) actually realized in cash or as an amount credited against Taxes otherwise payable by any interest Transferred Entity with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable Tax period ending on or prior before the Closing Date, except to the Closing Date extent: (i) attributable to the carryback of a net operating loss or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received other Tax attribute from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after (or in the case of Transferred Entities that are residents of Canada for purposes of the Income Tax Act (Canada), on) the Closing Date, any refund or credit included (ii) specifically identified and taken into account in the Final Actual calculation of Working Capital or Indebtedness, (iii) received by Purchaser or any of the Transferred Entities more than eighteen (18) months after the Closing Balance Sheet and any refund Date, or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments (iv) required to be made paid by any of the Transferred Entities, or any of their respective Affiliates to any other Person pursuant to a Contract entered into prior to the Closing (other than this Agreement). Any amount that Parent is entitled to under this Section 10.3 8.10 shall be made net of any costs, expenses or Taxes incurred by Purchaser, any Transferred Entity or any of their respective Affiliates in connection with the obtaining, receiving, or paying over any Tax refunds or credits. If Parent determines that any Transferred Entity is entitled to file or make a claim for refund or to file an amended Tax Return providing for a refund with respect to a taxable period ending on or before the Closing Date, then Purchaser will, if Parent so reasonably requests in writing within 30 days six (6) months after receipt by Sellerthe Closing Date and at Parent’s upfront expense, Buyer cause the relevant Transferred Entity to file or the make such claim or amended Tax Return unless doing so could reasonably be expected to have a non-de minimis adverse effect on Purchaser, any Transferred CompaniesEntity, or any of their respective Affiliates.

Refunds. (a) Any refund (including any interest with respect thereto) refunds of or credit for Taxes of or relating attributable to any of the Transferred Companies for any taxable period ending on or prior to the Pre-Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit Period shall be for the account of Buyer Sellers and shall be paid by Purchaser to Sellers (in proportion to their respective interests in the Company prior to the transactions contemplated by this Agreement) within five (5) days of receipt of any such refund except to the extent that such Tax refund or credit is reflected on or provided was taken into account for purposes of calculating the Purchase Price after giving effect to all adjustments set forth in Section 2.2. In determining the Final Actual Closing Balance Sheet or to the extent such portion of a Tax refund or credit is attributable relating to a carryback Pre-Closing Period, any refund of any Tax attribute Taxes relating to a Straddle Period shall be equitably apportioned between the portion of any such period ending on the Closing Date and the portion of the Transferred Companies arising in a such taxable period beginning on the day after the Closing Date. Purchaser shall provide reasonable cooperation to Sellers and Sellers’ Affiliates at Sellers’ expense in order to take all necessary steps to claim any such refund. Purchaser shall notify Sellers within ten (10) days following the discovery of a right to claim any such refund and upon receipt of any such refund. Purchaser agrees to claim any such refund as soon as possible after the discovery of a right to claim a refund and to furnish to Sellers all information, records and assistance necessary to verify the amount of the refund or overpayment at Sellers’ expense. (b) Purchaser shall not, and shall cause the Company and the Subsidiaries not to, carry back any Tax Item of the Company or its subsidiaries arising in any taxable period beginning at or after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any a taxable period (or portion thereof) beginning after year ending before the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments except as required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesapplicable Law.

Refunds. Any refund After the Closing Date, excluding any Purchaser Tax Refunds, the Sellers shall be entitled to all Tax refunds (including any interest or Overpayment Credits) with respect thereto) of or credit for Taxes of or relating to the Company with respect to any Pre-Closing Tax Period but only to the extent such Tax refunds (or Overpayment Credits) (1) are received(or, in the case of Overpayment Credits, utilized) by Purchaser or the Transferred Companies for any taxable period ending Company and (2) are attributable to (A) Taxes paid by, on behalf of, or with respect to the Company on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne otherwise paid by Sellers pursuant to this Agreement shall beSection 9.02, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer B) Taxes to the extent that such refund or credit is reflected on or provided included in the calculation of Final Actual Closing Balance Sheet Debt or Final Net Working Capital, or (C) Taxes indemnified by the Sellers under this Agreement. Purchaser will pay over to the extent Sellers any such Tax refund or credit is attributable to a carryback 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 attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if Return where such carryback Overpayment Credit is permitted by Section 10.7(eused to reduce Taxes otherwise payable); provided furtherthat, howeverany such payments to the Sellers shall be reduced by any Taxes (including withholding Taxes) and reasonable costs and expenses attributable to the receipt or delivery of such Tax refund (or application of Overpayment Credits). Should Purchaser or the Company or any of their Affiliates be required by a Governmental Entity to return or pay over any such Tax refund or Overpayment Credit, that the Sellers shall pay over to Purchaser (or its designee) the full amount of any such Tax refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments Overpayment Credit required to be made pursuant to this Section 10.3 shall be made returned or paid over (along with any applicable interest, penalties or additions thereon) within 30 days after five (5) Business Days of receipt by Seller, Buyer or of request for the Transferred Companiessame from the Purchaser.

