Common use of Refunds Clause in Contracts

Refunds. Any tax refunds of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, 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 result of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.

Refunds. Any tax refunds of PEPL that are received by PEPL, and Taxes or any amounts credited credit against Taxes (when and to the extent applied by any member of the Buyer Group against any Tax liability that would otherwise be payable by PEPL Seller has not assumed pursuant to Section 12(a)(i) resulting in a Post-Closing Tax Period, 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 to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred taxable years or portions thereof ending on or prior to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result the Effective Time of the receipt of such Tax refund or credits) 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 principles set forth in Section 12(a)(iii). Buyer shall pay over 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 Seller any such refund or credit shall reimburse the amount of any such credit within 15 days after receipt or entitle thereto. In addition, other party 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 net 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 and net of any Taxes cost imposed on Buyer or PEPL as a result of such other party in connection with the receipt of such Tax refund or 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 such refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalcredits.

Refunds. Any tax refunds refund (including any interest with respect thereto) of PEPL that are 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 PEPLor otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and any amounts credited against Taxes that would otherwise be payable by PEPL in all interest actually received from a Post-Closing Tax Period, Taxing Authority with respect to Taxes such a refund shall also be paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred over to obtain Seller at such Tax refunds time); provided, however, that any such refund or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or 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 such refund or a Tax proceeding results credit is reflected on or provided in a payment the Final Actual Closing Balance Sheet or to the extent such refund or credit against Tax by is attributable to a taxing authority to Buyer or PEPL carryback of any Tax liability accrued on 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 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 and net of any Taxes imposed on allocated to Buyer or PEPL as a result of the receipt of such Tax refunds or credit) pursuant to Seller Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 15 30 days after receipt by Seller, Buyer or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalTransferred Companies.

Refunds. Any tax refunds Buyer shall pay over to the Stockholders’ Representative (on behalf of PEPL the Equity Holders), except to the extent reflected in Final Closing Net Working Capital or Final Closing Indebtedness, any Tax refunds, including any interest thereon, (or credits in lieu of Tax refunds) that are received by PEPLBuyer, the Company or any of their respective Subsidiaries on or before the date that is fifteen (15) months after the Closing Date and are attributable to Taxes paid on or before the Closing Date by any amounts credited against Taxes Group Company with respect to any Pre-Closing Tax Period; provided, that would otherwise if prior to the close of business on the last day of such fifteen (15) month period 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 payable required to pay over any Tax refunds (or credits in lieu of Tax refunds) that are received by PEPL (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 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 a lieu of such refund). For the avoidance of doubt, but subject to the second proviso in the first sentence of Section 5.4(a), in no event shall Buyer be required to make any payment under this Section 5.4(f) in respect of the carryforward of any Tax asset from any Pre-Closing Tax Period to any Post-Closing Tax Period. Upon a request from the Stockholders’ Representative, with respect the Buyer shall, as soon as is reasonably practicable, cause the Group Companies to Taxes paid by PEPL file any amended Tax Return or application for Tax refund in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred order to obtain such a Tax refund (or credit) that the Equity Holders are entitled to pursuant to this Section 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 necessary for the Buyer and the Group Companies to perfect their rights in and obtain the Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund (or 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 contemplated 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalthis Section 5.4(f).

Refunds. Any tax 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 PEPL Taxes of the Company or any of its Subsidiaries plus any interest received with respect thereto from the applicable Taxing Authorities for any Pre-Closing Tax Period or Pre-Closing Straddle Period for which Sellers are responsible pursuant to this Agreement (including, without limitation, refunds arising from amended returns filed after the Closing Date) within ten (10) Business Days after Buyer or the Company or any of its Subsidiaries receives such refund; provided, however, that are received amounts payable to Optionholders shall be paid to the Company for further payment by PEPL, and any amounts credited against Taxes 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 would otherwise be payable by PEPL in a it will not carry back losses from Post-Closing Tax PeriodPeriods 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 incurred as a result of such refund and any costs and expenses incurred in connection with respect obtaining such refund and (B) the amount of outstanding claims pursuant to Taxes paid by PEPL Section 6(d)(i); and (ii) shall not include any refund (which for the avoidance of doubt shall be for the benefit of the Buyer) (A) that results from an adjustment in Tax for 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 result of the receipt of such Tax refund or 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 an increase in Tax by a taxing authority to Buyer or PEPL (exclusive of any Tax liability accrued on the Final refund) for any Post-Closing Balance Sheet and taken into account in the calculation of Closing Working Capital, Buyer shall pay such amount Tax Period; (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (iB) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and was included in the calculation of Closing either the Estimated Working Capital or Final Working Capital; (C) for Transfer Taxes or (D) attributable to the carry back of any Tax asset attributable to a taxable period (or portion thereof) beginning following the Closing. To the extent a refund that gave rise to a payment by the Buyer and/or the Company to the Sellers, is subsequently disallowed, or otherwise reduced, the Sellers will be responsible, severally and not jointly, to return (all or the applicable 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 tax refunds Parent or one of PEPL that are its Affiliates shall be entitled to retain or, to the extent actually received by PEPLor otherwise available to Buyer or its Affiliates, and receive prompt payment from Buyer or any amounts credited against of its Affiliates (including the Transferred Subsidiaries) of, any refund or any credit with respect to Taxes that would otherwise be payable ((i) including refunds arising by PEPL in a Post-reason of amended Tax Returns filed after the Closing Tax PeriodDate (or, with respect to Brazil if there is a 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 by PEPL over to such third parties, any refunds or credits with respect to prepaid Taxes with respect to Employment Related Liabilities taken into account in a Indebtedness and any Taxes taken into account in Net Working Capital) with respect to any Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred relating to obtain such Tax refunds the Transferred Subsidiaries, Parent or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or 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 additionAsset Sellers, except to the extent that a claim for Tax such 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 was reflected as an asset in the calculation of Closing Working Capital, Capital as finally determined pursuant to Section 2.05. Buyer shall pay such amount (net be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from Parent or any of its Affiliates of, any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net 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 Taxes imposed on Buyer or PEPL as a result of Post-Closing Tax Period relating to the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretoTransferred Subsidiaries. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax Any refunds or credits of PEPL (i) that arise from Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are principles set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalSection 7.01.

Refunds. Any tax refunds of PEPL that are received by PEPLSellers shall be entitled to retain, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a Pre-Closing Tax Period or receive payment from Purchaser within fifteen (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 result 15) days of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL relating to the Company that were paid with respect to (i) all taxable periods ending on or prior to the Closing Date and (ii) Pre-Closing Partial Periods, for that arise from portion of such taxable period up to and including the carryback 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 an (x) increasing any Tax liability of the Company or (y) otherwise materially and adversely affect any item or Tax attribute of lossthe Company, deduction, credit or other Tax benefit which arises in each case for any taxable period ending after the Closing Date or 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 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 Closing Date. In the event that are set forth on any refund or credit of Taxes for which a payment has been made pursuant to this section 13.4 is subsequently reduced or disallowed, the Final Closing Balance Sheet Sellers shall indemnify and included in hold Purchaser harmless for any Taxes assessed against the calculation Company by reason of Closing Working Capitalthe reduction or disallowance.

Refunds. Any tax 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 of PEPL that are received by PEPLfor sales made via AXS’s merchant account on AXS channels, and all fees (with the exception of priority shipping) will be refunded to the 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 any other amounts credited owing to AXS pursuant to this Agreement), AXS may at its election (i) offset the deficiency (or amount due, as the case may be) against Taxes that would otherwise future Settlement Payments, or (ii) invoice Client for the deficiency, which Client shall then remit electronically into an account specified by AXS within two (2) business days after receipt of AXS’s invoice. Additionally, AXS may, in its sole discretion, withhold payment of all refunds until it is holding or has received sufficient amounts to cover the refunds. AXS will make such refunds for a period of thirty (30) days after the date upon which AXS is in possession of the required funds with respect to a particular Event. After such thirty (30)-day period, Client shall be payable solely responsible for making all refunds for such Event. AXS shall be entitled to deduct and retain all payment administration fees incurred by PEPL AXS in a Postconnection 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-Closing Tax Periodcontrolled channels (such as the Venue box office, back office or any other Client-controlled sales channel), 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 Taxes paid by PEPL sales of Tickets via Client’s merchant account, Client will be solely responsible for processing refunds of Tickets, e.g., for any cancelled Events or postponed or rescheduled Events where a refund window is 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 result of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitaleffect.

Refunds. Any tax refunds If Purchaser or any Target Company receives (i) a Tax refund of PEPL that are received by PEPLany Tax, and any amounts credited (ii) a credit against Taxes that would otherwise be payable by PEPL in lieu of a Post-Closing refund, or (iii) the release of excess Tax Period, with respect to Taxes paid by PEPL in a Pre-Closing Tax Period reserves (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 result of the receipt of such Tax refund or 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 which were taken into account in the calculation of Final Net Asset Value) upon a final, binding and nonappealable determination with respect to contingencies forming the basis of such reserves, which Tax refund, credit or release relate to Taxes previously paid in or provided for in respect of a Pre-Closing Working Capital, Buyer shall pay Period (except to the extent that such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise is shown as an asset on the Final Closing Statement for purposes of calculating, or otherwise taken into account as an increase to, the applicable Final Net Asset Value, (ii) results from the carryback of an item a Tax attribute arising from a taxable period (or portion thereof) beginning on or after Closing, or (iii) is one to which SC1:3335029.3 Purchaser or any of lossits Affiliates is entitled pursuant to the 2006 Agreements), deductionPurchaser shall pay to the applicable Seller, within fifteen (15) Business Days following the actual receipt of such refund (or the application of such credit or release of such reserve), an amount equal to such refund (or credit or release) less (x) any expenses incurred by Purchaser, any of its Affiliates or any Target Company in connection with obtaining such refund (or credit or release) and (y) any Taxes incurred by Purchaser, any of its Affiliates or any Target Company in connection with the receipt or accrual of any such refund (or application of such credit or release). All other Tax benefit which arises refunds (or credits) and excess Tax reserves shall belong to Purchaser or to the applicable Target Company. Nothing in this Agreement is intended to alter the rights and obligations of the parties to the 2006 Agreement; provided, however, that to the extent that Parent is obligated pursuant to the 2006 Agreement to make a payment to Purchaser or an Affiliate of Purchaser by reason of the receipt by a Target Company of a Tax refund, Parent shall not be obligated to make such payment with respect to a Tax refund received by such Target Company after the applicable Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalDate.

Refunds. Any tax refunds of PEPL that are received by PEPL, Except to the extent a refund or credit is set forth on the Closing Balance Sheet as an asset and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, 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 except for refunds or credit and net credits resulting from a carryback of any Taxes imposed on PEPL as an item from a result of the receipt of such Tax refund or credits) 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 pay over permit Sellers to Seller control the prosecution of any such refund claim and, where deemed appropriate by Sellers, shall cause any Company or any Subsidiary to authorize by appropriate powers of attorney such Persons reasonably satisfactory to Buyer as Sellers shall designate to represent the Company or the amount of Subsidiary with respect to such refund claim, provided that Buyer may participate in 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretoat its own expense. Notwithstanding the foregoing, Seller shall Sellers may not be entitled to receive settle or otherwise resolve any refund claim that could affect the Tax refunds liability of Buyer, or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit any Company or other Tax benefit which arises any Subsidiary for periods ending after the Closing Date without the consent of Buyer (such consent not to be unreasonably withheld). Buyer shall pay or cause the Companies or the Subsidiaries to pay to Sellers any such refund within 20 days after the refund is received. Sellers and Buyer shall treat any payments that Sellers shall receive pursuant to this Section 2(c) as an adjustment to the purchase price for tax purposes, unless a final determination (iiwhich shall include the execution of a Form 870-AD or successor form) that are set forth on with respect to Buyer causes any such payment not to be treated as an adjustment to the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalpurchase price for Federal Tax purposes.

Refunds. Any tax refunds Buyer may, at its option, cause any of PEPL the Banner Companies to elect, where permitted by applicable law, to carry forward or waive the carry back of any Tax attribute carryover that are 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 Pre-Closing Period received by PEPLany of the Banner Companies, and (B) a portion of any amounts credited against 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 would otherwise be payable by PEPL in a Post-Closing Tax Periodnotwithstanding anything to the contrary set forth herein, with respect to Taxes paid by PEPL in a the Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit ending on the Closing Date and net any Straddle Period, the amount, if any, of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or creditspayable by Buyer to Seller pursuant to this Section 7.2(i) shall be determined by assuming, for Income Tax purposes, that (1) the account 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 Seller and Buyer shall pay over Control Payments are required to Seller any such refund be paid or the amount of any such credit within 15 days after receipt will be paid, or entitle thereto. In additionwill otherwise accrue for Income Tax purposes, in each case, on or prior 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 CapitalDate; provided, Buyer shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingfurther, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from refund to the extent such refund relates to a carryback of an item of loss, deduction, credit or other a Tax benefit which arises attribute from any period ending after the Closing Date Date. Buyer shall pay (or (iicause to be paid) that are set forth on the Final Closing Balance Sheet and included amounts described in the calculation second sentence of Closing Working Capitalthis Section 7.2(i) within thirty (30) days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto.

Refunds. Any tax The Seller shall be entitled to all refunds of PEPL Pre-Closing Taxes or Taxes that are received by PEPLExcluded Liabilities (as described in Section 2.04(e)) or credits in lieu of such refunds, and any amounts credited against Taxes that would otherwise be payable by PEPL except to the extent such refunds or credits in a lieu of such refunds are accrued as an asset in the calculation of the Post-Closing Tax PeriodAdjustment in accordance with Section 1.10. The Purchaser shall pay, with respect or cause its Affiliates to Taxes paid by PEPL pay, to the Seller the amount of any such refunds or credits to which the Seller is entitled pursuant to the preceding sentence in a Pre-Closing Tax Period readily available funds within thirty (30) days of the actual receipt of the refund or credit or the application of such refund or credit, in each case net of reasonable any reasonable, documented out-of-pocket expenses costs (including Taxes) of the Purchaser or its Affiliates incurred to obtain in connection with such refund or credit. To the extent permitted under applicable Law, all such Tax refunds or credit and net of any Taxes imposed on PEPL will be claimed in cash rather than as a result of the receipt of such Tax refund or 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 future Tax by a taxing authority to Buyer or PEPL liabilities. Neither the Purchaser nor any of its Affiliates shall carry back 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, deduction or credit or other Tax benefit which arises after in any Post-Closing Tax Period to any Pre-Closing Tax Period. If any refund or credit paid over to the Closing Date Seller pursuant to this Section 7.06 is subsequently disallowed or (ii) that are set forth on recaptured in whole or in part, the Final Closing Balance Sheet Seller shall promptly return such excess to the Purchaser; provided, that, in no event shall the Seller be obligated 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, this Section 7.06 shall not apply to reimbursements in connection with ACA Insurer Taxes and included in the calculation of Closing Working Capitalany related Tax gross-ups.

Refunds. Any tax refunds If Purchaser or a Transferred Entity receives a refund of PEPL that are received by PEPL, and any amounts credited Taxes (or a credit against Taxes that would otherwise be payable by PEPL in a Postpost-Closing Taxes in lieu of a refund) relating to the Business or the Purchased Assets for a Tax Periodperiod (or portion thereof) ending prior to the Closing Date, with respect Purchaser will pay to Taxes paid by PEPL in a Pre-Closing Tax Period the applicable Seller, within thirty (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 result of 30) days following the receipt of such refund (or the application of such credit), an amount equal to such refund (or credit); provided, however, that such a refund of Taxes is not caused by Sellers or ;the Transferred Entity taking any action prior to Closing or any position on Tax refund Returns filed by Sellers inconsistent with past practice that has the effect of shifting taxable income to Tax periods (or creditsportions thereof) after the Closing Date. Any such payment shall be for treated by the account parties as an adjustment to the Purchase Price. If a Seller receives a refund of Seller and Buyer shall pay over Taxes (or a credit against pre-Closing Taxes in lieu of a refund) relating to Seller any such refund the Business or the amount Purchased Assets, including Taxes of any such credit within 15 days after receipt or entitle thereto. In additiona Transferred Entity, to the extent that a claim for Tax refund or a Tax proceeding results in a payment period (or credit against Tax by a taxing authority portion thereof) beginning after the Closing Date, such Seller will pay 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 CapitalPurchaser, Buyer shall pay such amount within thirty (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of 30) days following the receipt of such Tax refunds refund (or the application of such credit), the amount of such refund (or credit) to Seller within 15 days after receipt or entitle thereto). Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds refund (or credits credit) of PEPL (i) that arise from any Transferred Entity for a taxable period ending on or before the Closing Date arising out of the carryback of an item of loss, deduction, a loss or credit or other Tax benefit which arises incurred by any Transferred Entity in a taxable period ending after the Closing Date Date, if such carryback cannot be waived under applicable law, shall be the property of Purchaser and, if received by Sellers, shall be paid over promptly to Purchaser within thirty (30) days following the receipt of such refund (or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation application of Closing Working Capitalsuch credit).