Refunds. (a) Any refund (including any interest with respect thereto) of Tax refunds that are received by the Purchaser or credit the Companies that relate solely to the Companies or their Subsidiaries for Taxes of Tax periods or relating to any of the Transferred Companies for any taxable period portions thereof ending on or prior to before the Closing Effective Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer the Sellers, and Purchaser shall pay over the amount of any such refund within fifteen (15) days after receipt of entitlement thereto. Any Tax refunds that are received by the Purchaser or the Companies that relate solely to the Companies or their Subsidiaries for the period commencing on the Effective Date and ending on the Closing Date, to the extent that the Sellers have paid, or otherwise borne, the Tax which is the subject of the Tax refund, then such refund shall be for the account of the Sellers, and Purchaser shall pay over the amount of any such refund within fifteen (15) days after receipt or credit is reflected entitlement thereto. Any Tax refunds received by Sellers that relate to (i) Tax periods or portions thereof on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted of Taxes paid by Section 10.7(e); provided furtherthe Purchaser, howeverthe Companies or their Subsidiaries, that (ii) the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after thereof commencing on the Effective Date and ending on the Closing Date, any refund of Taxes paid or credit included in otherwise borne by the Final Actual Closing Balance Sheet and any refund Purchaser or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 (iii) Transfer Taxes, shall be made paid over to the Purchaser within 30 fifteen (15) days after the receipt by Seller, Buyer or the Transferred Companiesentitlement thereto.

Refunds. Any refund (including The Buyer and the Company shall pay or cause to be paid to the Sellers in accordance with their respective Allocable Percentages, in immediately available funds using wire transfer instructions as designated in writing by the Sellers’ Representative, any refunds of or amounts currently credited against the Taxes of the Company to which Buyer or the Company becomes entitled plus any interest received with respect thereto) of or credit for Taxes of or relating thereto from the applicable Taxing authorities that relate to any of the Transferred Companies for any taxable Taxable period ending on or prior to the Closing Date less any increase in Taxes or for any liability third party expenses of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to the Buyer or the Transferred Companies, paid over promptly Company attributable to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit, within ten (10) days of receipt thereof or use of the credit by the Buyer or the Company, provided that the Buyer or the Company may elect to carry back losses from post-Closing periods to pre-Closing periods, in which case the refunds attributable to such carryback shall be for the account of Buyer to the extent that such refund Buyer. Any refunds or credit is reflected on or provided credits of Taxes of the Company for any Straddle Period shall be apportioned between the Parties in the Final Actual Closing Balance Sheet or same manner as the liability for such Taxes is apportioned pursuant to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that clause (ii) above. If the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of Taxes of the Company that was paid to the Sellers’ Representative and/or the Sellers is subsequently disallowed or reduced by any Governmental Authority, then such receiving Persons shall promptly pay to the Buyer the amount of such Taxes allocated incurred as a result of such disallowed or reduced refund or credit (adjusted to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt take into account the adjustment above for Taxes incurred by Seller, the Buyer or the Transferred CompaniesCompany attributable to such refund or credit).

Refunds. Any refund refunds (or credits for overpayment) of Taxes, including any interest with respect thereto) of or credit for Taxes of or relating received from a Tax authority, attributable to any Pre-Closing Tax Period of the Transferred Companies for any taxable period ending Company and which are received by Purchaser or the Company on or prior to the third anniversary of the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that Stockholders, net of any Taxes and any reasonable out-of-pocket costs of the Purchaser or the Company incurred in connection with obtaining such refund or credit is reflected on or provided refund, in the Final Actual Closing Balance Sheet or each case, except to the extent such refund Tax refunds or credit is credits result from or are attributable to a the carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund loss or credit arising with respect to in any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date. No later than five Business Days following the Company’s receipt of any such refund (or credit for overpayment), Purchaser shall pay over to the Stockholders for further distribution to the Stockholders the amount of any such refund (or the amount of any such credit), net of any Taxes and any reasonable out-of-pocket costs of the Purchaser or the Company incurred in connection with obtaining such refund, including any interest thereon. If Purchaser, the Company or their Affiliates are required to repay any such refund or credit included in the Final Actual Closing Balance Sheet and any interest thereon to the applicable Governmental Authority, the Stockholders shall promptly pay the amount of such refund or credit (and any interest thereon and any costs and expenses incurred by Purchaser, the Company or their Affiliates in connection therewith) to Purchaser within ten (10) days of any Taxes allocated the receipt of notice from Purchaser. For purposes of this Agreement, a refund shall only be treated as received when the refund is received in cash, and a credit shall only be treated as received when such credit is used to Buyer pursuant reduce a Tax liability that otherwise would be due in cash without regard to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesapplicable credit.

Refunds. Any refund (including any interest with respect theretoa) of or credit for Taxes of or relating to any of In the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to event that Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from Company receives a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit of Tax of the Company for which the Shareholders made a payment (or a payment was made by the Escrow Agent on behalf of the Shareholders) pursuant to Section 8.2 of this Agreement or any other provision of this Agreement, then the Buyer or the Company, as the case may be, shall be for the account of Buyer promptly pay to the extent that Indemnification Escrow Account, if such refund account still exists, or credit is reflected on or provided in the Final Actual Closing Balance Sheet or otherwise to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided furtherShareholders, however, that the amount of such refund or credit and benefit (including any accrued interest received paid or creditable in respect of such overpaid Tax) to the extent the refund or credit represents payments made by or for the Shareholders with respect thereto to events occurring on or before the Closing Date. Each Shareholder shall, as a condition to receiving payment with respect to any such refund or credit, agree jointly and severally with all other Shareholders receiving such payment, in the event that any refund or credit of Taxes for which a payment has been made to the Shareholders pursuant to this Section 8.4(a) is paid subsequently reduced or disallowed, to Seller shall be net of indemnify and hold harmless the payor for any Tax detriment in respect liability assessed against such payor by reason of the reduction or disallowance. (b) In the event that the Shareholders receive a refund or credit of Tax of the Company for which the Buyer or the Company made a payment pursuant to Section 8.2 or any other provision of this Agreement, then the Shareholders shall promptly pay to the Buyer or the Company, as the case may be, the amount of such refund or credit suffered benefit (including any accrued interest paid or creditable in respect of such overpaid Tax) to the extent the refund or credit represents payments made by or for the Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising Surviving Corporation with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning events occurring after the Closing Date. Each of Buyer and the Surviving Corporation shall agree jointly and severally that, as a condition to receiving any such refund or credit included credit, in the Final Actual Closing Balance Sheet and event that any refund or credit of any Taxes allocated for which a payment has been made to Buyer pursuant to Section 5.13. All payments required to be made or the Surviving Corporation pursuant to this Section 10.3 shall be made within 30 days after receipt 8.4(a) is subsequently reduced or disallowed, to indemnify and hold harmless the payor for any Tax liability assessed against such payor by Seller, Buyer reason of the reduction or the Transferred Companiesdisallowance.