Refunds. Any tax refunds If Purchaser or any Transferred Entity receives a refund (or a credit against non-Retained Taxes in lieu of PEPL that are received by PEPL, and a refund) of Retained Taxes (excluding any amounts credited against Taxes that would otherwise be payable by PEPL refund or credit attributable to any loss in a Post-tax year (or portion of a Straddle Period) beginning on or after the Closing Tax PeriodDate applied (e.g., with respect to Taxes paid by PEPL as a carryback) against income in a Pre-Tax year (or portion of a Straddle Period) ending before the Closing Tax Period Date), Purchaser will pay to the applicable Seller within thirty (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 result of 30) days following the receipt of such Tax refund (or credits) shall be for the account application of Seller and Buyer shall pay over such credit), an amount equal to Seller such refund (or credit), except to the extent 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 credit) has been taken into account in the calculation of Final Closing Date Net Working Capital. For the avoidance of doubt, Buyer the immediately preceding sentence shall pay such amount apply to any VAT paid by a Transferred Entity on purchases made by the Transferred Entity (net “Input VAT”) for any tax period (or portion thereof) ending before the Closing Date for which the Transferred Entity receives a refund, or a credit against VAT otherwise payable by the Transferred Entity to a Taxing Authority on sales made by the Transferred Entity (“Output VAT”) for any tax period (or portion thereof) beginning on or after the Closing Date, and for this purpose Input VAT of any reasonable the Transferred Entity shall be credited against Output VAT payable by the Transferred Entity on a “first in – first out” basis, unless otherwise provided by law. If the Sellers receive a refund (or a credit against Retained Taxes in lieu of a refund) of non-of-pocket expenses incurred Retained Taxes, Seller Parent will pay, or cause to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of be paid, to Purchaser, within thirty (30) days following the receipt of such Tax refunds refund (or the application of such credit), the amount of such refund (or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital).

Refunds. Any tax refunds refund of PEPL that are Affiliated Group Taxes (including any interest in respect thereof) received by PEPLPurchaser or any of the Business Subsidiaries, and any amounts credited against such Affiliated Group Taxes that would otherwise be payable in lieu of a Tax refund to which Purchaser or any of the Business Subsidiaries becomes entitled (including by PEPL in a Post-Closing Tax Period, 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 way of any Taxes imposed amended Tax Returns or any carryback filing) for any Tax period or portion thereof ending on PEPL as a result of or prior to the receipt of such Tax refund or credits) Closing Date shall be for the account of Seller and Buyer to the extent such Affiliated Group Taxes were paid on or prior to the Closing or indemnified or otherwise economically borne by Seller or its Affiliates. Purchaser shall pay over to Seller any such refund or the amount of any such credit in lieu of a Tax refund (reduced by any costs or Taxes incurred in obtaining such refund or credit) within 15 days five (5) Business Days after receipt or entitle thereto. In additionor, to in the extent that case of a claim for Tax refund or credit in lieu of a Tax proceeding results in refund, after Purchaser or the Business Subsidiaries become entitled to such credit as a payment or credit against Tax by result thereof. For purposes of this Section 8.02, where it is necessary to apportion 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 in lieu of a Tax refund between Purchaser and net Seller for a Tax period that includes but does not end on the Closing Date, such refund or credit shall be apportioned between the portion of any Taxes imposed such period ending on Buyer or PEPL as a result and including the Closing Date and the period deemed to begin at the beginning of the receipt day following the Closing Date on the basis of an interim closing of the books of the Business Subsidiaries as if such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding taxable period ended on and included the foregoingClosing Date, Seller shall not be entitled to receive any Tax except that refunds or credits of PEPL (i) that arise from Affiliated Group Taxes imposed on a periodic basis shall be allocated on a daily basis. Purchaser shall cooperate, and cause the carryback of an item of lossBusiness Subsidiaries to cooperate, deduction, credit in obtaining any Tax refund for any Affiliated Group Taxes for any Tax period ending on or other Tax benefit which arises after prior to the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalDate.

Refunds. Any tax refunds of PEPL that are received by PEPLPurchaser agrees to pay to the Seller Representative (for further distribution to the Sellers) the amount (less all costs, expenses, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL the pursuit, receipt or payment thereof) of any cash Tax refunds or overpayment credits claimed in lieu of a cash Tax refund of the Company or a Subsidiary that relate to a Pre-Closing Tax Period (net of reasonable outa “Pre-ofClosing Tax Refund”), (i) with respect to such a Tax refund, promptly upon the actual receipt thereof, or (ii) with respect to such an overpayment credit, when used by the Company or the Subsidiary to reduce actual Taxes otherwise due and payable for a taxable period (or portion thereof) beginning after the Closing Date; provided, however, the term “Pre-pocket expenses incurred to obtain such Closing Tax refunds or credit Refund” shall not include, and net of the Sellers shall not be entitled to, any Taxes imposed on PEPL as a result of the receipt of such Tax refund or creditscredit (1) shall be for a taxable period (or portion thereof) beginning after the account Closing Date that arises from the use of Seller and Buyer shall pay over to Seller any such refund a net operating loss, net capital loss, Tax credit or other Tax attribute generated or arising in a Pre-Closing Tax Period, (2) for a Pre-Closing Tax Period that arises from the amount use of any such a net operating loss, net capital loss, Tax credit within 15 days or other Tax attribute generated or arising in a taxable period (or portion thereof) beginning after receipt or entitle thereto. In additionthe Closing Date, (3) to the extent that included as a claim for Tax refund positive adjustment the consideration paid under this Agreement, or a Tax proceeding results in a payment or credit against Tax by a taxing authority (4) 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 extent such Tax refund or credit and net is a refund or credit of any Taxes imposed not actually paid by the Company or the Subsidiary on Buyer or PEPL as a result of prior to the receipt of such Tax refunds Closing Date or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding by the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises Sellers after the Closing Date pursuant to an indemnification obligation under this Agreement. If any Pre-Closing Tax Refund is subsequently disallowed, reduced or required to be returned by the applicable Governmental Body, then the Seller Representative (iion behalf of the Sellers) that are set forth on the Final shall promptly pay to Purchaser an amount equal to such disallowed, reduced or required to be returned Pre-Closing Balance Sheet and included Tax Refund (together with any interest, penalties or other amounts imposed by such Governmental Body in the calculation of Closing Working Capitalconnection therewith).

Refunds. (i) Any tax refunds of PEPL that are Tax refund (including any interest in respect thereof) received by PEPLthe Buyer or the Company or any of its Subsidiaries, and any amounts credited against Taxes Tax to which the Buyer or the Company or any of its Subsidiaries become entitled (including by way of any amended Tax Returns), that would otherwise be payable by PEPL relate to any taxable period, or portion thereof, ending on or before the Closing Date (other than a refund or credit arising from the carryback to such period of any net operating loss or capital loss arising in a Post-taxable year or period, or portion thereof, beginning after the Closing Tax Period, 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 result of the receipt of such Tax refund or creditsDate) shall be for the account of Seller the Seller, and the Buyer shall pay over to the Seller any such refund or the amount of any such credit within 15 days after receipt or entitle entitlement thereto, respectively. In addition, to the extent that a claim for Tax refund or a Tax proceeding results in a payment payment, credit or credit other adjustment against Tax by a taxing authority to the Buyer or PEPL the Company or any of its Subsidiaries of any Tax liability accrued on the Final Closing Balance Sheet and amount taken into account in determining the calculation Closing Equity after giving effect to the resolution (in accordance with Section 1.2) of Closing Working Capitalall matters set forth in a Dispute Notice, the Buyer shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle entitlement thereto. Notwithstanding The Buyer shall pay the foregoingSeller 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 4.8(g). For purposes of this Section 4.8(g), where it is necessary to apportion a refund or credit between the Buyer and the Seller for a Straddle Period, such refund or credit shall not be entitled apportioned between the period deemed to receive any Tax 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 books, except that refunds or credits of PEPL Taxes (isuch as real property Taxes) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth imposed on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitala periodic basis shall be allocated on a daily basis.

Refunds. Any tax Following the Closing, Buyer shall cause the Group Companies to pay to Seller Representative for further distribution to Sellers any and all refunds (or any credits in lieu thereof) of PEPL that are Taxes (including interest thereon if any received by PEPL, and from any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, Governmental Authority with respect to Taxes paid by PEPL in such refund) that are attributable to a Pre-Closing Tax Period and that are received by Buyer or any of its Affiliates (net including, following the Closing, the Group Companies) after the Closing Date (less any reasonable expenses and Taxes incurred by Buyer or any of reasonable outits Affiliates (including, following the Closing, the Group Companies) in receiving such refund) (a “Tax Refund”), except to the extent that such Tax Refund (a) arises as the result of a carryback of a loss or other Tax benefit from a Post-of-pocket expenses incurred Closing Tax Period or (b) was reflected as an asset in the final calculation of Closing Working Capital. Any Tax Refund shall be paid to Seller Representative no more than 10 days following the receipt thereof by Buyer or any of its Affiliates. Seller Representative shall be entitled to pursue, at Sellers’ sole cost and expense, any Tax Refunds; provided, that: (i) Seller Representative shall permit Buyer to review each claim for refund, amended Tax Return or other filing required to obtain any Tax Refund at least 15 days prior to filing; (ii) notwithstanding anything in clause (iii) of this proviso to the contrary, neither Buyer nor any of its Affiliates (nor any of their respective employees or officers) shall be required to sign or file any claim for refund, amended Tax Return, or other filing described in clause (i) of this proviso if a position taken on such claim for refund, amended Tax refunds Return or credit other filing is not supportable at a more-likely-than-not or higher level of comfort; and net (iii) to the extent that the assistance of Buyer or any Taxes imposed on PEPL of its Affiliates (including, following the Closing, the Group Companies) is necessary in order to obtain any Tax Refund, at Seller Representative’s written request (and at the sole expense of Sellers), Buyer shall, and shall cause its Affiliates (including, following the Closing, the Group Companies) to, assist Seller Representative in obtaining any Tax Refund (except, for the avoidance of doubt, (A) preparing any data or other information used in connection with a claim for refund, amended Tax Return or other filing or (B) reviewing or analyzing any data or other information used in connection with a claim for refund, amended Tax Return or other filing, which, in each case, shall be the responsibility of Seller Representative). If a Tax Refund that was previously paid to Seller Representative pursuant to this Section 8.5 is subsequently reduced, disallowed or otherwise required to be returned to a Governmental Authority, any amounts due by Buyer or any of its Affiliates (including, following the Closing, the Group Companies) as a result of the receipt reduction or disallowance of such Tax refund or credits) Refund shall be treated as Excluded Taxes for the account of Seller and Buyer which Sellers 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalresponsible under Section 11.2.

Refunds. Any tax refunds of PEPL that are received by PEPLTaxes (including, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Periodwithout limitation, estimated Taxes) with respect to Taxes paid by PEPL in a any Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds that are received by Acquiror, the Company or credit and any Company Subsidiary after the Closing Date, net of any Taxes imposed on PEPL as or other expenses incurred in receiving such refund (any such refund, a result of the receipt of such “Pre-Closing Tax refund or credits) Refund”), shall be for the account of Seller the Company Securityholders, and Buyer the Company shall pay over to Seller the Exchange Administrator (for further distribution to the Company Securityholders) any such refund or the amount of any such credit Pre-Closing Tax Refund within 15 ten (10) days after receipt or entitle thereto. In additionthereof, provided however that any refunds attributable 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 carryback from 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises taxable year beginning after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included 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 Working CapitalDate 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 and for any Straddle Period as promptly as reasonably possible.

Refunds. Any tax Tax refunds of PEPL or credits that are received by PEPL, Buyer and its Affiliates (including for this purpose the Vantive Group Entities and the Deferred Vantive Local Businesses) of or against any amounts credited against Indemnified Taxes that would otherwise be payable by PEPL in a Post-Closing other than any Excluded Tax Period, 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 result of the receipt of such Tax refund or credits) Refunds shall be for the account of Seller Seller, and Buyer shall pay over over, or cause its Affiliates to Seller any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In additionpay over, 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 and third-party costs (including Taxes), the amount of any such refund or credit to Seller within five (5) Business Days after the receipt thereof or the application of such refund or credit against amounts otherwise payable. Buyer shall use commercially reasonable efforts to file for and obtain or cause its Affiliates, including any Vantive Group Entity or Deferred Vantive Local Business, to file for and obtain (or take any other action as needed to obtain), any refunds or credits to which Seller is entitled under this Section 4.15(e). If an amount of Indemnified Taxes that was included as a liability in the calculation of Final Cash Consideration 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 reversal of such Tax liability in the financial statements of Buyer, the Vantive Group Entities the Deferred Vantive Local Businesses, or any of their Affiliates pursuant to GAAP. Buyer shall pay over to Seller the amount of any such Tax refund or such Tax Overprovision within ten (10) Business Days after its receipt, net of any reasonable out-of-pocket and third-party costs (including Taxes) incurred by Xxxxx and any of their Affiliates attributable to obtain the obtaining and receipt of such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalOverprovision.

Refunds. Any tax refunds Xxxxxx 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 PEPL that are received by PEPLits Affiliates of, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, refund or credit with respect to Taxes paid (including refunds arising by PEPL in a reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Pre-Closing Tax Period relating to the Purchased Assets or the Business except to the extent such Taxes (net or refunds or credits with respect to such Taxes) are reflected on the Closing Date Balance Sheet. GE shall be entitled to retain or, to the extent actually received by, or credited to, Xxxxxx or its Affiliates, receive immediate payment from Xxxxxx or any of reasonable outits Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Post-of-pocket expenses incurred Closing Tax Period relating to the Purchased Assets or the Business or with respect to Taxes, refunds or credits that are reflected on the Closing Date Balance Sheet. Xxxxxx shall cooperate with GE to enable GE to obtain such Tax refunds any refund or credit with respect to Taxes to the extent such refund or credit is reflected on the Closing Date Balance Sheet and GE shall cooperate with Xxxxxx in securing any refund or credit of Taxes to which Xxxxxx would be entitled under this Section 9.4. Any refund or credit of Taxes with respect to 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 Taxes imposed on PEPL the payor as a result of its receipt of such refund increased by any Tax benefit to which the payor becomes entitled as a result of the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over payment made pursuant 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalthis Section 9.4.

Refunds. Any tax refunds of PEPL Taxes, plus, for the avoidance of doubt, any interest attributable thereto, that are received by PEPL, and any amounts credited against Taxes the Buyer (or its Affiliates) or the Sold Companies or Sold Subsidiaries that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a are Pre-Closing Tax Taxes (any such refund for a Straddle Period to be allocated in accordance with the principles of Section 9.4(e)) shall be for the sole account of the Company, xcvii and the Buyer shall pay (net of reasonable out-of-pocket expenses incurred or cause to obtain be paid) to the Company (in immediately available funds denominated in dollars) any such Tax refunds or credit and refund net of any Taxes imposed on PEPL as a result the Buyer in respect of the receipt or accrual of such Tax refund or 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 associated with obtaining such refund; provided, however, that this Section 9.4(g) shall not apply to obtain the extent such Tax refund or credit and net was taken into account in determining the Final Working Capital. The Buyer shall be entitled to any refunds of any Taxes imposed on Buyer or PEPL as a result of the receipt Sold Companies or Sold Subsidiaries other than refunds to which the Company is entitled pursuant to the preceding sentence. For purposes of this Section 9.4(g), the Sold Company or Sold Subsidiary shall be deemed to have received a refund of Taxes (i) if, and then only to the extent, that such refund offsets or reduces Taxes relating to any Post-Closing Tax Period or Post-Closing Straddle Period and (ii) at the time a Tax Return is filed on which such refund is actually applied against amounts otherwise payable. The Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, cooperate with the Company in obtaining refunds or credit) of the Sold Companies and the Sold Subsidiaries relating to Seller within 15 days after receipt or entitle thereto. Notwithstanding Pre-Closing Tax Periods and Pre-Closing Straddle Periods (including through amendment of Tax Returns); provided, however, that the foregoing, Seller Buyer shall not be entitled required to receive take any Tax refunds action that could in the Buyer’s reasonable determination have a material adverse impact on the Buyer or credits any of PEPL its Affiliates (iincluding any Sold Company or Sold Subsidiary) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalClosing.