Refunds. Any refund Without duplication, Seller shall be entitled to any refunds or credits of or against any Taxes (including any interest with respect theretothereon received from the relevant Tax Authority) for which Seller is responsible under this Agreement (including refunds and credits arising by reason of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to amended Tax Returns filed after the Closing Date or otherwise) (“Tax Refunds”) that are actually received or realized by Purchaser, any Transferred Entity, or any of their respective Affiliates relating to any Pre-Closing Tax Period (including the portion of any Straddle Period ending on the Closing Date). Any such Tax Refund for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement Straddle Period shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly be equitably apportioned to Seller in accordance with the provisions principles set forth in Section 8.2. If Seller determines that Purchaser, any Transferred Entity, or any of Section 10.5 (and all interest actually received from their respective Affiliates is entitled to file or make a Taxing Authority with respect to such a formal or informal claim for refund shall also be paid over to Seller at such time); providedor file an amended Tax Return, howeverin each case, that would result in a Tax Refund, then Purchaser shall, if Seller so requests and at Seller’s expense, cause the relevant Person to file or make such claim or file such amended Tax Return, including through the prosecution of any such refund proceeding which Seller directs Purchaser, any Transferred Entity, or credit any of their respective Affiliates. Purchaser shall be for use commercially reasonable efforts to, and to cause its Affiliates (including the account of Buyer to Transferred Entities) to, pursue, obtain and expedite the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback receipt and realization of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning Refund that they are entitled to under applicable Law as soon as reasonably practicable after the Closing Date if such Date. Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to, forfeit or fail to collect any Tax Refund, whether through any election to waive any carryback is of a net operating loss or otherwise. To the extent permitted by applicable Law, Purchaser shall and shall cause its Affiliates (including the Transferred Entities) to cause the applicable Tax Authority that issues any Tax credit that is described in this Section 10.7(e); provided further8.9 to issue a cash refund in lieu of such Tax credit. If Purchaser or any of its Affiliates (including the Transferred Entities) actually receives or realizes a Tax Refund, howeverthen Purchaser shall pay, that or cause its Affiliates to pay, to Seller the amount of such refund or credit and Tax Refund (including any interest received with respect thereto that is paid to Seller shall be net thereon by the relevant Tax Authority) within fifteen (15) days of any the receipt of the Tax detriment in respect Refund, or the application of such refund Tax Refund against current or credit suffered by Buyer or the Transferred Companiesfuture amounts otherwise payable. Buyer and the Transferred Companies shall be Seller is not entitled to retain, or receive immediate payment Tax Refunds that may arise from Seller of, any refund or credit arising Taxes borne by Purchaser in connection with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesAgreement.

Refunds. Any refund Tax refunds (including any interest with respect theretoor credits for overpayments in lieu thereof) of the Acquired Companies that are received by the Buyer or the Acquired Companies that relate to Pre-Closing Tax Periods shall be for the account of the Sellers, and the Buyer shall pay over to the Sellers’ Representative (on behalf of the Sellers) any such refund or the amount of any such credit for (net of any Tax costs and third-party expenses of the Buyer or the Acquired Companies or any of their Affiliates attributable to such refund or credit) within 10 Business Days after receipt or entitlement thereto, but only if and to the extent that such refunds or credits: (i) have not been included in the determination of the Closing Payment Amount, as finally determined; (ii) relate to Taxes as to which the Sellers’ Representative acknowledges in writing on behalf of or relating the Sellers that the Buyer is entitled to full indemnification therefor from the Sellers pursuant to this Agreement; (iii) do not give rise to a payment obligation by an Acquired Company to any Person under applicable Laws or pursuant to a provision of a Contract or other agreement entered (or assumed) by the Transferred Companies for any taxable period ending Buyer or such Acquired Company on or prior to the Closing Date or for any liability Date; (iv) do not arise as a result of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any a loss or other Tax attribute of any of the Transferred Companies arising in benefit from a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date; and (v) exceed the net Tax costs and other third-party expenses incurred by the Buyer or the Acquired Companies or any of their Affiliates in connection with the application for, any refund or credit included in receipt of, such refunds or credits and the Final Actual Closing Balance Sheet and any refund Taxes (including withholding or credit of any Taxes allocated payroll Taxes, if any) that are imposed on or with respect to Buyer pursuant to Section 5.13. All payments required to be made the payment pursuant to this Section 10.3 shall 9.05 to the Sellers. If any such Tax refunds are required to be made within 30 days after receipt repaid by Seller, the Buyer or the Transferred CompaniesAcquired Companies or any of their Affiliates to the relevant Taxing Authority, or any such amounts credited are reversed by the relevant Taxing Authority, the Sellers shall pay over to the Buyer any such amount (including any penalties, interests and additional amounts assessed with respect thereto) within ten Business Days after such refund is required to be repaid or such amounts credited are reversed.

Refunds. Any refund Taxes of the Acquiring Companies, the Acquired Companies or their Subsidiaries that are paid in respect of a Pre-Closing Period and that are refunded to Holdco or any of its Affiliates shall be paid to ConAgra or its designee, except as otherwise provided in this Section 13.6. The term "refunds," "refunded" or derivatives of such terms generally shall include, but are not limited to, refunds of Taxes, overpayments of Taxes, and reductions in Taxes or estimated Taxes (including whether by way of credit, reduction, offset or otherwise). Holdco shall or shall cause its Affiliates to pay to ConAgra or its designee any interest with respect theretosuch refunds within ten (10) days of the receipt thereof and shall pay to ConAgra, or credit its designee, the amount of any refunds utilized (i) as a deposit for or payment of estimated Taxes of any Acquiring Company, Acquired Company or their Subsidiaries or (ii) to reduce the liability for Taxes of any Acquiring Company, Acquired Company or relating to any their Subsidiaries, whether by way of the Transferred Companies credit, reduction, offset or otherwise for any taxable period ending on or prior to the (other than a Pre-Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority Period with respect to such uncollected Taxes not accrued as a refund shall also be paid over liability on the Final Processing Closing Balance Sheet in the case of refunds attributable to Seller at such time); providedany Processing Company or on the Final Cattleco Closing Balance Sheet in the case of refunds attributable to Cattleco) within ten (10) days of the utilization thereof, howeverexcept (a) in the case of refunds of Taxes attributable to any Processing Company, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected accrued as an asset on or provided in the Final Actual Processing Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising (and taken into account in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.calculating 108

Refunds. Any The amount of any refund of any Taxes (including any interest thereon) of any Acquired Company or the Parent attributable to any Pre-Closing Tax Period after December 31, 2012 that is received by Buyer, its Affiliates, the Parent, the Company or any of its Subsidiaries after the Closing shall be: (i) in the case of the Company or any of its Subsidiaries, for the benefit and account of the Sellers, and (ii) in the case of the Parent, for the benefit and account of the Parent Shareholders, except, in any case, to the extent that any such refund (y) is included as a Current Asset and taken into account in the final and binding Adjusted Net Working Capital pursuant to Section 2.5, or (z) results from the carryback of any net operating loss, credit or other Tax attribute from any Taxable period (or portion of a Taxable Period) beginning after the Closing Date. Any such Tax refund shall be paid by Buyer to the Representatives, as applicable, each in the amount of their Pro Rata Share, within five days after any such refund is received. For the avoidance of doubt: to the extent permitted by applicable Law, any net operating loss (including a net operating loss attributable to or arising from payments made under the Equity Incentive Plan and/or Transaction Bonuses), credit or other similar Tax attribute of Parent or any Acquired Company attributable to a Pre-Closing Tax Period of the Company shall first be carried back to a Pre-Closing Tax Period of Parent or any Acquired Company, and to the extent such net operating loss, credit or other similar Tax attribute is carried back to a Pre-Closing Tax Period of Parent or any Acquired Company and produces a Tax refund for Parent or any Acquired Company with respect thereto) of or credit to a Pre-Closing Tax Period that is for Taxes of or relating to any the account of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer Parent Shareholders or the Transferred CompaniesMadison Group Sellers, paid over promptly to Seller as applicable, in accordance with the provisions first sentence of this Section 10.5 (and all interest actually received from a Taxing Authority with respect to 7.8(f), such a Tax refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit obtained shall be for the account of Buyer the Parent Shareholders or the Madison Group Sellers, as applicable, and the related Tax refund obtained shall be paid to the extent that Parent Shareholders’ Representative (for the benefit and account of the Parent Shareholders) or the Madison Group Sellers’ Representative (for the benefit and account of the Madison Group Sellers), as applicable, within ten Business Days after such refund or credit is reflected on or provided in received; and the Final Actual Closing Balance Sheet or related Tax refund obtained shall be treated as an adjustment to the extent such refund consideration payable to the Parent Shareholders or credit is attributable the Madison Group Sellers, as applicable. Also, for the avoidance of doubt, Buyer shall have no obligation to reimburse or otherwise make any payment under this Section 7.8(f) (or any other provision of this Agreement) to the Sellers, the Representatives, or any other Person as a carryback of any Tax attribute of any result of the Transferred Companies arising availability or utilization in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable Taxable period (or portion thereof) beginning after the Closing DateDate of any net operating loss, credit, or other Tax attribute of Parent or any refund or credit included Acquired Company that is attributable to any Pre-Closing Tax Period. For the avoidance of doubt, the previous sentence shall not be interpreted to mean that the net operating loss of Parent referred to in the Final Actual Closing Balance Sheet and any refund or credit previous sentence cannot be used as an offset for the accrued Tax liability arising from the change in the method of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or accounting as reflected in the Transferred Companies.calculation of Net Working Capital on Exhibit A.

Refunds. Any If the Company is entitled to claim a refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability from a Governmental Authority of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning ending on or before the Closing Date or any other Taxes as to which the Seller is responsible to indemnify pursuant to Section 9.8(b) (in each case, relating to the resolution of a Contest described in Section 9.8(d)), it shall promptly notify the Seller of the availability of such refund claim and, upon the Seller’s request and at the Seller’s expense, shall make a timely claim to such Governmental Authority for such refund. The Seller will be entitled to any credits and refunds of Taxes in respect of any taxable period (or portion thereof) ending on or before the Closing Date or any other Taxes as to which the Buyer has been indemnified by the Seller pursuant to Section 9.8(b) (in each case, including pursuant to a claim for refund made pursuant to the preceding sentence). The Buyer shall cause such refund or the amount of such credit to be paid to the Seller promptly after it is received or applied against any Tax liability which relates to a taxable period (or the portion of a Straddle Period) that begins after the Closing Date, any net of reasonable fees or expenses incurred by the Buyer or the Company in obtaining such refund or credit. To the extent a refund or credit included in against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, the Final Actual Closing Balance Sheet and any Seller shall pay to the Buyer the amount of such disallowed or reduced refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesagainst Taxes.