Refunds. Any tax refunds Parent may, at its option, cause any of PEPL the Company or its Subsidiaries to elect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that are received by PEPLwould, and any amounts credited against Taxes that would otherwise absent such election, be payable by PEPL in a Post-Closing Tax Period, with respect carried back to Taxes paid by PEPL in a Pre-Closing Tax 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 (net 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 reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and its Subsidiaries, in each case, net of any Taxes Tax liabilities or increase in Tax liabilities imposed on PEPL as a result of Parent, Buyer, the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund Company or the amount Company’s Subsidiaries (or any of any their respective Affiliates) resulting from such credit within 15 days after receipt or entitle thereto. In additionrefund; provided, to the extent however, 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL refund (ix) that arise from to the extent such refund relates to a carryback of an item of loss, deduction, credit or other a Tax benefit which arises attribute from any 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 (iior cause to be paid) that are set forth on the Final Closing Balance Sheet and included amounts described in the calculation 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. At Seller’s request, Buyer and Parent, as applicable, shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 9.10(h), including through the filing of amended Tax Returns or refund claims as prepared by Seller, at Seller’s expense; provided, however, that any such 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 its review prior to the time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of 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 the Company’s Subsidiaries (or any of their respective Affiliates) in any Straddle Period (relating to the portion of such Straddle Period beginning after the Closing Working CapitalDate) or Post-Closing Period. To the extent that Buyer or Parent, as applicable, has paid a Tax refund to Seller and all or a portion of such Tax refund has subsequently been determined to be due and owed to a Governmental Body under the procedures of Section 9.10(g) or otherwise, Seller shall return to Buyer such amounts of such refund which have been determined to be due and owed to such Governmental Body.

Refunds. Any tax 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 PEPL that are received Taxes, including any interest paid by PEPLa Taxing Authority with respect to such refund, and actually received, or applied against a Tax liability for any amounts credited against taxable period, by Buyer, any Affiliate of Buyer, any Company or any Subsidiary attributable to Taxes paid by any Seller, Company or Subsidiary (or any predecessor or Affiliate of any Seller) with respect to any Pre-Closing Tax Period, 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 would otherwise be payable by PEPL relates to a carry-back of any item of loss, deduction or credit that arises in a any Post-Closing Tax Period. Except as otherwise provided in the immediately preceding sentence, with respect to any refunds of 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 result of the receipt Companies 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 accordance with the principles set forth in Section 9.06(e). Any refunds of such Tax refund Taxes of the Companies or credits) Subsidiaries for any taxable period beginning after the Closing Date shall be for the account of Seller Buyer. Each party shall forward, and Buyer shall pay over cause its Affiliates to Seller any such forward, to the party entitled pursuant to this Section 9.03(e) to a refund or of Taxes, the amount of any such credit refund within 15 ten (10) days after receipt such refund is actually received or entitle thereto. In additionapplied against another Tax liability, to as the extent that a claim for Tax refund or a Tax proceeding results case may be, 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 (each case net of any reasonable out-of-pocket expenses incurred costs to obtain the party receiving such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalrefund.

Refunds. Any tax Buyer shall pay (or cause to be paid) to Seller any Tax refunds of PEPL that are actually received by PEPLany Transferred Entity (or Buyer or any Affiliate of Buyer on any Transferred Entity’s behalf), and any amounts credited against Taxes 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 would otherwise be payable by PEPL in relate to Tax periods (or portions of a Post-Straddle Period) ending on or before the Closing Tax PeriodDate, with respect (ii) except to Taxes paid by PEPL in a Pre-Closing Tax Period the extent any such refund (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL x) arises as a result of carryback of loss or other Tax Benefit from a period beginning after the receipt of such Tax refund Closing Date or credits(y) 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 was taken into account in the calculation of Closing Working CapitalPurchase Price (as finalized pursuant to 45 Section 3.04), and (iii) net of costs and expenses incurred by the Buyer and its Subsidiaries, including Taxes, with respect to such refunds of Taxes. Buyer shall pay such amount file (net or cause to be filed), at the cost and expense of the Seller Parties, all Tax Returns (including amended Tax Returns) claiming any refunds, including through the carryback of any reasonable out-of-pocket expenses incurred net operating losses that are attributable to obtain such a Tax refund period ending on or credit and net of any Taxes imposed on Buyer before the Closing Date, to which Seller is entitled pursuant to the immediately preceding sentence. Any payments required to be made under this Section 9.05 shall be made in immediately available funds, to an account or PEPL accounts as a result directed by Seller, within five days of the receipt of the refund or the application of any such refunds as a credit against Tax refunds for which Seller has not otherwise agreed to provide indemnification under this Agreement. For purposes of this Section 9.05, Buyer or credit) any Affiliate of Buyer shall be treated as becoming entitled to Seller within 15 days a credit in lieu of cash Taxes only if, when and to the extent that such credit is actually utilized on a Tax Return filed by the Buyer or an Affiliate of Buyer after receipt or entitle theretothe Closing. Notwithstanding anything to the foregoingcontrary in this Section 9.05, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from Creditable VAT which is the carryback responsibility of an item the Buyer pursuant to Section 9.07 shall be for the benefit of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalBuyer.

Refunds. Any tax refunds Parent or one of PEPL its Affiliates shall be entitled to retain or, to the extent actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates of, any Tax refund or any credit for overpayment of Taxes that are actually received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, Buyer or its Affiliates with respect to Taxes paid by PEPL in a any 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 result of the receipt of such Tax refund or 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, relating to the extent that a claim for Tax refund Purchased Assets (other than with respect to any VAT 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 CapitalConveyance Taxes), Buyer shall pay such amount (net of any reasonable out-of-pocket expenses or Taxes incurred to obtain such Tax refund or credit and net of any Taxes imposed on by Buyer or PEPL as a result of the receipt of its Affiliates in obtaining such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretocredits. Notwithstanding the foregoing, (i) to the extent any such Tax refund is subsequently disallowed or required to be returned to the applicable Taxation Authority and Buyer has paid over such refund to Parent pursuant to this Section 7.01, Parent and its Affiliates agree to promptly repay the amount received in respect of such Tax refund, together with any interest and other additional amounts imposed by such Taxation Authority, to Buyer and (ii) in no event shall this Section 7.01 require the Buyer or any Affiliate of Buyer to make any payment for a refund or credit that results from the payment of Taxes with respect to a Pre-Closing Tax Period made on or after the Closing Date to the extent (X) Buyer was not indemnified or otherwise reimbursed for such Taxes and (Y) such Taxes were not taken into account in the calculation of Indebtedness or Assumed Net Working Capital, or (C) that gives rise to 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 Closing. 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 shall be entitled to retain or, to the extent actually received by Parent or its Affiliates, receive prompt payment from 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 PEPL (i) that arise from Taxes with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods pursuant to the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are principles set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalSection 7.06.

Refunds. Any tax refunds of PEPL Except as provided in the Ancillary Agreements, any Tax refund (including any interest actually received with respect thereto) that are is actually received by PEPLPurchaser, and the Seller Subsidiaries or any amounts credited Affiliate of Purchaser, or any credit against Taxes that would otherwise 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 Assets for any taxable period ending on or prior to the Closing Date or (b) any Taxes for which Seller is liable pursuant to this Agreement or the Ancillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be payable by PEPL the property of Seller and shall be paid over promptly to Seller; provided , however , 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 Post-taxable period ending on or before the Closing Tax Period, Date arising out of the carryback of a loss or credit of or with respect to Taxes paid by PEPL the Seller Subsidiaries, the Business or the Transferred Assets arising in a Pre-taxable period ending after the Closing Tax Period (net Date and that is actually received by Seller or any Affiliates of reasonable out-of-pocket expenses incurred Seller, shall be the property of Purchaser and shall be paid over promptly to obtain such Tax refunds or credit and net Purchaser; provided , however , that to the extent the amount of any Taxes imposed on PEPL such refund is due to a carry back to a tax year with respect to which the statute of limitations has, but for such carryback, expired and such refund is reduced as a result of the receipt assessment of such Tax refund any additional Taxes for which Purchaser could bring a claim for indemnity pursuant to Section 12.1(a) but for this sentence, none of Seller, FGWLA or credits) CLAC shall be liable or required to indemnify Purchaser, its Affiliates or the Seller Subsidiaries for such additional Taxes or shall be liable or required to indemnify Purchaser, its Affiliates or the account of Seller and Buyer shall pay over to Seller any such refund or Subsidiaries for the amount of any such credit within 15 days after receipt or entitle thereto. In addition, to the extent that a claim for Tax lost refund or a Tax proceeding results in a payment or credit against Tax by a taxing authority to Buyer or PEPL for the loss of any Tax liability accrued on the Final Closing Balance Sheet and taken into account in the calculation carryback item 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds loss or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive For purposes of determining whether any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deductionrefund, credit or other Tax equivalent benefit which arises after the Closing Date is actually received or (ii) that are set forth on the Final Closing Balance Sheet and included claimed for purposes of this Section 12.03, all such items shall be applied in the calculation of Closing Working Capitalorder prescribed by applicable Tax law.

Refunds. Any tax The Sellers shall be entitled to retain, or receive immediate payment from any member of the PD Mexico Group or the Purchaser (upon such Person’s receipt thereof) of, any Tax refund (including, without limitation, refunds arising by reason of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-amended returns filed after the Closing Tax Period, 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 Date) or credit and net of any Taxes imposed on PEPL as a result (plus any interest and inflation adjustments thereon received with respect thereto from the applicable taxing authority) relating to any member of the receipt of such Tax refund PD Mexico Group for which the Sellers are responsible under Section 5.3(a) or credits) shall have otherwise paid or caused to 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 theretopaid. In addition, any reduction of Taxes (“Reduced Taxes”) due with respect to the extent assets or business of any member of the PD Mexico Group for any period or partial period ending after the Closing Date that a claim for Tax refund or a Tax proceeding results in a payment or credit against Tax is attributable to an adjustment on audit by a taxing authority requiring any member of the PD Mexico Group to Buyer capitalize expenses or PEPL 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 accrued on in an amount reflecting such Reduced Taxes, less the Final Closing Balance Sheet reasonable expenses incurred by the Purchaser, if any, to amend any Tax Returns in order to pursue such refund. Any dispute with respect to Reduced Taxes shall be resolved by the Tax Dispute Accountants, and taken into account in any such determination by the calculation of Closing Working Capital, Buyer Tax Dispute Accountants shall pay such amount (net be final. The Purchaser shall be entitled to the benefit of any reasonable out-of-pocket expenses incurred to obtain such Tax other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the PD Mexico Group. The Purchaser and net the Sellers shall cooperate and the Purchaser shall cause the PD Mexico Group and its other Affiliates to cooperate, with the Sellers with respect to claiming of any Taxes imposed on Buyer refund or PEPL as a result of the receipt of such Tax refunds or credit) credit referred to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingin this Section 5.3(c), Seller shall not be entitled to receive any Tax including, without limitation, discussing potentially available refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit and preparing and filing any amended Tax Return or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalclaim for a refund.

Refunds. Any tax refunds Except to the extent included as an asset in the determination of PEPL that are received by PEPLExcluded Taxes, and Company Stockholders will be entitled to all Tax refunds, Tax credits or Tax overpayments of the Company or any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a Company Subsidiary for Pre-Closing Tax Period Periods; provided that such amounts will be net of: (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 result of the receipt of such Tax refund or creditsi) 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 costs incurred in obtaining such refund, credit or overpayment of Taxes, (ii) any Tax required to obtain be withheld on such Tax refund or credit amount, and net of (iii) any Taxes imposed on Buyer borne by Buyer, the Company or PEPL any Company Subsidiary as a result of the their receipt of such Tax refunds refund, credit or credit) to Seller within 15 days after receipt or entitle theretooverpayment of Tax. Notwithstanding For the foregoingavoidance of doubt, Seller shall the Company Stockholders will not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit payment or other benefit in the event any of Buyer, the Company, or the Company Subsidiaries receives any refund of Taxes for a Pre-Closing Tax benefit which arises Period that is attributable to carrying back to a Pre-Closing Tax Period a net operating loss or tax credit that arose in a taxable period (or portion thereof) beginning after the Closing Date Date. If Buyer, the Company or any Company Subsidiary or any of their affiliates receives any such net Tax refund or Tax credit or benefit from a Tax overpayment to which the Company Stockholders are entitled pursuant to this Section 7.17(h) (iieach a “Pre-Closing Tax Refund”), Buyer, the Company or the Company 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 Xxxxx, the Company, the Company Subsidiary, or such affiliate for interest with respect to such refund) to the Company Stockholders. In the event that are set forth on any Pre-Closing Tax Refund is required to be repaid to the Final applicable Governmental Entity, the Company Stockholders will promptly pay in accordance with their Pro Rata Shares an amount equal to such repaid Pre-Closing Balance Sheet Tax Refund (together with any applicable interest and included in the calculation of Closing Working Capitalpenalties) to Buyer.

Refunds. Any tax If the Company is entitled to claim a refund from a Governmental Authority 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 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 PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, 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 taxable period (or portion thereof) ending on or before the Closing Date or any other Taxes imposed on PEPL as to which the Buyer has been indemnified by the Seller pursuant to Section 9.8(b) (in each case, including pursuant to a result of claim for refund made pursuant to the receipt of such Tax refund or credits) shall be for the account of Seller and preceding sentence). The Buyer shall pay over to Seller any cause such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, to be paid to the extent 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 a claim for Tax begins after the Closing Date, net of reasonable fees or expenses incurred by the Buyer or the Company in obtaining such refund or credit. To the extent a Tax proceeding results in a payment refund or credit against Tax by Taxes that gave rise to a taxing authority to Buyer payment hereunder is subsequently disallowed or PEPL of any Tax liability accrued on otherwise reduced, the Final Closing Balance Sheet and taken into account in the calculation of Closing Working Capital, Buyer Seller shall pay to the Buyer the amount of such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax disallowed or reduced refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalagainst Taxes.

Refunds. Any tax income Tax refunds of PEPL that are received by PEPLthe Buyer or the Company, and any amounts credited credits against Taxes income Tax to which the Buyer or the Company become entitled, that would otherwise be payable by PEPL in a Post-relate to income Tax periods or portions thereof ending on or before the Closing Tax Period, 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 result of the receipt of such Tax refund or credits) Date shall be for the account of Seller the Sellers, and the Buyer shall pay over to Seller the Sellers any such refund or the amount of any such credit within 15 days after receipt or entitle theretocrediting for the benefit of the Company or Buyer. In addition, to the extent that a claim for Tax refund or a Tax proceeding results in a payment or credit against income Tax by a taxing authority to the Buyer or PEPL the Company of any Tax liability amount accrued on the Final Closing Balance Sheet and taken into account in Sheet, 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller Sellers within 15 days after receipt or entitle theretocrediting for the benefit of the Company or the Buyer. Notwithstanding the foregoing, Seller payment shall not be entitled made to receive any Tax refunds the Sellers under this Section 6.6(i) only to the extent that the refund or credits credit of PEPL overpaid Taxes relates to taxable periods or portions thereof ending on or before the Closing Date and represents Taxes that (i) that arise from have actually been paid by Sellers or the carryback Company either directly or through indemnity payment to the Buyer (but limited in the case of the Company to payments made before the Closing Date), and (ii) exceed any amount included as an item asset in the Closing Balance Sheet in respect of loss, deductionthe Company’s right to refund or credit of such overpaid Taxes). Any payments made under this Section 6.6(i) shall be net of any Taxes payable by the Company or the Buyer with respect to the receipt of such refund, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalinterest thereon.

Refunds. Any tax Without duplication, Seller shall be entitled to any refunds or credits of PEPL or against any Taxes (including interest thereon received from the relevant Tax Authority) for which Seller is responsible under this Agreement (including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) (“Tax Refunds”) that are actually received or realized by PEPLPurchaser, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax PeriodTransferred Entity, with respect or any of their respective Affiliates relating to Taxes paid by PEPL in a any Pre-Closing Tax Period (net including the portion of reasonable out-of-pocket expenses incurred to obtain any Straddle Period ending on the Closing Date). Any such Tax refunds Refund for any Straddle Period shall be equitably apportioned to Seller in accordance with the principles set forth in Section 8.2. If Seller determines that Purchaser, any Transferred Entity, or credit any of their respective Affiliates is entitled to file or make a formal or informal claim for refund or file an amended Tax Return, in each case, that would result in a Tax Refund, then Purchaser shall, if Seller so requests and net 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 Taxes imposed on PEPL proceeding which Seller directs Purchaser, any Transferred Entity, or any of their respective Affiliates. Purchaser shall use commercially reasonable efforts to, and to cause its Affiliates (including the Transferred Entities) to, pursue, obtain and expedite the receipt and realization of any Tax Refund that they are entitled to under applicable Law as soon as reasonably practicable after the Closing 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 of a result 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 8.9 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, then Purchaser shall pay, or cause its Affiliates to pay, to Seller the amount of such Tax Refund (including any interest paid thereon by the relevant Tax Authority) within fifteen (15) days of the receipt of such the Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt application of such Tax refunds Refund against current or credit) to future amounts otherwise payable. Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall is not be entitled to receive any Tax refunds or credits of PEPL (i) Refunds that may arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included Taxes borne by Purchaser in the calculation of Closing Working Capitalconnection with this Agreement.

Refunds. Any tax 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 of PEPL (including any interest paid thereon) that are received by PEPLany Transferred Entity or the Buyer (or any Affiliate of the Buyer), and any amounts credited or creditable against Tax (or otherwise Tax compensated or compensable) to which any Transferred Entity or the Buyer (or any Affiliate of the Buyer) becomes entitled, that relate to Taxes that would otherwise are Excluded Liabilities or Covered Taxes, to the extent the Seller is required to reimburse the Buyer for such Covered Taxes pursuant to Section 10.03, and (b) any over accruals of Taxes that are accrued as a Liability in the Final Closing Statements; provided, however, that the Buyer shall be payable by PEPL in a Post-Closing Tax Period, with respect entitled to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such any Tax refunds to the extent that such refunds are reflected as an asset for purposes of, and taken into account in, the Final Closing Statement. The Buyer shall file (or credit and net of cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any Taxes imposed on PEPL refunds to which the Seller is entitled pursuant to the immediately preceding sentence. Any payments required to be made under this Section 10.06 shall be made in immediately available funds, to an account or accounts as a result directed by the Seller, within fifteen (15) days of the receipt of such the refund, the filing of a Tax refund or credits) shall be for Return reflecting availability of the account of Seller and Buyer shall pay over to Seller any such refund credit or the filing of a Tax Return showing a lesser amount of any such credit within 15 days after receipt or entitle thereto. In addition, to Taxes payable than the extent that amount accrued therefor as 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 Liability on the Final Closing Balance Sheet Statement, as applicable. Notwithstanding anything to the contrary herein, Section 7.15 of the Disclosure Letter and taken into account in not this Section 10.06 shall govern as it relates to the calculation tax refund matters set forth thereon. For the avoidance of Closing Working Capitaldoubt and notwithstanding anything to the contrary set forth herein, Buyer shall pay such amount (net of if any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of payment to the receipt of such Tax refunds or credit) Seller pursuant to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.this Section 10.06 or,

Refunds. Any tax refunds refund or credits (including any interest received from a Governmental Authority with respect thereto) of PEPL that are received by PEPL, and Taxes of the Company for any amounts credited against Taxes that would otherwise be payable by PEPL in a PostPre-Closing Tax Period, with respect except to Taxes paid by PEPL the extent taken into account as an asset 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 result of the receipt of such Tax refund or credits) determining Final Working Capital, shall be for the account of Seller the Holders (based on their Payment Percentages) to the extent (i) such refund is received within eighteen (18) months after the Closing Date, or (ii) such credit is recognized and results in a reduction in the cash Tax liability of the Company or the Buyer shall pay over to Seller any or its Affiliates within eighteen (18) months after the Closing Date. Any such refund or credit of Taxes of the Company for any Straddle Period shall be equitably apportioned between the Holders and Buyer in the same manner as Section 6.1(b). Buyer shall forward, and shall cause its Affiliates (including the Company) to forward, to Holders Representative 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 associated with obtaining such Tax refund or credit and net of credit, including any Taxes imposed on Buyer the party receiving or PEPL as a result recognizing such refund or credit in respect of the receipt or recognition of such Tax refunds refund or credit) to Seller within 15 twenty (20) days after such refund or credit is received or recognized. Buyer shall, if the Holders Representative so requests and at the Holders Representative’s expense, cause the Company to file for and obtain any refund or credit to which a Holder is entitled under this Section 6.3 if done within the period of time that would reasonably allow receipt or entitle thereto. Notwithstanding recognition of the foregoing, Seller shall not be entitled to receive any Tax refunds refund or credits of PEPL (i) that arise from credit within the carryback of an item of loss, deduction, credit or other Tax benefit which arises 18 month period after the Closing Date Date, and provided that filing for or obtaining such refund or credit would not result in any material Tax detriment to the Company, the Buyer or any Affiliate thereof. Holders Representative (iior the Holders based on their Payment Percentages) shall repay to the Company the amount paid to Holders Representative pursuant to this Section 6.3 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that the Company is required to repay the applicable refund or an amount attributable to an applicable credit to such Governmental Authority, including, for the avoidance of doubt, in the event that such repayment is required more than eighteen (18) months after the Closing Date. For purposes of this Section 6.3 only, the term “Affiliate” shall mean only those entities that are set forth on the Final Closing Balance Sheet under Buyer’s control and included in the calculation of Closing Working Capitalmajority-owned.

Refunds. Any tax All refunds of PEPL that Taxes (including interest actually received thereon from a relevant Taxing Authority) for which Seller and Holdco are received by PEPL, and responsible pursuant to Section 9.1 (other than to the extent such refund results from the carryback to a Pre-Closing Tax Period of a Tax attribute of the Company or any amounts credited against Taxes that would otherwise be payable by PEPL of its Subsidiaries generated in a Post-Closing Tax Period, 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 result of the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over or its designee. If a refund of Taxes for which Seller or Holdco are responsible pursuant to Seller Section 9.1 is received by Buyer, one of its Affiliates, the Company or 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 Capitalits Subsidiaries, Buyer shall pay such amount (net of any reasonable amounts less Buyer’s out-of-pocket expenses incurred to obtain in connection with obtaining such Tax refund or credit and net of less any Taxes imposed on Buyer incurred by Buyer, its Affiliates, the Company or PEPL any of its Subsidiaries in connection with, or as a result of of, the receipt of such Tax refunds refund or credit) interest to Seller within 15 days after receipt or entitle theretoits designee. Notwithstanding the foregoing, Seller Buyer shall not be entitled to receive all other refunds of Taxes (including interest received thereon from a relevant taxing authority) in respect of any Tax refunds Taxes of the Company or credits any of PEPL its Subsidiaries (i) that arise including to the extent such refund results from the carryback to a Pre-Closing Tax Period of an item a Tax attribute of lossthe Company or any of its Subsidiaries relating to a Post-Closing Tax Period), deductionand Seller shall pay or cause to be paid such amounts to Buyer if such amounts are received by Seller or any of its Affiliates (less Seller’s out-of-pocket costs incurred in connection with obtaining such refund and less any Taxes incurred by Seller or its Affiliates in connection with the receipt of such refund or interest). Buyer or Seller, credit as applicable, shall pay over to Seller or other Tax benefit which arises its designee or to Buyer or its designee, as applicable, any such cash refund within thirty (30) Business Days after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalreceipt thereof.

Refunds. Any tax The Seller shall be entitled to any refunds of PEPL that are or reductions from Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) actually received by PEPLthe Company or any of its Affiliates in respect of the Pre-Closing Period or in respect of the portion of any Straddle Period that ends on and includes the Closing Date. The Buyer shall cause the Company and its Affiliates to use commercially reasonable efforts to obtain any such refunds to which the Company or any of its Affiliates may be entitled, and shall deliver to the Seller any amounts credited such refunds within five (5) Business Days of receipt by the Company or its Affiliates, after deducting any Taxes incurred in connection with obtaining and receiving the refund. The Buyer shall be entitled to any refunds of or reductions from Taxes (whether in the form of cash received or a credit against Taxes that would otherwise be payable payable) actually received by PEPL the Seller or any of its Affiliates in a respect of the Post-Closing Tax PeriodPeriod or in respect of the portion of any Straddle Period that ends after the Closing Date. The Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred the Buyer to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or refunds to which the amount of Company may be entitled, and shall deliver to the Company any such credit within 15 days after receipt or entitle thereto. In addition, refunds to the extent actually received by the Seller or any of its Affiliates within five (5) Business Days of receipt by the Seller or its Affiliates, after deducting any Taxes incurred in connection with obtaining and receiving the refund; provided, however that a claim for Tax refund it shall be the Buyer’s sole obligation to obtain any such refunds in respect of the Post-Closing Period or a Tax proceeding results in a payment or credit against Tax by a taxing authority to Buyer or PEPL respect of the portion 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) Straddle Period that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises ends after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalDate.

Refunds. Any tax refunds Seller shall be entitled to retain, or receive prompt payment from Buyer or any of PEPL that are its subsidiaries or Affiliates (including the Transferred Companies) of, any refund (including any 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 by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL or realized in a Post-Closing Tax Period, cash with respect to Taxes paid by PEPL in a attributable to any Transferred Company, the Transferred Assets or the Business for any Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred other than Transfer Taxes, but including any VAT for which Seller is responsible pursuant to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller Section 2.06(e)), including any such refund or amounts arising by reason of amended Tax Returns filed after the amount of any such credit within 15 days after receipt or entitle thereto. In additionClosing Date, but only to the extent that a claim for Tax (A) such 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding is not the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback 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 Taxes for a Straddle Period, the use of 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 a refund (to which Seller would be entitled under the 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 responsible pursuant to Section 2.06(e)), Seller shall be entitled, 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 adversely affect Buyer or any of its Affiliates (including any Transferred Company). Buyer will cooperate, and cause the Transferred Companies to cooperate, with respect to such claim for refund, and will pay, or cause the relevant Transferred Company to pay, to Seller the amount (including interest received from any Taxing Authority) of any related refund (including any 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) (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 Company), net of any unreimbursed costs incurred by Buyer and its Affiliates in respect of such refund and reduced by the amount of any Taxes arising or that would arise as a result of the receipt of such refund or interest thereon, within five (5) days of receipt (or realization in cash) thereof. Buyer and the Transferred Companies shall be entitled to retain, or receive prompt payment from Seller with respect to, any other refund, credit, offset or other similar benefit which arises after received or realized with respect to Taxes attributable to any Transferred Company, the Closing Date Transferred Assets or the Business. Notwithstanding any other provision, (iix) that are set forth 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 Final Closing Balance Sheet transfer of the Transferred Equity Interests and included in the calculation Transferred Assets to Buyer and assumption of Closing Working Capitalthe Assumed Liabilities by Buyer.

Refunds. 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 thereto from the applicable taxing authority) relating to the members of the Company Group (except to the extent that the Tax credit is otherwise reflected on the Financial Statements), for 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 periods ending on or prior to the Closing Date losses or other tax attributes of 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 consented to by Sellers, the Purchaser shall be entitled to any Tax refunds generated by the utilization of such losses or tax attributes. For these purposes, Sellers shall be deemed to have consented to any carry back of tax attributes to the extent such carry back is required under applicable Tax law. In addition, any reduction of Taxes (“Reduced Taxes”) due with respect to the assets or business of the members of the Company Group for any period 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 refund. Any tax refunds of PEPL that are received dispute with respect to Reduced Taxes shall be resolved by PEPLthe Tax Dispute Accountants, and any amounts credited against 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 that would otherwise be payable by PEPL in a Post-Closing Tax Period(plus any interest thereon received with respect thereto from the applicable taxing authority) relating to the member of the Company Group. The Purchaser and the Sellers shall cooperate, and the Purchaser shall cause the members of the Company Group and their other Affiliates, to cooperate with the Sellers, 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 claiming of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) referred to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingin this Section 4.3(c), Seller shall not be entitled to receive any Tax including discussing potentially available refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit and preparing and filing any amended Tax Return or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalclaim for a refund.

Refunds. Any tax 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 PEPL that are received by PEPL, and any amounts credited a cash refund or in the form of a credit against Taxes that would otherwise be payable by PEPL in a Post-actually payable) of Taxes (including interest thereon) received after the Closing Tax Period, Date with respect to Taxes paid by PEPL in a Pre-to, or attributable to, periods ending on or before the 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 result of the receipt of such Tax refund or 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 additionDate, except to the extent that a claim for Tax such 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from arises as the result of a carryback of an item of loss, deduction, credit a loss or other Tax benefit which arises from a period beginning after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and is included as an asset in the calculation of Closing 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 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 the Company Securityholders to the Acquiror pursuant to ‎Article VIII) within thirty (30) days after receipt of such refund in cash or entitlement to such credit. Without limiting the generality of the foregoing, the Company Securityholders (except the holders of Second Tranche SAFEs) shall be entitled to receive an amount equal to the cash Tax savings realized by the Acquiror or its Affiliates (including the Surviving Company) (the “Section 41 Benefit”) as a result of the 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 the Closing Date) after the Closing Date, calculated on a “with and without” basis (i.e., by treating any Section 41 Credits as the last deductions or credits taken on any Return). Schedule ‎6.3 hereto sets forth the amount of the Section 41 Credit applied for and pending as of the date of this Agreement. If any amount paid to the Company Securityholders (except the holders of Second Tranche SAFEs) pursuant to this ‎Section 6.3 is subsequently challenged successfully by any Governmental Authority, the Company Securityholders (except the holders of Second Tranche SAFEs) shall 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 the expiration of the applicable statute of limitations with respect to the collection by the applicable Governmental Authority or other Person of the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof).

Refunds. The Sellers shall be entitled to retain, or receive immediate payment from any member of any Company Group or the Purchaser of, an amount equal to any refund for Taxes that were paid with respect to a period or portion thereof ending on or prior to the Closing Date (including, without limitation, refunds arising by reason of amended returns filed after the Closing Date) plus any interest thereon received with respect thereto from the applicable taxing authority relating to any member of any Company Group or any German Branch. In addition, if as a result of an adjustment on audit by a taxing authority or as a result of an administrative or judicial proceeding for periods or portions thereof ending on or prior to the Closing Date of any member of any Company Group or any German Branch, expenses which had been deducted are required to be capitalized, or deductions or credits that had been deducted or claimed on a Tax Return are required to be deferred to any period or partial period ending after the Closing Date, and in connection with such audit or administrative or judicial proceeding an amount is payable by a Seller pursuant to Section 4.4(a), the amount of such payment shall be reduced by any reduction of Taxes as a result of such audit or administrative or judicial proceeding (assuming all other items of deduction then available are realized first) with respect to the assets or business of any member of any Company Group or any German Branch for any period or partial period ending after the Closing Date("REDUCED TAXES"); PROVIDED, that if any such Reduced Taxes arise after the date on which payment is made by a Seller pursuant to Section 4.4(a), the applicable Company or the Purchaser shall pay over an amount equal to such Reduced Taxes promptly after such reduction in Taxes occurs. In the case of any refund received by, or Reduced Taxes realized by, a Company listed on Exhibit B-1 or any of such Company's Subsidiaries or Thermometrics Beijing, the refund or Reduced Taxes payable to the Sellers or the reduction to the amount payable by the Sellers in the case of Reduced Taxes shall be such amount multiplied by the Applicable Percentage and shall be paid by the Purchaser. Any tax dispute with respect to refunds of PEPL that are received or Reduced Taxes shall be resolved by PEPLthe Third Party Accountants, and any amounts credited against Taxes that would otherwise such determination by the Third Party Accountants shall be payable by PEPL in a Post-Closing Tax Periodfinal. The Purchaser and the Sellers agree to Amended and Restated 22 Stock Purchase Agreement cooperate, and the Purchaser agrees to cause each Company Group member and its other Affiliates to cooperate with the Sellers, 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 claiming any refund or credit and net realizing the benefit of any Reduced Taxes imposed on PEPL referred to in this Section 4.4(d), including notifying the Sellers or the Purchaser, as a result the case may be, of the receipt existence of any facts that would constitute a reasonable basis for claiming such a refund or Reduced Taxes, providing all relevant information available to the Sellers or the Purchaser (through any member of any Company Group or otherwise), as the case may be, with respect to any such claim, filing and diligently pursuing such claim (including by litigation, if appropriate) and, in the case of the party filing such a claim, consulting with the other party prior to agreeing to any disposition of such Tax refund or credits) shall be for claim, provided that 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller Sellers shall not be entitled obligated by the terms of this Section 4.4(d) to receive amend any Tax refunds or credits of PEPL (i) that arise from Return previously filed in order to claim a refund attributable to the carryback of an item a loss or credit incurred by any member of loss, deduction, credit or other Tax benefit which arises any Company Group in a taxable period after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalDate.