Refunds. (a) Any refund (including any interest with respect thereto) refunds or credits of or credit for Taxes of the Company or its Subsidiaries relating to any a Pre-Closing Tax Period or a Straddle Period, to the extent allocable to the portion of the Transferred Companies for any taxable period such Tax Period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beSection 11.2, if received by or otherwise credited will be for the benefit of the Shareholders except to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that extent any such refund or credit shall be arose ‎as the result ‎of a carryback of a net operating losses, capital losses or other ‎Tax attributes from a Taxable Period or portion thereof ‎‎beginning after the Closing Date‎. Any refunds or credits of the Company or its Subsidiaries for the account of Buyer any Straddle Period, to the extent that allocable to the portion of such refund or credit is reflected Straddle Period beginning on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by pursuant to Section 10.7(e); provided further11.2, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of for any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer Period beginning and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning ending after the Closing Date, will be for the benefit of the Buyer. For the avoidance of doubt, neither Buyer nor its Affiliates (including the Company and its Subsidiaries) shall have ‎any obligation to reimburse or otherwise make any refund ‎payment under this Agreement to the ‎Shareholders, the Shareholder Representative or credit included any other Person as ‎a result of the ‎availability or utilization in a Tax period (or portion of a Tax Period) beginning ‎after the Final Actual Closing Balance Sheet ‎Date of any net operating loss or other Tax attribute of the Company that is attributable to any ‎‎Pre-Closing Tax Period or the portion of a Straddle Period ending on or before the Closing Date. (b) The Buyer will promptly pay over (or cause the Company or its Subsidiaries to pay over) all refunds received by the Buyer or its Affiliates (including the Company or its Subsidiaries) to which Shareholders are entitled under this Section 11.4, including all interest with respect thereto, but reduced ‎by reasonable direct out-of-pocket expenses actually incurred by the Buyer or its Affiliates and any refund or credit Taxes relating thereto, by wire transfer of any Taxes allocated immediately available funds to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companieseach Shareholder in accordance with each Shareholder’s Pro Rata Share set forth on Exhibit A attached hereto.

Refunds. Any refund (a) Sellers shall be entitled to any Tax refunds (including any interest in respect thereof paid by a Tax Authority) that are received by Buyer or the Purchased Entities and any amounts credited against Tax that are actually realized by Buyer or the Purchased Entities, in each case, that (i) are attributable to the Purchased Assets for any Pre-Closing Tax Period or (ii) relate to the Purchased Entities for any Pre-Closing Tax Period in each case, with respect thereto) of or credit for to Taxes of or relating to any of the Transferred Companies for any taxable period ending on or that Sellers paid prior to the Closing Date or for any liability of Taxes for which Seller is liable Sellers have indemnified Buyer and which Seller has borne its Affiliates pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time8.1(a); providedprovided that Sellers shall not be entitled to any such Tax refunds or credits (x) if and to the extent such Tax refunds or credits were included as a current asset in determining Closing Date Net Working Capital or (y) that arise from the carryback of any Tax attribute generated in any Post-Closing Tax Period. Buyer shall, however, that or shall cause the Purchased Entities to pay to the Sellers the amount of any such refund or credit shall be for within fifteen (15) days after receipt of such refund or, in the account case of such a credit, within fifteen (15) days after filing the Tax Return upon which such credit was actually utilized to reduce Taxes otherwise payable with respect to such Tax Return, in each case, net of any Taxes, cost or expenses incurred by Buyer to the extent that or any of its Affiliates in connection with obtaining such Tax refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or that were not previously reimbursed by Sellers pursuant to the extent such Section 8.5(b). Sellers shall reimburse Buyer for any Tax refund or credit is attributable to a carryback of (plus any penalties, interest and other charges imposed by the relevant Tax attribute of Authority) in the event Buyer or any of its Affiliates (including the Transferred Companies arising in a taxable period beginning after the Closing Date if Purchased Entities) are required to repay such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such Tax refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment Authority. (b) Buyer shall take commercially reasonable efforts to cooperate, and cause the Purchased Entities to cooperate, in respect of such obtaining any refund or credit suffered that the Sellers reasonably believe should be available, including through filing appropriate amended Tax Returns with the applicable Tax Authorities. Any reasonable out-of-pocket expenses incurred by Buyer or the Transferred Companies. Buyer and the Transferred Companies Purchased Entities in connection with such activities shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any reimbursed by the Sellers within fifteen (15) days of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit written notice by Buyer of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiessuch expense.

Refunds. Any refund Seller shall be entitled to an amount equal to any refunds (including any interest with respect theretopaid thereon) or credits of Taxes attributable to Tax periods of the Company or credit for Taxes of or relating to any of the Transferred Companies for any taxable period its Subsidiaries ending (or deemed pursuant to Section 10.03(a) to end) on or prior to before the Closing Date or for Date. Parent shall promptly notify Seller in writing of any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if Tax refund(s) received by or otherwise credited payable to Buyer the Company or any of its Subsidiaries after the Transferred CompaniesClosing in respect of a period ended before or including the Closing Date. Parent shall, or shall cause the Company or its Subsidiaries to, promptly forward to or reimburse Seller for any such refunds (including any interest paid over promptly thereon) or credits due Seller (pursuant to Seller in accordance with the provisions terms of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); providedthis Agreement) after receipt thereof. Notwithstanding the foregoing, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to event the extent such refund or credit is attributable to a carryback Affiliated Group of any Tax attribute of any of which Seller, the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided furtherCompany and its Subsidiaries are members files, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, an amended consolidated income Tax Return for any refund Tax year ended on or credit included before the Closing Date and such amended Tax Return results in an increase in the Final Actual amount of income which otherwise would be reportable by Parent, the Company or any of its Subsidiaries for a Tax period ended after the Closing Balance Sheet Date, Seller shall indemnify, defend and any refund or credit hold Parent, the Company and its Subsidiaries harmless from and against the amount of any increase in Parent’s (or its stockholders’), the Company’s or any of its Subsidiaries’ liability for Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or reason of the Transferred Companiesfiling of such amended consolidated income Tax Return.

Refunds. Any Seller shall be entitled to any refund (in the form of a cash refund or in the form of a credit against Taxes actually payable) of Taxes attributable to any Pre-Closing Tax Period of the Company and its Subsidiaries (determined for any Straddle Period in accordance with ‎Section 6.06), including any interest with respect theretoreceived from a Governmental Authority thereon that are (a) of paid by the Company and its Subsidiaries or credit for Taxes of Seller or relating to any of the Transferred Companies for any taxable period ending on or its Affiliates prior to the Closing Date or for any liability of Taxes for which (b) paid by Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or after the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 Closing (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that other than any such refund or credit shall be for that is included as an asset in the account calculation of Buyer to the extent that Net Working Capital or Indebtedness and other than any such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit that is attributable to a carryback loss or other tax attribute generated in a post-Closing tax period) (each, a “Tax Refund”). Buyer shall pay over to Seller any such Tax Refund (net of (x) any Tax attribute Taxes of Buyer or any member of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of Company Group attributable to such refund or credit and (y) any interest received with respect thereto that is expenses incurred in obtaining such amounts) within sixty (60) days after receipt of such refund in cash or entitlement to such credit. If any amount paid to Seller pursuant to this ‎Section 6.08 is subsequently challenged successfully by any Governmental Authority, Seller shall be net of repay to Buyer such amount (together with any Tax detriment interest and penalties assessed by such Governmental Authority in respect of such refund or credit suffered by Buyer or amount). Such repayment obligation shall survive until the Transferred Companies. Buyer and date that is ninety (90) days after the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising expiration of the applicable statute of limitations with respect to any the collection by the applicable Governmental Authority or other Person of the Transferred Companies relating Tax liabilities in question (giving effect to Taxes any waiver, mitigation or extension thereof). Buyer will cooperate to take commercially reasonable actions (at Seller’s sole expense) to cause the Company and its Subsidiaries to claim Tax Refunds within the statutorily required time period, if so requested by the Seller; provided that Buyer shall not be required to take any position with respect to a Tax Refund unless it can be supported at a “more likely than not” level of comfort (or higher confidence level) (as determined by the Buyer in consultation with its Tax Return preparers); provided however that Buyer shall nonetheless take such position if Seller provides (at Seller’s cost)an opinion of tax counsel of recognized standing, on which Buyer may rely and that is in form and substance reasonably acceptable to Buyer, to the effect that such position is “more likely than not” to be sustained; and provided further that if the filing of such a claim could reasonably be expected to have an adverse effect on the Tax liability of the Company or its Subsidiaries for any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated Seller shall not be entitled to Buyer pursuant to Section 5.13. All payments required require such claim to be made pursuant filed without the written consent of the Buyer, not to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesunreasonably withheld.

Refunds. (a) Any Tax refund (including any interest with in respect theretothereof) received by Acquiror, the Acquiror Sub Surviving Corporation or any Transferred Company, and any amounts of overpayments of Tax credited against Tax which Acquiror, the Acquiror Sub Surviving Corporation or credit for Taxes of or relating to any of the Transferred Companies for otherwise would be or would have been required to pay that relate to any taxable period period, or portion thereof, ending on or prior to before the Closing Date or shall be for the account of Parent, and Acquiror shall pay over to Parent any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer such refund or the Transferred Companiesamount of any such credit within 15 days after receipt or entitlement thereto. Acquiror shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid over promptly when due under this Section 6.6. For purposes of this Section 6.6, where it is necessary to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such apportion a refund shall also be paid over to Seller at such time); providedor credit between Acquiror and Parent for a Straddle Period, however, that any such refund or credit shall be for apportioned between the account period deemed to end at the close of Buyer the Closing Date, and the period deemed to begin at the extent beginning of the day following the Closing Date on the basis of an interim closing of the Company's books, except that such refund refunds or credit is reflected credits of Taxes (E.G., real property Taxes) imposed on or provided in a periodic basis shall be allocated on a daily basis. (b) Acquiror shall cooperate, and shall cause the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of Acquiror Sub Surviving Corporation and any of the Transferred Companies arising to cooperate, in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, obtaining any refund or credit arising that Parent reasonably believes should be available with respect to Pre-Closing Periods, including, without limitation, through filing a Form 1139 or other appropriate form with the applicable taxing authorities; PROVIDED, HOWEVER, that Acquiror and Acquiror Sub Surviving Corporation and any of the Transferred Companies relating shall not be obligated to Taxes with respect carry back any Tax attribute of a Post-Closing Period to any taxable period (or portion thereof) beginning after the a Pre-Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesPeriod.