Refunds. Any tax The Seller shall be entitled to retain, or receive immediate payment from the Company or the Purchaser of, any Tax refund (including refunds arising by reason of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-amended returns filed after the Closing Tax Period, 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 Date) or credit and net of any Taxes imposed on PEPL as a result of (plus any interest thereon received with respect thereto from the receipt of such Tax refund applicable Taxing Authority) relating to the Company for which the Seller is responsible under Section 4.3(a) or credits) shall has otherwise paid or caused to 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 theretopaid. In addition, any reduction of Taxes ("Reduced Taxes") due with respect to the extent that a claim for Tax refund assets 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 and net of any Taxes imposed on Buyer or PEPL as a result business of the receipt of such Tax refunds Company for any period or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises 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 to 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) that are set forth such Reduced Taxes result in an actual reduction of Tax liability of the Company for any period or 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 Final Closing Balance Sheet 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 included 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 referred to in the calculation of Closing Working Capitalthis 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.

Refunds. Any The Shareholder shall be entitled to retain, or receive immediate payment from 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 of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the 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 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 refunds of PEPL that are received by PEPLcredit or other tax item from any taxable year (or portion thereof) beginning after the Closing Date to any taxable year (or portion thereof) ending on or before the Closing Date for federal, state or local income tax purposes, and any amounts credited against 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 that would otherwise 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 payable by PEPL in a Post-Closing entitled to retain, and the Shareholder shall pay over to such member of the Company Group, any refund of or credit for Tax Periodresulting 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 Taxes paid claiming of any refund or credit 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 event the Closing occurs after December 31, 1997 and the Shareholder or any Non-Company Affiliate realizes any Tax benefit by PEPL in a Pre-reason of any net operating loss or capital loss incurred by the Company Group during the Short Closing Tax Period (net of reasonable out-of-pocket expenses incurred Period, the Shareholder shall pay to obtain the Company any such Tax refunds benefit as and when the Shareholder or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Non-Company Affiliate actually realizes such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or benefit, the amount of any such credit within 15 days after receipt or entitle thereto. In addition, to which shall be certified by 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 responsible officer and 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 and net of any Taxes imposed on Buyer or PEPL as a result independent public accountants of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalShareholder.

Refunds. Any tax refunds of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, 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 result of the receipt of such Tax refund or 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, Except 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 the Transaction Consideration, the Sellers shall be entitled to any refund or credit of Taxes (including any interest paid thereon) of the Group Companies relating to any Pass-Through Tax Return for any Pre- Closing Working CapitalTax Period (other than any refund or credit attributable to the carrying back of any Tax attribute that is attributable to a 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, Buyer the Group Companies or any of their Affiliates of any Tax refund or credit to which any Seller is entitled pursuant to this Section 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 net of (a) any reasonable out-of-pocket costs or expenses incurred in obtaining such refund of Taxes or in paying such amounts to obtain the Sellers, (b) any Tax required to be withheld on such Tax refund or credit payment, and net of (c) any Taxes imposed on Buyer borne by Purchaser or PEPL as a result any of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalits Affiliates.

Refunds. The Sellers shall be entitled to retain, or receive ------- immediate payment from any Company, its subsidiaries or the Purchaser of, any tax refund (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 thereto from the applicable taxing authority) relating to any Company or any of 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 their subsidiaries after the Closing Date. In addition, any reduction of Taxes ("Reduced Taxes") due with respect to the ------------- assets or business of the Companies or their subsidiaries 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 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 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 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 tax refunds of PEPL that are received dispute with respect to Reduced Taxes shall be resolved by PEPLthe Third Party Accountant, and any amounts credited against Taxes such determination by the Third Party Accountant shall be final. The Purchaser shall be entitled to the benefit of any refund or credit of federal, state, local or foreign taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any Company or any of its subsidiaries, that would otherwise be payable were paid with respect to a period after the Closing Date. In addition, any tax refund for a period before the Closing Date arising out of the carryback of a loss or credit incurred by PEPL the Companies or their subsidiaries in a Post-taxable period ending after the Closing Tax PeriodDate shall be the property of Purchaser and, if received by the Sellers, shall be paid over promptly to 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 Taxes paid by PEPL claiming any refund referred to 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 result of this Section 4.4(d), provided that the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller Sellers shall not be entitled obligated by the terms of this Section 4.4(d) to receive amend any Tax refunds or credits of PEPL (i) that arise from return previously filed in order to claim a refund attributable to the carryback of an item of loss, deduction, a loss or credit incurred by the Companies or other Tax benefit which arises their subsidiaries in a taxable period after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalDate.

Refunds. Any tax Buyer shall pay (or cause to be paid) to Seller Parent any Tax refunds of PEPL that are received by PEPLthe Companies (or Buyer or any Affiliate of Buyer on its behalf), and any amounts credited against Tax to which the Companies (or Buyer or any Affiliate of Buyer) become entitled, that relate to Tax periods (or portions of a Straddle Period) ending on or before the Closing Date or that are for Taxes that would otherwise be payable by PEPL for which Seller Parent has previously indemnified Buyer (in a Post-Closing Tax Periodeach case, with respect to Taxes including any interest paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit thereon and net of any Taxes imposed on PEPL as a result incurred in respect of the receipt or accrual of such Tax refund or 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 and net any expenses of any Taxes imposed on Buyer or PEPL as a result of the receipt of its Affiliates in obtaining such Tax refunds refund or credit) to Seller within 15 days after receipt ), excluding any refund or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL credit (i) that arise from attributable to any loss in a tax year (or portion of a Straddle Period) beginning after the carryback Closing Date applied (e.g., as a carryback) to income in a tax year (or portion of an item of loss, deduction, credit a Straddle Period) ending on or other Tax benefit which arises after before the Closing Date or (ii) taken into account in determining the Post-Closing Adjustment. Upon Seller Parent’s reasonable request (and at Seller Parent’s expense), Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the carryback of any net operating losses that are set forth attributable to a Tax period ending on or before the Final Closing Balance Sheet and included Date, to which Seller Parent is entitled pursuant to the immediately preceding sentence. Any payments required to be made under this Section 9.05 shall be made in immediately available funds, to an account or accounts as directed by Seller Parent, within five (5) days of the calculation receipt of Closing Working Capitalthe refund or the application of any such refunds as a credit against Tax for which Seller Parent has not otherwise agreed to provide indemnification under this Agreement.

Refunds. Any tax refunds The Equityholders shall be entitled to have added to the Escrow Fund the amount of PEPL any refund or credit of Taxes of the Company or any of its Subsidiaries that are is received by PEPL, and any amounts credited against Parent or its Subsidiaries prior to the date on which the Escrow Fund has been exhausted to the extent such Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes were paid by PEPL in a Pre-the Company or any of its Subsidiaries before the Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds Date, which refund or credit is actually recognized by Parent or its Subsidiaries, including the Surviving Corporation and its Subsidiaries, on or after the Closing Date and prior to the date on which the Escrow Fund has been exhausted, net of any Taxes imposed on PEPL 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 arises as a result of the receipt a carryback of such Tax refund a loss or 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 other tax benefit from a Tax proceeding results in a payment period (or credit against Tax by a taxing authority to Buyer portion thereof) beginning after the Closing Date, or PEPL of any Tax liability accrued on the Final Closing Balance Sheet and taken into account was included as an asset in the calculation of the Net Working Capital as finally determined pursuant to the Closing Working Capital, Buyer Statement. Parent shall pay deposit in the Escrow Fund any such amount to be added to the Escrow Fund pursuant to the prior sentence within ten (net 10) Business Days of any reasonable out-of-pocket expenses incurred to obtain such Tax the receipt or recognition of the applicable refund or credit and net 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 any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingdoubt, Seller shall not be entitled include any refund or credit with respect to receive any a Colorescience Tax refunds Return), including through the filing of amended Tax Returns for periods ending before or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after on the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalrefund claims.

Refunds. Any tax refunds The amount of PEPL that are received by PEPLany refunds, and credits or offsets of Taxes of either of the Companies or any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a of the Company Subsidiaries for any 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 result of the receipt of such Tax refund or credits) shall be for the account of the 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, except to the extent that a claim for Tax refund such refunds, credits or offsets of Taxes are reflected as a Tax proceeding results in a payment or credit against Tax by a taxing authority to Buyer or PEPL of any Tax liability accrued receivable on the Final Closing Balance Sheet Financial Statements and have been taken into account in determining the calculation Purchase Price Adjustment pursuant to Section 2.07, in which case such refunds, credits or offsets of Closing Working Capital, Buyer Taxes shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result be for the account of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretoPurchasers. Notwithstanding the foregoing, Seller any such refunds, credits or offsets of Taxes shall not be entitled for the account of the Purchasers to receive any Tax refunds the extent such refunds, credits or credits offsets of PEPL Taxes are attributable (idetermined on a marginal basis) that arise from to the carryback from a Post-Closing Tax Period or the portion of an item of loss, deduction, credit or other Tax benefit which arises a Straddle Period beginning after the Closing Date of items of loss, deduction or credit, or other Tax items, of either of the Companies or any of the Company Subsidiaries (ii) that are set forth or any of their respective Affiliates, including the Purchasers); provided, however, the Purchasers may not file an amended Tax Return or claim for refund of Taxes for any Pre-Closing Tax Period or portion of a Straddle Period ending on the Final Closing Balance Sheet Date (except as required by Law) without the written consent of the Seller (which consent shall not be unreasonably withheld). The amount of any refunds, credits or offsets of Taxes of either of the Companies or any of the Company Subsidiaries for any Post-Closing Tax Period shall be for the account of the Purchasers. The amount of any refunds, credits or offsets of Taxes of either of the Companies or any of the Company Subsidiaries for any Straddle Period shall be equitably apportioned between the Seller and included the Purchasers in accordance with the calculation principles of Closing Working CapitalSection 7.02 except to the extent such refunds, credits or offsets of Taxes are reflected as a Tax receivable on the Financial Statements and have been taken into account in determining the Purchase Price Adjustment pursuant to Section 2.07, in which case such refunds, credits or offsets of Taxes shall be for the account of the Purchasers. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive the amount of a refund, credit or offset to Tax the amount of such refund, credit or offset to Tax, within 10 days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may be.

Refunds. Any tax refunds of PEPL Taxes, plus any interest attributable thereto, that are received by PEPL, and any amounts credited against Taxes the Buyer (or its Affiliates) or the Sold Companies or Sold Subsidiaries that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect are related to Taxes paid by PEPL in a Pre-Closing Tax Periods and Pre-Closing Straddle Periods of the Sold Companies or Sold Subsidiaries (such refund for a Straddle Period to be allocated in accordance with the principles of Section 10.4(c)) shall be for the sole account of the Company. Any other refunds of Taxes, plus any interest attributable thereto, related to the Sold Companies or the Sold Subsidiaries shall be for the sole account of the Buyer. For purposes of this Section 10.4(f), the Sold Company or Sold Subsidiary shall be deemed to have received a refund of Taxes to the extent that such Sold Company or Sold Subsidiary elects to apply such refund, which it would otherwise have been entitled to receive, to offset or reduce Taxes otherwise payable by such Sold Company or Sold Subsidiary. A party receiving a refund or credit of Taxes to which another party is entitled under this Section 10.4(f) shall promptly pay (or cause to be paid) to such other party the amount of any such refund or credit (or, in the case of any refund or credit of Taxes of the Joint Venture, such other party’s Allocable Share of such refund or credit) and any interest thereon received from the Taxing Authority. Any payment pursuant to this Section 10.4(f) shall be made net of Taxes and reasonable out-of-pocket fees and expenses incurred to obtain such Tax refunds by the payor or credit and net of any Taxes imposed on PEPL its Subsidiaries or Affiliates as a result of the realization or receipt of such Tax refund or creditscredit of Taxes. Notwithstanding anything else in this Section 10.4(f) shall be for to the account of Seller and contrary, the Buyer shall not be obligated to pay over to Seller any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, under this Section 10.4(f) to the extent that a claim for any such refund (i) results from the carrying back of any net operating loss or other Tax refund attribute or a Tax proceeding results credit incurred in a payment or credit against Tax by a taxing authority to Buyer or PEPL taxable period beginning after the Closing Date (including the portion of any Straddle Period beginning after the Closing Date) or (ii) is attributable to any Tax liability accrued on asset to the Final Closing Balance Sheet and extent such Tax asset was specifically taken into account in the calculation determination of Closing Working CapitalCapital Assets as an addition to the Final Cash Purchase Price. To the extent a refund against Taxes that gave rise to a payment hereunder is subsequently disallowed or otherwise reduced, Buyer the party receiving such payment shall pay reimburse the paying party for the amount of such amount disallowed or reduced refund against Taxes (net of any reasonable out-of-pocket fees or expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalincurred).

Refunds. Any tax refunds Taxes of PEPL the Acquiring Companies, the Acquired Companies or their Subsidiaries that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL paid in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in of a Pre-Closing Tax 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 (net whether by way of reasonable out-of-pocket expenses incurred credit, reduction, offset or otherwise). Holdco shall or shall cause its Affiliates to obtain pay to ConAgra or its designee any such Tax refunds or credit and net of any Taxes imposed on PEPL as a result within ten (10) days of the receipt of such Tax refund or credits) shall be for the account of Seller thereof and Buyer shall pay over to Seller any such refund ConAgra, or its designee, the amount of any such credit 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 their Subsidiaries, whether by way of credit, reduction, offset or otherwise for any taxable period (other than a Pre-Closing Period with respect to uncollected Taxes not accrued as a liability on the Final Processing Closing Balance Sheet in the case of refunds attributable to any Processing Company or on the Final Cattleco Closing Balance Sheet in the case of refunds attributable to Cattleco) within 15 ten (10) days after receipt or entitle thereto. In additionof the utilization thereof, except (a) in the case of refunds of Taxes attributable to any Processing Company, 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 as an asset on the Final Processing 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.calculating 108

Refunds. Any tax refunds The amount of PEPL that are received by PEPL, and any amounts credited against refund of any Taxes that would otherwise be payable by PEPL in a Post(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, with respect to Taxes ) beginning after the Closing Date. Any such Tax refund shall be paid by PEPL 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 (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 result of the receipt 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 to a Pre-Closing Tax Period that is for the account of the Parent Shareholders or the Madison Group Sellers, as applicable, in accordance with the first sentence of this Section 7.8(f), such Tax refund or credits) obtained shall be for the account of Seller the Parent Shareholders or the Madison Group Sellers, as applicable, and Buyer the related Tax refund obtained shall pay over be paid to Seller any the 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 is received; and the related Tax refund obtained shall be treated as an adjustment to the consideration payable to the Parent Shareholders or the amount Madison Group Sellers, as applicable. Also, for the avoidance 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 Capitaldoubt, Buyer shall pay such amount have no obligation to reimburse or otherwise make any payment under this Section 7.8(f) (net or any other provision of this Agreement) to the Sellers, the Representatives, or any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL other Person as a result of the receipt of such Tax refunds availability or creditutilization in a Taxable period (or portion thereof) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises beginning after the Closing Date of any net operating loss, credit, or (ii) other Tax attribute of Parent or any Acquired Company that are set forth on is attributable to any Pre-Closing Tax Period. For the Final Closing Balance Sheet and included avoidance of doubt, the previous sentence shall not be interpreted to mean that the net operating loss of Parent referred to in the previous sentence cannot be used as an offset for the accrued Tax liability arising from the change in the method of accounting as reflected in the calculation of Closing Net Working Capital.Capital on Exhibit A.

Refunds. Any tax Except to the extent any such Tax refund or credits of Tax liability were specifically reflected in the Closing Working Capital and were taken into account in determining the Purchase Price or arises as the result of a carryback of a loss or other Tax attribute from a Tax period (or portion thereof) beginning after the Closing Date (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 PEPL that are received Tax liability, including interest paid therewith, in respect of Taxes paid by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, the Company or the Subsidiary with respect to Taxes paid by PEPL in a any Pre-Closing Tax Period (net of reasonable outor a Pre-of-pocket expenses incurred to obtain such Tax refunds or credit and Closing Straddle Period net of any Taxes imposed on PEPL as a result out of pocket costs to Buyer and its Affiliates attributable to the obtaining and receipt of such Tax refund or credits) shall be for the account of Seller and credit. The Buyer shall pay over to Seller any such refund or the Sellers Representative and the Company the amount of any such refund or credit within 15 days after receipt or entitle entitlement thereto. In addition, to the extent The parties agree 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from Tax liability for portion of the carryback of an item of loss, deduction, credit or other Tax benefit which arises after Straddle Period ending on and including the Closing Date or (ii) that are shall be determined using the methodologies consistent with those for determining Taxes relating to such portion of any Straddle Period as set forth on in Section 11.4(d) above. The Buyer shall reasonably cooperate, and shall cause the Final Company and the Subsidiary to reasonably cooperate, with the Sellers Representative in filing any claims for Tax refunds in respect of Taxes paid by the Company for a Pre-Closing Balance Sheet and included in the calculation of Tax Period or a Pre-Closing Working CapitalStraddle Period.

Refunds. Any tax (a) Sellers shall be entitled to any Tax refunds of PEPL (including any interest in respect thereof paid by a Tax Authority) that are received by PEPL, Buyer or the Purchased Entities and any amounts credited against Taxes Tax that would otherwise be payable are actually realized by PEPL Buyer or the Purchased Entities, in a Posteach case, that (i) are attributable to the Purchased Assets for any Pre-Closing Tax PeriodPeriod or (ii) relate to the Purchased Entities for any Pre-Closing Tax Period in each case, with respect to Taxes that Sellers 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 result of the receipt of such Tax refund or 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, prior to the extent Closing Date or for which Sellers have indemnified Buyer and its Affiliates pursuant to Section 8.1(a); provided 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller Sellers shall not be entitled to receive any such Tax refunds or credits of PEPL (ix) 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 an item any Tax attribute generated in any Post-Closing Tax Period. Buyer shall, or shall cause the Purchased Entities to pay to the Sellers the amount of lossany such refund or credit within fifteen (15) days after receipt of such refund or, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation case of Closing Working Capitalsuch 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 or any of its Affiliates in connection with obtaining such Tax refund or credit that were not previously reimbursed by Sellers pursuant to Section 8.5(b). Sellers shall reimburse Buyer for any Tax refund or credit (plus any penalties, interest and other charges imposed by the relevant Tax Authority) in the event Buyer or any of its Affiliates (including the Purchased Entities) are required to repay such Tax refund or credit to any Tax Authority.

Refunds. Any tax refunds Seller shall be entitled to the amount of PEPL that are received by PEPL, and any amounts credited against refund of Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, of any Company Group Member with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain the extent such Tax refunds Taxes were paid by the Seller and its Affiliates, including any Company Group Member, prior to the Closing, or credit 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 Company Group Member) after the Closing, net of any Taxes imposed on PEPL or other costs to Buyer and its Affiliates attributable to the obtaining and receipt of such refund, except to the extent such refund arises as the result of a result carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, or such refund was included as an asset in the 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 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 creditsrequired 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 Company Group Member) shall be for have the account right to set off and withhold from the payment of Seller and Buyer shall pay over to Seller any such refund or amount payable under this Section 6.8(l) the amount of any such credit within 15 days after receipt Taxes for which Seller is obligated to pay pursuant to Section 6.8(c) or entitle theretoSection 6.8(h). In addition, Notwithstanding anything to the extent that a claim for Tax contrary in this Agreement, Seller’s right to any 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 Taxes under this Section 6.8(l) shall expire at 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 and net of any Taxes imposed on Buyer or PEPL as a result conclusion of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are survival period for indemnification claims as set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalSection 6.8(h).

Refunds. Any tax 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 PEPL that are received by PEPL, and any 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 from the applicable Taxing authorities that would otherwise be payable relate to any Taxable period ending on or prior to the Closing Date less any increase in Taxes or third party expenses of the Buyer or the Company attributable to such refund or credit, within ten (10) days of receipt thereof or use of the credit by PEPL in a Postthe Buyer or the Company, provided that the Buyer or the Company may elect to carry back losses from post-Closing Tax Period, with respect periods to Taxes paid by PEPL in a Prepre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred periods, in which case the refunds attributable to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or credits) carryback shall be for the account of Seller and Buyer the Buyer. Any refunds or credits of Taxes of the Company for any Straddle Period shall pay over be apportioned between the Parties in the same manner as the liability for such Taxes is apportioned pursuant to Seller any such refund or clause (ii) above. If 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 and net 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 imposed on Buyer or PEPL incurred as a result of such disallowed or reduced refund or credit (adjusted to take into account the receipt of adjustment above for Taxes incurred by the Buyer or the Company attributable to such Tax refunds refund or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital).

Refunds. Any tax refunds The amount of PEPL that are received by PEPL, and any amounts credited against refund of Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a of the Company for any 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, which refund shall be for the account of reasonable out-of-pocket expenses incurred Buyer) received by Buyer or the Company after the Closing Date (or credited against Taxes of Buyer or the Company attributable to obtain such Tax refunds or credit and net periods after the Closing Date) in respect of any Taxes imposed on PEPL as a result of the receipt of such Company paid on or before the Closing Date or were otherwise borne by Seller pursuant to this Agreement (each a “Tax refund or creditsRefund”) shall be for the account of Seller and Buyer Seller; provided, that such amounts 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 (be net of (i) any reasonable out-of-pocket third party costs or expenses incurred to obtain by the Company or Buyer after the Closing Date in obtaining such Tax refund Refunds after the Closing Date, (ii) any undisputed amounts owed by Seller pursuant to Section 7.2(a) or credit Section 10.2(a) and net of (iii) any Taxes imposed on Buyer borne by Buyer, the Company, or PEPL any of their Affiliates as a result of the its receipt of such Tax refunds or credit) Refund that are not otherwise borne by Seller pursuant to Seller within 15 days after receipt or entitle theretothis Agreement. Notwithstanding The amount of any refund of Taxes of the foregoing, Seller shall not be entitled to receive Company for any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises period beginning after the Closing Date or (ii) that are shall be for the account of Buyer. The amount of any refund of Taxes of the Company for any Straddle Period shall be equitably apportioned between Buyer and Seller in accordance with the principles set forth on in Section 7.2(b). Each Party shall forward, and shall cause its Affiliates to forward, to the Final Closing Balance Sheet and included Party entitled to receive a refund of Tax pursuant to this Section 7.2(e) the net amount of such Tax Refund within thirty (30) days after such refund is received. If there is a subsequent reduction by a Governmental Authority (or by virtue of a change in the calculation applicable Tax Law) of Closing Working Capitalany 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 penalties imposed by a Governmental Authority with respect to such reduction.

Refunds. Any tax Tax refunds of PEPL that are received by PEPLPurchaser or a member of the Company Group, and any amounts credited against Taxes that would otherwise be payable by PEPL in Tax to which Purchaser or a Post-Closing Tax Period, 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 result member of the receipt Company Group becomes entitled, in each case that are in respect of such Tax refund or credits) Indemnified Taxes, shall be for the account of Seller Sellers, and Buyer Purchaser shall pay over to Seller Sellers any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, to including any interest thereon received from 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 relevant Taxing Authority (net of any reasonable an amount equal to the out-of-pocket costs and expenses incurred to obtain 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 the refund or overpayment (i) was taken into account as an asset in determining Adjusted Purchase Price, (ii) is attributable to any carry back from any Tax period (or portion thereof) beginning after the Closing or (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, upon the request of Purchaser, the Company or a Subsidiary, as applicable, shall promptly repay such refund or credit (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 event and to the extent that the Company or the Subsidiary is required to repay such refund or credit (or portion thereof) to the Taxing Authority after considering whether to challenge (at Seller’s sole cost and expense) such repayment in good faith. In the event a Taxing Authority asserts such refund or credit (or portion thereof) shall be repaid, Purchaser, the Company or the Subsidiary, 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.

Refunds. Any tax refunds of PEPL Tax refund (including any interest in respect thereof) that are is received by PEPLBuyers or the Acquired Companies (or any of their Subsidiaries), and any amounts of overpayments of Tax credited against Taxes which Buyers or the Acquired Companies (or any of their Subsidiaries) otherwise would be or would have been required to pay, that would otherwise be payable relate to Taxes of an Acquired Company for Pre-Closing Taxable Periods (except if such refund or credit is caused by PEPL in a carryback of losses or credits from a Post-Closing Tax Period, with respect to Taxes paid by PEPL Taxable Period or is taken into account in a Pre-computing Indebtedness or 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 result of the receipt of such Tax refund or creditsNet Working Capital) shall be for the account of Seller Sellers, and Buyer Buyers shall pay over to Seller Sellers any such refund or the amount of any such credit within 15 thirty (30) 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 application 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 and net to reduce a Tax liability of Buyers, the Acquired Companies or any Taxes imposed on Buyer Affiliate of Buyers or PEPL the Acquired Companies. Any payments made pursuant to this Section 7.05(h) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes unless otherwise required by Law. In the event that the amount of a result of refund or credit paid to Sellers pursuant to this Section 7.05(h) is subsequently disallowed or reduced by a Governmental Entity, Sellers shall, promptly upon notice from Buyers, pay to Buyers the receipt amount of such Tax refunds disallowance or credit) to Seller within 15 days after receipt or entitle theretoreduction plus any applicable interest and penalties. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises Activities after the Closing. Following the Closing, except with the prior written consent of Sellers’ Representative (not to be unreasonably withheld, conditioned, or delayed),Buyers shall not, and shall not allow any of their Affiliates (including the Acquired Companies) to (i) file an amended Tax Return of any Acquired Company for any Tax period ending on or before the Closing Date or Date; (ii) that are set forth file for, or otherwise request from any Taxing Authority, any administrative ruling (including a private letter ruling or change of method of accounting) regarding the Taxes or Tax Returns of any Acquired Company for any Tax period ending on or before the Closing Date, (iii) make any election under Section 336 or 338 of the Code (or any similar election under state, local or foreign Law) in respect of the transactions contemplated by this Agreement; (iv) make, revoke, or change any Tax election or change any current practice or procedure or accounting method of any Acquired Company with retroactive effect to a Tax period ending on or before the Closing Date; (v) cause any Acquired Company to take any action, not otherwise contemplated by this Agreement, outside of the ordinary course of business on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.Date

Refunds. Any tax refunds Taxes of PEPL that are received by PEPLBrandCo and LicenseCo arising from or in connection with a Tax period on or prior to the Initial Closing Date (each, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post“Pre-Closing Tax Period”), 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 borne directly or indirectly by the Seller that are refunded to, or credited against a result liability for Taxes of, the Buyer or any of its Affiliates (including, after the receipt of such Tax refund or creditsInitial Closing Date, BrandCo and LicenseCo) shall be for the account of the Seller (including any interest paid with respect thereto by the applicable Governmental Authority, but excluding any refund or credit attributable to any loss in a tax year (or Straddle 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 refund Pre-Closing Tax Refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, up 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 amount 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are asset set forth on the Final 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 Balance Sheet Date in accordance with past custom and included 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 calculation of Closing Working CapitalSeller) to file for and obtain any such refund or credit.

Refunds. Any tax refunds of PEPL Except for refunds, receivables or credits that are received by PEPL, and any amounts credited against included in the Working Capital Statement or have reduced Taxes that would otherwise are accrued or reserved against in the Working Capital Statement, Pfizer shall be payable by PEPL in a Post-Closing Tax Periodentitled to retain, or receive prompt payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any refund or credit with respect to Taxes paid (including, without limitation, refunds and credits arising by PEPL in a Pre-reason of amended Tax Returns filed after the Closing Date or otherwise) with respect to any Tax Period period ending on or before the Closing Date relating to the Conveyed Subsidiaries, any of their Subsidiaries or any Asset Selling Corporation, provided, however, that (net of reasonable out-i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive prompt payment from Pfizer of-pocket expenses incurred to obtain , any such Tax refunds refund or credit and net of any Taxes imposed on PEPL to the extent that such refund or credit arises as a result of the receipt of such Tax refund use or creditsapplication (as provided in Section 7.4(d)) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or the amount of any such net operating loss, net capital loss, foreign tax credit, research and development credit within 15 days after receipt or entitle thereto. In additionother 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 before the Closing Date or that includes the Closing Date, and (ii) to the extent that a claim for Tax refund Pfizer or a Tax proceeding results in a payment any of its Affiliates (other than the Conveyed Subsidiaries or credit against Tax by a taxing authority to Buyer or PEPL any of their Subsidiaries) incurs 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 and net of any Taxes imposed on Buyer or PEPL detriment as a result of the receipt carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such Tax refunds 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 Seller within 15 days after receipt Pfizer or entitle thereto. Notwithstanding any of its Affiliates (other than the foregoingConveyed Subsidiaries or any of their Subsidiaries), Seller Pfizer shall not be entitled to receive prompt payment from Purchaser of the refund or credit received or enjoyed by the Purchaser or any Tax refunds of its Affiliates (including the Conveyed Subsidiaries or credits their Subsidiaries) as a result of PEPL (isuch carryback. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit not described in Section 7.4(e)(ii) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or (iicredit with respect to Taxes not described in Section 7.4(e)(ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalwith respect to a Straddle Period.

Refunds. Any tax 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 PEPL that are received by PEPL, and any amounts amended Tax Returns filed after the Closing Date or otherwise) actually realized in cash or as an amount credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, any Transferred Entity with respect to Taxes paid by PEPL any Tax period ending on or before the Closing Date, except to the extent: (i) attributable to the carryback of a net operating loss or other Tax attribute from a taxable period (or portion thereof) beginning after (or in a Pre-Closing Tax Period (net the case of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net Transferred Entities that are residents of any Taxes imposed on PEPL as a result Canada for purposes of the receipt of such Income Tax refund or creditsAct (Canada), on) 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 additionClosing Date, 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 (ii) specifically identified and taken into account in the calculation of Working Capital or Indebtedness, (iii) received by Purchaser or any of the Transferred Entities more than eighteen (18) months after the Closing Working CapitalDate, Buyer or (iv) required to be 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 8.10 shall pay such amount (be net of any reasonable out-of-pocket costs, expenses or Taxes incurred to obtain such Tax refund by Purchaser, any Transferred Entity or credit and net any of any Taxes imposed on Buyer their respective Affiliates in connection with the obtaining, receiving, or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive paying over any Tax refunds or credits of PEPL 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 six (i6) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises months after the Closing Date and at Parent’s upfront expense, cause the relevant Transferred Entity to file or (ii) that are set forth make such claim or amended Tax Return unless doing so could reasonably be expected to have a non-de minimis adverse effect on the Final Closing Balance Sheet and included in the calculation Purchaser, any Transferred Entity, or any of Closing Working Capitaltheir respective Affiliates.

Refunds. Any tax (i) If an Acquired Company is entitled to claim a refund from a Governmental Authority 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 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 PEPL that are 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 by PEPLthereon from the applicable Governmental Authority, (y) except to the extent such Taxes (and any amounts credited against interest) are reflected and included in the Final Closing Statement and (z) reduced by any Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net of and reasonable out-of-pocket expenses incurred attributable to obtain the receipt or realization of such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or credits) shall be for the account of Seller and ). The Buyer shall pay over to Seller any cause such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, 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. To the extent that a claim for Tax refund or a Tax proceeding results in a payment or credit against Tax by Taxes that gave rise to a taxing authority to Buyer payment hereunder is subsequently disallowed or PEPL of any Tax liability accrued on otherwise reduced, the Final Closing Balance Sheet and taken into account in the calculation of Closing Working Capital, Buyer Seller shall pay to the Buyer the amount of such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax disallowed or reduced refund or credit and net of against Taxes, plus any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingpenalties, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit interest or other Tax benefit which arises after charges imposed by the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalrelevant Governmental Authority with respect thereto.