Refunds. Any refund (including income Tax refunds that are received by the Buyer or the Company, and any interest with respect thereto) of credits against income Tax to which the Buyer or credit for Taxes of the Company become entitled, that relate to income Tax periods or relating to any of the Transferred Companies for any taxable period portions thereof ending on or prior to before the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of the Sellers, and the Buyer shall pay over to the Sellers any such refund or the amount of any such credit within 15 days after receipt or crediting for the benefit of the Company or Buyer. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against income Tax by a taxing authority to the Buyer or the Company of any amount accrued on the Closing Balance Sheet, the Buyer shall pay such amount to the Sellers within 15 days after receipt or crediting for the benefit of the Company or the Buyer. Notwithstanding the foregoing, payment shall be made to the Sellers under this Section 6.6(i) only to the extent that the refund or credit is reflected of overpaid Taxes relates to taxable periods or portions thereof ending on or provided before the Closing Date and represents Taxes that (i) have actually been paid by Sellers or the Company either directly or through indemnity payment to the Buyer (but limited in the Final Actual case of the Company to payments made before the Closing Date), and (ii) exceed any amount included as an asset in the Closing Balance Sheet or in respect of the Company’s right to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller overpaid Taxes). Any payments made under this Section 6.6(i) shall be net of any Tax detriment in respect of such refund or credit suffered Taxes payable by Buyer the Company or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any the receipt of the Transferred Companies relating to Taxes with respect to any taxable period (such refund, credit or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesinterest thereon.

Refunds. (a) Any Tax refund (including any interest with in respect theretothereof) received by Acquiror, the Acquiror Sub Surviving Corporation or any Transferred Company, and any amounts of overpayments of Tax credited against Tax which Acquiror, the Acquiror Sub Surviving Corporation or credit for Taxes of or relating to any of the Transferred Companies for otherwise would be or would have been required to pay that relate to any taxable period period, or portion thereof, ending on or prior to before the Closing Date shall be for the account of Parent, and Acquiror shall pay over to Parent any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto. Acquiror shall pay Parent interest at the rate prescribed under Section 6621(a)(l) of the Code, compounded daily, on any amount not paid when due under this Section 6.6. For purposes of this Section 6.6, where it is necessary to apportion a refund or credit between Acquiror and Parent for any liability a Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the Company's books, except that refunds or credits of Taxes for which Seller is liable (e.g., real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (b) Acquiror shall cooperate, and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or cause the Acquiror Sub Surviving Corporation and any of the Transferred CompaniesCompanies to cooperate, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority obtaining any refund that Parent reasonably believes should be available with respect to such Pre-Closing Periods, including, without limitation, through filing a refund shall also be paid over to Seller at such time)Form 1139 or other appropriate form with the applicable taxing authorities; provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of Acquiror and Acquiror Sub Surviving Corporation and any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid shall not be obligated to Seller shall be net of carry back any Tax detriment in respect attribute of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled a Post-Closing Period to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the a Pre-Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesPeriod.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies The Shareholder shall be entitled to retain, or receive immediate payment from Seller any member of the Company Group or the Purchaser of, any Tax refund (including, without limitation, refunds arising by reason of amended Tax returns filed after the Closing Date) or credit of any Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the Company Group, which the Shareholder is responsible for under Section 4.3(a)(i) or has otherwise paid or caused to be paid or otherwise borne the economic burden of by reason of any Tax being taken into account in computing the Year End Working Capital. The Purchaser shall be entitled to the benefit of any other refund or credit arising of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the Transferred Companies relating Company Group. For avoidance of doubt, the Shareholder and the Purchaser agree that the Purchaser shall be entitled to the benefit of any refund of Taxes with respect to for which the Purchaser is responsible under Sections 4.3(a)(i)(C) and 4.3(a)(ii)(D). No member of the Company Group shall carry back any net operating loss, capital loss, tax credit or other tax item from any taxable period year (or portion thereof) beginning after the Closing DateDate to any taxable year (or portion thereof) ending on or before the Closing Date for federal, state or local income tax purposes, and any refund of or credit for any Tax arising from any such carryback shall belong to the Shareholder and the Shareholder shall not be obligated to pay any such refund or credit to the Company Group, provided, that a member of the Company Group may so carry back any such loss, credit or other tax item (i) if such member of the Company Group is required by applicable tax law only to carry back any such loss, credit, or other tax item, (ii) with respect to Tax Returns other than those Tax Returns that have included at least one member of the Company Group and the Shareholder (or any Non-Company Affiliate), but only to the extent such carryback may not adversely affect the Tax liability of the Shareholder or any Non-Company Affiliate or (iii) with respect to Taxes other than federal income taxes for which the Purchaser is responsible under Section 4.3(a)(ii), and in any of such events such member of the Company Group shall be entitled to retain, and the Shareholder shall pay over to such member of the Company Group, any refund of or credit for Tax resulting from such carryback. The Purchaser and the Shareholder agree to cooperate, and the Purchaser agrees to cause the Company Group to cooperate with the Shareholder, with respect to claiming of any refund or credit included referred to in this Section 4.3(c), including discussing potentially available refunds or credits and preparing and filing any amended Tax Return or other claim for a refund. In the Final Actual event the Closing Balance Sheet occurs after December 31, 1997 and the Shareholder or any refund or credit Non-Company Affiliate realizes any Tax benefit by reason of any Taxes allocated net operating loss or capital loss incurred by the Company Group during the Short Closing Period, the Shareholder shall pay to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 the Company any such Tax benefit as and when the Shareholder or such Non-Company Affiliate actually realizes such Tax benefit, the amount of which shall be made within 30 days after receipt certified by Seller, Buyer or the Transferred Companiesresponsible officer and the independent public accountants of the Shareholder.