Refunds. Any tax The Sellers shall be entitled to receive any refunds of PEPL that are received by PEPL, and Taxes for any amounts credited against Taxes that would otherwise be payable by PEPL in a PostPre-Closing Tax Period, whether received by the Buyer, the Companies, or any of their respective Affiliates, and whether received in the form of a refund, offset, credit, receipt of payment, or otherwise, along with any interest paid with respect thereto by the relevant Governmental Authority net of any associated Taxes and other expenses incurred by the Buyer, the Companies, or any of their Affiliates (a “Tax Refund”), unless such Tax Refund was specifically reflected as an asset within Net Working Capital. The Buyer, the Companies, and their respective Affiliates shall cause any Tax Refunds to be paid promptly to the Sellers’ Representative. In the case of any Straddle Period, the amount of Tax Refunds to which the appropriate Sellers are entitled shall be determined in the same manner as Taxes are allocated to the Sellers with respect to Taxes paid by PEPL such Straddle Period under Section 9.2(b). The Buyer, the Companies, and their respective Affiliates shall promptly execute such documents, take commercially reasonable additional actions, and otherwise reasonably cooperate as may be necessary to perfect their rights in a Pre-Closing and obtain all Tax Period (net Refunds. Neither the Buyer, the Companies, nor any of reasonable out-of-pocket expenses incurred their respective Affiliates shall forfeit, fail to obtain collect, or otherwise minimize or delay any Tax Refund. The Buyer, the Companies, and their respective Affiliates shall provide the Sellers with such Tax refunds assistance or credit and net access to records or information as may be reasonably requested in connection with the review of any Taxes imposed on PEPL as a result Tax Return, including the filing of 25041432.12 any claim for refund, for purposes of determining the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over Refunds payable pursuant to Seller any such refund or the this Section 9.8. 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and liabilities included in the calculation of Closing Net Working CapitalCapital that are not actually paid to the relevant Governmental Authority shall be treated as a Tax Refund to which this Section 9.8 applies.

Refunds. Any tax The Blocker Sellers shall be entitled to any credits and refunds of PEPL that are (including any interest thereon) received by PEPL, and a Blocker in respect of any amounts credited against Taxes that would otherwise be payable by PEPL in a PostPre-Closing Tax Period, solely to the extent that the amount of such credit or refund (and any interest thereon) exceeds the amount reflected as an asset with respect to such credit or refund on the statement of Final Working Capital. Buyer agrees that, upon written request of Seller Representative and at the sole cost and expense of Blocker Seller, it shall apply for any such credit or refund and further agrees that it will not elect to (i) carry forward any such credit or refund amount to reduce Taxes of a Blocker or Company Party for any Tax period (or portion thereof) that begins after the Closing Date; or (ii) carry forward any net operating losses from a Pre-Closing Tax Period to a Tax period that begins on or after the Closing Date if such net operating losses, credit or refund could be utilized to obtain a refund for a Pre-Closing Tax Period. Buyer shall cause a Tax refund that is recognized or received with respect to a Pre-Closing Tax Period and which Blocker Sellers are entitled pursuant to this Section 7.03(g) to be paid by PEPL to the Sellers' Representative (for distribution to the Blocker Sellers) promptly after it is received. At the time that the Sellers' Representative files each Blocker's Income Tax Return pursuant to Section 7.03(b), each Blocker shall either (i) properly carry back any net operating loss from its 2013 tax year to offset income from its 2012 tax year; or (ii) properly elect to relinquish the carry back period with respect to such net operating loss. Notwithstanding anything to the contrary in this Agreement, Blocker Sellers shall not be entitled to any credit or refund relating to a Pre-Closing Tax Period to the extent that such credit or refund relates to any net operating loss or credit that is carried back to the Pre-Closing Tax Period from a taxable period (or portion thereof) ending on or after the Closing Date, and Blocker Sellers shall not be entitled to any payment with respect to the use or application in a taxable period ending after the Closing Date, subject to the limitations provided in (i) and (ii) of this Section 7.03(g), of a net operating loss or credit that arises 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 result of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalPeriod.

Refunds. Any tax refunds of PEPL that are refund (including interest paid thereon, to the extent received by PEPLthe Company Group), and any amounts paid or credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, to the Company Group with respect to Taxes paid by PEPL in a Pre-Tax period that actually ends on or prior to the 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 result of the receipt of such Tax refund or credits) Date shall be for the account of Seller and Buyer shall pay over to Seller 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 Closing Working Capital. The portion of any refund (including interest paid thereon, to the extent received by the Company Group) paid or credited to the Company Group and attributable to the pre-Closing portion of any Straddle Tax Period shall be for Sellers’ account, except for any refund that (x) is attributable to any post-Closing deduction, loss, credit or similar benefit or (y) has been reflected in the calculations of Closing Working Capital. All other refunds shall be for Holdco’s account. Holdco or its Affiliates (including the Company Group) shall pay (or cause to be paid) to the Sellers the amount of any such credit refund that is for Sellers’ account, within 15 five days after receipt thereof by Holdco or entitle theretoany of its Affiliates (including the Company Group). In additionAny such payment shall be net of any incremental cost incurred by or Tax imposed on Holdco or any of its Affiliates (including the Company Group) in 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 Tax a refund or an amended Tax Return providing for a refund with respect to a Tax proceeding results in a payment period that actually ends on or credit against Tax by a taxing authority prior to Buyer or PEPL of any Tax liability accrued on the Final Closing Balance Sheet and taken into account in Date, the calculation of Closing Working Capital, Buyer Sellers shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive file 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), provided that Holdco shall have rights similar to those under Section 7.5(c) with respect to such claim. The parties shall cooperate in making a formal or informal claim for any refund attributable to a Straddle Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalPeriod.

Refunds. Any tax refunds The Purchaser shall cause the Company to carryback any losses of PEPL that are received by PEPL, the Company and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, its Subsidiaries with respect to the 2007 taxable year (or any portion thereof) to the 2006 taxable year, and to claim a refund of, credit to or other offset against any Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-the Company or its Subsidiaries with respect to the 2006 taxable year. Any such refund of-pocket expenses incurred , credit to obtain such Tax refunds or credit and net of any other offset against the Taxes imposed on PEPL as a result of the receipt Company and its Subsidiaries in respect of such Tax refund or credits) 2006 taxable year, plus any interest received with respect thereto, from the applicable taxing authorities shall be solely for the account of the Seller and Buyer shall pay over to Seller and, if any such refund refund, credit or offset is received by the Purchaser or the amount 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 within 15 days after receipt or entitle thereto. In addition, offset shall be deemed to have been received by the extent Company and its Subsidiaries on the date that a the Company and its Subsidiaries claim for Tax refund such credit or offset pursuant to a Tax proceeding results in a payment or credit against filing made with the applicable taxing authority. The Purchaser shall prepare and file all 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 and net of any Taxes imposed on Buyer or PEPL as a result Returns of the receipt Company and its Subsidiaries that are required to be filed on or after the Closing Date. The Company’s 2007 United States federal Tax Return shall be 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 refunds or creditReturn to the Seller for the Seller’s review at least thirty (30) days prior to the filing thereof, and shall consult with the Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled in good faith with respect to receive any such Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Return prior to filing such Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalReturn.

Refunds. Any tax refunds Tax refunds, or credits for the overpayment of PEPL that are Tax relating to any Pre-Closing Tax Period received by PEPLa Buyer, and the Dutch Entity, or any amounts credited against of their Affiliates after the Closing Date in respect of Taxes of the Dutch Entity (including for the avoidance of doubt any refund of value added tax receivables received or to be received by the Dutch Entity to the extent that would otherwise they pertain to pre-Closing activities of the Remaining Entity) or the Assets, in each case, that were paid on or before the Closing Date or were paid by the Seller Representative or the Sellers or indemnified after the Closing pursuant to Section 5.06(a) or Article VI, respectively, shall be payable by PEPL for the account of the Sellers, except to the extent such credit or refund was included in the determination of Closing Net Working Capital, as finalized pursuant to Section 1.05, or such Tax refund or credit arises as the result of a carryback of a loss or other Tax attributable to a Post-Closing Tax Period. The applicable Buyer shall pay over to the Seller Representative (for the benefit of, with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net and further distribution to, the Sellers) the amount of reasonable out-of-pocket expenses incurred to obtain any such Tax refunds or credit and Refund within ten (10) Business Days after its receipt, net of any Taxes imposed on PEPL as cost (including Taxes) incurred by a result Buyer, the Dutch Entity and any of their Affiliates attributable to the obtaining and receipt of such Tax refund or creditscredit. Notwithstanding anything to the contrary in this Agreement, the Sellers shall promptly repay to such Buyer any such amount the Sellers received under this Section 5.06(g) shall be for (including any interest, penalties or other additional amounts imposed by a Taxing Authority) in the account of Seller and Buyer shall pay over to Seller any event that such refund or the credit is subsequently disallowed or required to be returned to a Taxing Authority. 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding Dutch Entity for any Straddle Period shall be equitably apportioned between the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from Buyers and the carryback of an item of loss, deduction, credit or other Tax benefit which arises after Sellers in accordance with the Closing Date or (ii) that are principles set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalSection 5.06(a)(iii).

Refunds. Any Seller shall be entitled to retain, or receive prompt payment from Buyer or any of its Subsidiaries or Affiliates (including the Transferred Company) with respect to, any refund, credit, offset or other similar benefit actually received (or in the case of an offset or credit against a Tax otherwise owing, the amount by which a tax refunds liability was actually offset or reduced by way of PEPL credit) with respect to Taxes attributable to the Transferred Company for any 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 are received the Transferred Company is entitled to file or make a formal or informal claim for a refund of Taxes (including by PEPLfiling 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 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 amounts credited against claim for refund made in accordance with the preceding sentence and shall pay, or 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 that would otherwise be payable by PEPL 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, with respect Period 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 result of the receipt of such Tax refund or credits) shall be for the account of Seller and Period. 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive all refunds of Taxes in respect of Taxes that relate to Post-Closing Tax Periods, and Seller shall promptly pay over any Tax such refunds received by Seller or credits of PEPL its Affiliates (inot including the Transferred Company) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or to Buyer. (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.d)

Refunds. Any tax refunds If Parent or any of PEPL that are received its Affiliates actually receives any cash refund (including by PEPL, way of credit against other cash Tax liabilities actually due and any amounts credited against otherwise payable) in respect of Taxes that would otherwise be payable by PEPL in of the Company (i) relating to a PostPre-Closing Tax Period, with respect to Taxes (ii) that were actually 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 result of the receipt of such Tax refund or 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, Company prior to the extent Closing, (iii) 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 were not taken into account in the calculation of the Final Closing Date Working Capital, Buyer Final Closing Company Indebtedness or the Merger Consideration (or any component thereof), and (iv) are not required to be paid to a third party pursuant to an agreement in place on the Closing Date, then Parent or the Third Surviving Entity shall pay the amount of such amount (refund or credits, net of any reasonable out-of-pocket costs and expenses (including additional Taxes) incurred by Parent, the Third Surviving Entity or any of their respective Affiliates attributable to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the obtaining receipt of such refunds or credits, (A) in respect of the Indemnitors that are holders of Company Capital Stock, in the form of cash by wire transfer of immediately available funds to an account designated by such Indemnitors in writing, and (B) in respect of the Indemnitors that are holders of In-the-Money Options, cash through Parent’s (or its applicable Affiliate’s) payroll processing system subject to employment and any other applicable Tax withholding, in each case based on each such former holder’s Direct Indemnification Percentage, promptly upon actual receipt thereof (including by way of credit against any cash Tax liability actually due and otherwise payable), except to the extent that such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise result from the carryback of an item of any loss, deduction, refund or credit incurred in a taxable period (or other Tax benefit which arises portion thereof) beginning after the Closing Date Date. To the extent any such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Authority, each Indemnitor (iion a several, not joint basis) that are set forth on shall promptly repay the Final Closing Balance Sheet and included in the calculation amount of Closing Working Capitalsuch disallowed refund or credit received to Parent, together with any interest, penalties or other additional amounts imposed by such Governmental Authority.

Refunds. Any tax refunds of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, 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 result of the receipt of such Tax refund or 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 theretoa). In addition, Except 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 Capitalthe Transaction Consideration, Buyer the Sellers shall pay such amount (net of be entitled to any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of Taxes (including any Taxes imposed on Buyer or PEPL as a result interest paid thereon) of the receipt of such Group Companies relating to any Pass-Through Tax refunds Return for any Pre- Closing Tax Period (other than any refund or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL credit (i) attributable to the carrying back of any Tax attribute that arise from the carryback of an item of loss, deduction, credit is attributable to a Taxable period (or other Tax benefit which arises portion thereof) beginning after the Closing Date or (ii) that allocable to Blocker Corp or PSP Intermediate) to the extent such refunds are set forth received within the (18) month period beginning on the Final Closing Balance Sheet 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 to which any Seller is entitled pursuant to this Section 6.18, Purchaser shall, or shall cause its applicable Affiliate to, deliver and included 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 net of (a) any out-of-pocket costs or expenses incurred in obtaining such refund of Taxes or in paying such amounts to the calculation Sellers, (b) any Tax required to be withheld on such payment, and (c) any Taxes borne by Purchaser or any of Closing Working Capitalits Affiliates.

Refunds. Any tax refunds Buyer may (except as provided in Section 9.11(b)), at its option, cause any of PEPL the Company or its Subsidiary to elect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that are 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: (i) any refund of Taxes paid to any of the Company or its Subsidiary for any Pre-Closing Period actually received by PEPLBuyer, the Company or its Subsidiary (or any of their respective Affiliates) and any amounts of Pre-Closing Taxes credited against Taxes that would otherwise be payable by PEPL in for a Post-Closing Period or a Straddle Period beginning after the Closing Date to which the Company or its Subsidiary become entitled in a Tax Periodperiod ending after the Closing Date, with respect to (ii) a portion of any refund of Taxes paid by PEPL any of the Company or its Subsidiary for any Straddle Period (such portion to be allocated consistent with the principles set forth in a Section 9.11(d) hereof) actually received by Buyer, the Company or its Subsidiary (or any of their respective Affiliates) and any amounts of Pre-Closing Taxes credited against Taxes for a Post-Closing Period or a Straddle Period beginning after the Closing Date to which the Company or its Subsidiary become entitled in a Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and period ending after the Closing Date, in each case, net of any Taxes Tax liabilities or increase in Tax liabilities imposed on PEPL as a result Buyer, the Company or its Subsidiary (or any of the receipt of their respective Affiliates) resulting from such Tax refund or 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 additionrefund; provided, to the extent however, 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL refund (iw) that arise from to the extent such refund relates to a carryback of an item of loss, deduction, credit or other a Tax benefit which arises attribute from any period ending after the Closing Date or Date, (iix) any refund that are set forth on was taken into account for the Final Closing Balance Sheet and included in purposes of calculating the calculation of Closing Net Working Capital., (y) to the extent such refund relates to deductions taken into account for purposes of calculating the Tax Benefit Amount, or

Refunds. Any tax refunds of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, 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 result of the receipt of such Tax refund or 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, Except 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 reflected as an asset in the calculation of Closing Working Capital, Buyer shall pay such amount the Sellers or the Blocker Sellers, as applicable, will be entitled to any credits or refunds of Taxes (net including amounts credited against Taxes otherwise payable) of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net Sold Entity in respect of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Pre-Closing Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingPeriod; provided, Seller however, that Sellers and Blocker Sellers shall not be entitled to receive any Tax refunds refund or credits credit of PEPL Taxes to the extent such Taxes were not (i) that arise from paid by any Sold Entity prior to the carryback Closing or by the Sellers or Blocker Sellers (including through the Fund Indemnity) or (ii) included as a current liability in Closing Working Capital. With respect to any credits or refunds of an item Taxes of any Sold Entity in respect of any Post-Closing Tax Period, Buyer or such Sold Entity, as applicable, will be entitled to such credits or refunds of Taxes (including amounts credited against Taxes otherwise payable). The Buyer shall cause the amount of any refund or credit to which the Sellers and the Blocker Sellers are entitled to receive pursuant this Section 9.11(d) (Refunds) to be paid to the Sellers’ Representative on behalf of the Sellers and Blocker Sellers promptly after such refund or credit is received, allowed or applied against any Tax liability by the Buyer or any Sold Entity following the Closing. If any Seller or Blocker Seller receives any refund or credit of Tax of any Sold Entity (other than any refund or credit of Tax which the Sellers and Blocker Sellers are entitled to receive pursuant to this Section 9.11(d) (Refunds)), the Sellers’ Representative will cause the amount of such refund or credit to be paid to Buyer promptly after such refund or credit is received, allowed or applied against any Tax liability. Buyer shall not claim (or cause any Sold Entity to claim) any credit or refund of Tax by carrying back any loss, deduction, credit or other Tax benefit which arises after the from any Post-Closing Date or (ii) that are set forth on the Final Tax Period to any Pre-Closing Balance Sheet and included in the calculation of Closing Working CapitalTax Period.