Refunds. Any Seller shall be entitled to the amount of any refund of Taxes of any Company Group Member with respect to a Pre-Closing Tax Period (to the extent such Taxes were paid by the Seller and its Affiliates, including any Company Group Member, prior to the Closing, or by Seller and its Affiliates under Section 6.8(c) after the Closing or were specifically included as a liability in Company Indebtedness or Net Working Capital in the Final Closing Statement), which refund is actually recognized by Buyer or its Subsidiaries (including any interest with respect theretoCompany Group Member) after the Closing, net of any Taxes or credit for Taxes of or relating other costs to any of the Transferred Companies for any taxable period ending on or prior Buyer and its Affiliates attributable to the Closing Date or for any liability obtaining and receipt of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall besuch refund, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or except to the extent such refund or credit is attributable to arises as the result of a carryback of any a loss or other tax benefit from a Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any or such refund or credit was included as an asset in the Final Actual calculation of Net Working Capital, as finally determined pursuant to Section 2.6. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within 15 Business Days of the receipt of the applicable refund by Buyer or its Subsidiaries. To the extent reasonably requested by Seller in writing, Buyer will, at Seller’s expense, reasonably cooperate with Seller in obtaining such refund to the extent permitted by applicable Law, including through the filing of amended Tax Returns for periods ending before or on the Closing Balance Sheet Date or refund claims. Buyer may request that Seller provide reasonable documentation in support of such refund request under this Section 6.8(l). To the extent such refund is subsequently disallowed or required to be returned to the applicable Governmental Entity, Seller agrees to promptly repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Governmental Entity, to Buyer. The parties hereto acknowledge and agree that Buyer and its Affiliates (including any refund or credit Company Group Member) shall have the right to set off and withhold from the payment of any amount payable under this Section 6.8(l) the amount of any Taxes allocated for which Seller is obligated to Buyer pay pursuant to Section 5.136.8(c) or Section 6.8(h). All payments required Notwithstanding anything to be made pursuant the contrary in this Agreement, Seller’s right to any refund of Taxes under this Section 10.3 6.8(l) shall be made within 30 days after receipt by Seller, Buyer or expire at the Transferred Companiesconclusion of the survival period for indemnification claims as set forth in Section 6.8(h).

Refunds. Any refund (including any interest paid thereon, to the extent received by the Company Group), paid or credited to the Company Group with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable a Tax period ending that actually ends on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account Sellers’ account, except for any such refund that (x) is attributable to any post-Closing deduction, loss, credit or similar benefit or (y) has been reflected in the calculations of Buyer Closing Working Capital. The portion of any refund (including interest paid thereon, to the extent that such refund received by the Company Group) paid or credit is reflected on or provided in the Final Actual Closing Balance Sheet or credited to the extent such Company Group and attributable to the pre-Closing portion of any Straddle Tax Period shall be for Sellers’ account, except for any refund or credit that (x) is attributable to a carryback any post-Closing deduction, loss, credit or similar benefit or (y) has been reflected in the calculations of any Tax attribute of any of Closing Working Capital. All other refunds shall be for Holdco’s account. Holdco or its Affiliates (including the Transferred Companies arising in a taxable period beginning after Company Group) shall pay (or cause to be paid) to the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Sellers the amount of such any refund or credit and any interest received with respect thereto that is paid to Seller for Sellers’ account, within five days after receipt thereof by Holdco or any of its Affiliates (including the Company Group). Any such payment shall be net of any incremental cost incurred by or Tax detriment imposed on Holdco or any of its Affiliates (including the Company Group) in respect connection with receipt of such refund, and the Sellers shall, to the extent necessary, reimburse Holdco or the applicable member of the Company Group for any such incremental cost or Tax. If the Sellers determine that any member of the Company Group is entitled to file or make a formal or informal claim for a refund or credit suffered by Buyer an amended Tax Return providing for a refund with respect to a Tax period that actually ends on or prior to the Transferred Companies. Buyer and Closing Date, the Transferred Companies Sellers shall be entitled to retainfile or make such claim or amended Tax Return on behalf of the applicable member of the Company Group and shall control the prosecution of such refund claim (so long as such refund is for the account of the Sellers), or receive immediate payment from Seller of, any refund or credit arising provided that Holdco shall have rights similar to those under Section 7.5(c) with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (such claim. The parties shall cooperate in making a formal or portion thereof) beginning after the Closing Date, informal claim for any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated attributable to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesa Straddle Tax Period.

Refunds. Any refund (including The Purchaser shall cause the Company to carryback any interest with respect thereto) of or credit for Taxes of or relating to any losses of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable Company and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority its Subsidiaries with respect to such the 2007 taxable year (or any portion thereof) to the 2006 taxable year, and to claim a refund shall also be of, credit to or other offset against any Taxes paid over by the Company or its Subsidiaries with respect to Seller at such time); provided, however, that any the 2006 taxable year. Any such refund of, credit to or credit shall be for other offset against the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any Taxes of the Transferred Companies arising Company and its Subsidiaries in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount respect of such refund or credit and 2006 taxable year, plus any interest received with respect thereto that thereto, from the applicable taxing authorities shall be solely for the account of the Seller and, if any refund, credit or offset is received by the Purchaser or the Company or its Subsidiaries, shall be paid to the Seller within ten (10) calendar days after the Purchaser or the Company or its Subsidiaries receives such refund, credit or offset, as applicable; provided that, in the case of a credit to or other offset against any Tax obligation of the Company and its Subsidiaries, such credit or offset shall be net of any deemed to have been received by the Company and its Subsidiaries on the date that the Company and its Subsidiaries claim such credit or offset pursuant to a Tax detriment in respect of such refund or credit suffered by Buyer or filing made with the Transferred Companiesapplicable taxing authority. Buyer The Purchaser shall prepare and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any file all Tax Returns of the Transferred Companies relating Company and its Subsidiaries that are required to Taxes with respect to any taxable period (be filed on or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 The Company’s 2007 United States federal Tax Return shall be made within 30 prepared in accordance with GAAP in all material respects applied on a basis consistent with the Company’s 2006 United States federal Tax Return. The Purchaser shall provide a draft copy of such Tax Return to the Seller for the Seller’s review at least thirty (30) days after receipt by Sellerprior to the filing thereof, Buyer or and shall consult with the Transferred CompaniesSeller in good faith with respect to such Tax Return prior to filing such Tax Return.