Refunds. Any tax The Shareholder shall be entitled to retain, or receive immediate payment from any member of the Company Group or the Parent or the Surviving Corporation of, (i) any Tax refund, excluding any Tax refunds that were taken into account in Current Assets for purposes of PEPL that are received the adjustments in Section 4, but including, without limitation, refunds arising by PEPLreason of amended returns filed after the Share Purchase Closing Date or Merger Closing Date, as the case may be, and refunds or other distributions of any amounts credited against Taxes that would otherwise be payable by PEPL deposited in a Post-Closing connection with the tax litigation described in Schedule 5.14 under the heading “Tax PeriodLitigation”, or (ii) credit of any taxes (plus any interest thereon received with respect thereto from the applicable taxing authority or Governmental Authority) relating 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 result member of the receipt of such Tax refund Company Group for which the Shareholder is responsible under Section 7.4(a) or credits) shall has otherwise paid or caused to 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 theretopaid. In addition, any reduction of Taxes (“Reduced Taxes”) (i) due with respect to the extent assets or business of any member of the Company Group for any period or partial period ending after the Share Purchase Closing Date with respect to the Foreign Subsidiaries or the Merger Closing Date with respect to the Company and the Remaining Subsidiaries that a claim for Tax refund or a Tax proceeding results in a payment or credit against Tax is attributable to an adjustment on audit by a taxing authority requiring any member of the Company Group to Buyer capitalize expenses or PEPL otherwise defer deductions that were currently deducted on a Tax Return as originally filed for periods ending on or prior to the Share Purchase Closing Date or the Merger Closing Date, as the case may be, shall be credited to the Shareholder, and the Parent or any member of the Company Group shall pay over such Reduced Taxes to the Shareholder 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 accrued on in an amount reflecting such Reduced Taxes, less 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 by the Parent or the Surviving Corporation, if any, to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive amend any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of lossReturns in order to pursue such refund, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) due with respect to the assets or business of the Company Group, for any period or partial period ending on or before the Share Purchase Closing Date with respect to the Foreign Subsidiaries or the Merger Closing Date with respect to the Company and the Remaining Subsidiaries that are set forth is attributable to an adjustment on audit by a taxing authority requiring any member of the Company Group to deduct expenses that were capitalized or accelerate anticipated deductions, in each case, on a Company Group Tax Return relating to periods or portions thereof ending on or prior to the Share Purchase Closing Date or the Merger Closing Date, as the case may be, shall be credited to the Parent and the Shareholder shall pay over such Reduced Taxes to the Parent promptly after the receipt of any refund of Taxes attributable thereto, less any reasonable expenses incurred by the Shareholder, if any, to amend any Tax Returns in order to pursue such refund. 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 Parent 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 any member of the Company Group. The Parent, the Shareholder and the Surviving Corporation shall reasonably cooperate, and the Parent shall cause the Company Group and their other Affiliates to reasonably cooperate, with the Shareholder with respect to claiming of any refund or credit referred to in this Section 7.4(c), including discussing potentially available refunds or credits and preparing and filing any amended Tax Return or other claim for a refund except to the extent the Parent reasonably determines that the filing of such amended Tax Return or other claim for a refund would have a Material Adverse Effect on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalCompany Group, taken as a whole.

Refunds. Any tax refunds Except as otherwise provided in Section 8.2(b) or this Section 8.7, to the extent any determination of PEPL that are received the 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 refund of Taxes paid by PEPL, and the Company on or prior to the Closing Date or by the Sellers after the Closing Date pursuant to this Agreement with respect to any amounts credited against Taxes that would otherwise be payable by PEPL in a PostPre-Closing Tax Period, 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 result of the receipt of such Tax refund or 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 additionthen, to the extent that a claim for Tax refund or a Tax proceeding results not reflected 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 Date Statement as finally determined and taken into account in finally determining the calculation of Actual Closing Date Net Working Capital, Buyer Purchaser shall cause the Company to promptly pay any such amount (refund and any interest received thereon, net of any reasonable out-of-third party out of pocket expenses incurred cost to obtain such Tax refund or credit Purchaser and net of any Taxes imposed on Buyer or PEPL as a result of its Affiliates attributable to the obtaining and receipt of such Tax refunds refund, to the Seller Representative (for distribution to the applicable Sellers in accordance with the Company Charter as in effect immediately prior to the Closing) upon receipt thereof (or creditupon application of such refund to other amounts of Taxes owed) to Seller within 15 days after receipt or entitle theretoby the Company. Notwithstanding Purchaser and the foregoing, Seller Company shall not be entitled required to receive any Tax refunds or credits pay such refund to the Seller Representative to the extent such refund arises as the result of PEPL (i) that arise from the a carryback of an item of loss, deduction, credit a loss or other Tax benefit which arises from a taxable period (or portion thereof) beginning after the Closing Date Date. To the extent such refund is subsequently disallowed or required to be 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 (ii) that are set forth on or, if directed by Purchaser, the Final Closing Balance Sheet Company). Purchaser shall, and included shall cause the Company to, reasonably cooperate with the Seller Representative in obtaining any Tax refunds to which the calculation of Closing Working CapitalSellers would be entitled pursuant to this Section 8.7, as reasonably requested by the Seller Representative, including filing any amended Tax Returns necessary to claim any such refunds.

Refunds. Any tax refunds Seller will be entitled to retain, or receive prompt payment from Purchaser or any of PEPL that are received by PEPL, its Affiliates (including the Company and its Subsidiaries) of any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, refund or credit arising 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 result of the receipt Company and its Subsidiaries (including, refunds and credits arising by reason of such amended Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises Returns filed after the Closing Date or (iiotherwise) relating to Taxes with respect to any Pre-Closing Period. Purchaser and the Company and its Subsidiaries will be entitled to retain, or receive prompt payment from Seller of, any refund or credit with respect to Taxes with respect to any Post-Closing Period relating to any of the 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 are set forth exceeds the portion, if any, of such refund or credit that is reflected as an asset on the Final Closing Balance Sheet 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 incurred upon the receipt of such refund or credit. All payments required to be made pursuant to this Section 6.11(j) shall be made within thirty days after receipt or entitlement to the refund or credit by Seller, Purchaser, the Company or its Subsidiaries. Notwithstanding anything to the contrary in this Section 6.11(j), Seller shall be entitled to receive and included 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 the calculation of Closing Working CapitalSection 9.4(a).

Refunds. Any tax refunds If Seller determines that the Company or any of PEPL that are received by PEPLits Subsidiaries is entitled to file or make a formal or informal claim for refund or an amended Tax Return providing for a refund with respect to a Pre-Closing Tax Period, and a Straddle Tax Period or any amounts credited against Taxes that would otherwise be payable by PEPL period for which the Company or any of its Subsidiaries is included in a consolidated, combined, unitary, affiliated or other similar Tax Return with Seller or any Affiliate of Seller, Buyer, at Seller’s request and expense, will be entitled to file or make such claim or amended Tax Return on behalf of the Company or such Subsidiary and will be entitled to control the prosecution of such refund claims, subject to this Section 8.3. At the request of Seller, Buyer shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 8.3, including through the filing of amended Tax Returns or refund claims as prepared by Seller, at the expense of Seller; provided, however, that if any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Buyer for its review prior to the time such amended Tax Return may be filed; and provided, further, that 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 would reasonably be expected to materially adversely affect Buyer or any of its Subsidiaries in any Straddle Tax Period or Post-Closing Tax Period. Whether or not Seller made or filed the applicable underlying claim or amended Tax Return on behalf of the Company or such Subsidiary as hereinabove contemplated, Buyer will, in any case, pay to Seller the amount of any refund of Taxes and interest thereon received by, or credited against the Tax liability of, Buyer, any Affiliate of Buyer or the Company or such Subsidiary 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 including the portion of any Taxes imposed Straddle Tax Period ending on PEPL as a result of the receipt of such Tax refund or creditsClosing Date) 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 ten (10) Business Days after receipt thereof 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 entitlement thereto 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalAffiliate thereof.

Refunds. Any tax refunds of PEPL Except for refunds, receivables or credits that are received by PEPL, and any amounts credited against included in the Working Capital Statement or have reduced Taxes that would otherwise are accrued or reserved against in the Working Capital Statement, Pfizer shall be payable by PEPL in a Post-Closing Tax Periodentitled to retain, or receive prompt payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any refund or credit with respect to Taxes paid (including, without limitation, refunds and credits arising by PEPL in a Pre-reason of amended Tax Returns filed after the Closing Date or otherwise) with respect to any Tax Period period ending on or before the Closing Date relating to the Conveyed Subsidiaries, any of their Subsidiaries or any Asset Selling Corporation, provided, however, that (net of reasonable out-i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive prompt payment from Pfizer of-pocket expenses incurred to obtain , any such Tax refunds refund or credit and net of any Taxes imposed on PEPL to the extent that such refund or credit arises as a result of the receipt of such Tax refund use or creditsapplication (as provided in Section 7.4(d)) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or the amount of any such net operating loss, net capital loss, foreign tax credit, research and development credit within 15 days after receipt or entitle thereto. In additionother 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 before the Closing Date or that includes the Closing Date, and (ii) to the extent that a claim for Tax refund Pfizer or a Tax proceeding results in a payment any of its Affiliates (other than the Conveyed Subsidiaries or credit against Tax by a taxing authority to Buyer or PEPL any of their Subsidiaries) incurs 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 and net of any Taxes imposed on Buyer or PEPL detriment as a result of the receipt carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such Tax refunds 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 Seller within 15 days after receipt Pfizer or entitle thereto. Notwithstanding any of its Affiliates (other than the foregoingConveyed Subsidiaries or any of their Subsidiaries), Seller Pfizer shall not be entitled to receive prompt payment from Purchaser of the refund or credit received or enjoyed by the Purchaser or any Tax refunds of its Affiliates (including the Conveyed Subsidiaries or credits their Subsidiaries) as a result of PEPL (isuch carryback. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit not described in Section 7.4(e)(ii) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes not 108 described in Section 7.4(e)(ii) with respect to a Straddle Period. 109 (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.f)

Refunds. Any tax refunds of PEPL that are received by PEPL, and Tax refund (including any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, interest 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 thereto and net of any Taxes imposed on PEPL that the Company or any Subsidiary may be required to pay as a result of such refund) relating to the receipt Company or any Subsidiary for any taxable period prior to the Closing Date (except for any refund included on the Reference Balance Sheet, which shall be the property of such Tax refund or creditsthe Purchaser, and if paid to the Sellers, shall be paid over promptly to the Purchaser) shall be for the account property of Seller the Sellers, and Buyer shall pay over to Seller any such refund if received by the Purchaser or the amount of Company or any such credit within 15 days after receipt or entitle thereto. In addition, Subsidiary shall be paid over promptly 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretoSellers’ Representative. Notwithstanding the foregoing, Seller shall not be entitled to receive foregoing sentence: (a) any Tax refunds refund (or credits equivalent benefit to the Sellers the Company or any Subsidiary through a reduction in Tax liability) for a period before the Closing Date arising out of PEPL (i) that arise from the carryback carry-back of an item of loss, deduction, a loss or credit incurred by the Company or other Tax benefit which arises any Subsidiary in a taxable year ending after the Closing Date shall be the property of the Purchaser and, if received by the Sellers, shall be paid over promptly to the Purchaser; and (b) if, and to the extent that, as of such time, if any, as the Purchaser shall receive a refund that would be the property of the Sellers and payable to the 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 (ii) that are part of such refund up to an amount equal to such asserted Taxes shall, at the option of the Purchaser, be retained by the Purchaser for satisfaction of any amounts indemnifiable under this Article VII which have been asserted, until the time set forth on in clause Section 7.08(b) of this Agreement with respect to any such asserted amounts, at which time any balance remaining not applied to payment of indemnity claims shall be paid to the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalSellers.

Refunds. Any tax Buyer shall pay (or cause to be paid) to Seller (a) any Income Tax refunds of PEPL that are received by PEPLby, and 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 that would otherwise be payable by PEPL in a Postwith respect to any Pre-Closing Tax Period, ; and (b) any Tax refunds for Taxes with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred which Seller has agreed to obtain such provide indemnification under this Agreement other than Tax refunds or credit and net arising from a carryback of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or 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 net operating losses from any Tax liability accrued on period (or portion thereof) ending after the Final Closing Balance Sheet and taken into account in the calculation of Closing Working CapitalDate; provided, Buyer shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoinghowever, that Seller shall not be entitled to receive any refunds of such Taxes to the extent that such refunds are reflected as an asset for purposes of, and taken into account in, the Final Closing Statement. Upon Seller’s request, Buyer shall file (or cause to be filed) all Tax refunds Returns (including amended Income Tax Returns) or credits of PEPL (i) that arise from other documents claiming any refunds, including through the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) any net operating losses that are set forth on attributable to a Pre-Closing Tax Period, to which Seller is entitled pursuant to the Final Closing Balance Sheet immediately preceding sentence. Any payments required to be made under this Section 9.05 (in each case, including any interest paid thereon and included net of any Taxes and any reasonable out of pocket costs incurred in respect of the calculation receipt or accrual of Closing Working Capitalthe refund) shall be made in immediately available funds, to an account or accounts as directed by Selxxx, xithin 5 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.

Refunds. Any tax refunds The cash amount of PEPL that are any refund (or offset or credit against current Taxes due) of any Tax of the Company or any of its Subsidiaries (plus any cash interest received by PEPL, and any amounts or credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a thereto) from the applicable taxing authorities for any Pre-Closing Period or attributable to any pre-Closing portion 45 of a Straddle Period as determined pursuant to Section 6.11(b) (including any such refund arising from amended 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 result of Returns filed after the receipt of such Tax refund or creditsClosing Date) shall be for the account of Seller 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 Buyer shall pay over (ii) deposited with the Company, for payment through payroll to Seller 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 applied as an offset, as the amount case may be. Any such refund of Taxes of the Company or any such credit within 15 days after receipt or entitle thereto. In additionof its Subsidiaries for any Straddle Period shall be apportioned among Sellers, 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 one hand, and taken into account Buyer, on the other hand, in the calculation of Closing Working Capital, same manner as the liability for such Taxes is apportioned pursuant to Section 6.11(b). Buyer shall pay such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit carry back losses or other Tax benefit which arises attributes from a taxable period that commences after the Closing Date or (ii) that are set forth on the Final to a Pre-Closing Balance Sheet and included in the calculation of Closing Working CapitalPeriod.

Refunds. Any tax refunds of PEPL that are received by PEPLBuyer, the Company or any Subsidiary thereof (and any amounts credited against Taxes that would otherwise be payable by PEPL equivalent benefit obtained through a reduction in Tax liability for a Postpost-Closing Tax Period, with respect Date period) of Taxes relating 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 result of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit taxable periods or other Tax benefit which arises after portions thereof ending on or before the Closing Date or (ii) any Straddle Period that are set forth allocated to the Sellers under Section 7.1, in each case (x) except to the extent resulting from the carryback of a net operating loss or carryback of another Tax attribute, resulting from any transactions of the Company occurring on or after the Final Closing Balance Sheet Date, or resulting from a payment by Buyer to Sellers pursuant to Section 7.2(a) or Section 7.2(b) and (y) only to the extent not specifically reflected in the Price Components included in the calculation Purchase Price Statement or the Estimated Purchase Price Statement shall be for the account of Closing Working Capitalthe Sellers, and Buyer shall pay over to the Sellers, in accordance with the Seller Allocation, the amount of any such refund or benefit (net of any Tax or other cost to Buyer, the Company or any of their Affiliates of the accrual or receipt of such refunds or the utilization such benefits) within five days of the receipt of such refund or benefit. Buyer shall, if the Seller Representative so requests and at the Sellers’ expense, file (or cause to be filed) a claim for any refunds or equivalent amounts to which a Seller is entitled hereunder. Buyer shall permit the Seller Representative to control (at Sellers’ expense) the prosecution of any such refund claimed, provided that such refund would not reasonably cause an adverse effect to Buyer or the Company for any period (or portion thereof) after the Closing.

Refunds. Any tax refunds Shareholders (on behalf of PEPL that are received by PEPL, and Holdco) shall be entitled to any amounts credited against refund of Taxes that would otherwise be payable by PEPL in of the Company or its Affiliates attributable to taxable periods ending on or before to the Closing Date (except to the extent attributable to a Postpost-Closing adjustment or the carryback of any post-closing Tax Period, with respect attribute to Taxes paid by PEPL in a any 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 result of the receipt of such Tax refund or 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 the Final Closing Working CapitalPayment) 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 received prior to the end of the survival of the representations contained in Section 4.5 pursuant to Section 9.1(a), net of any Tax 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 receipt of the applicable refund or credit by Buyer or its Affiliates. All such refunds shall be claimed in cash rather than as a credit against future Tax liabilities to the extent permitted by applicable Law; provided that if such refund cannot be claimed, Buyer shall pay the Shareholders (on behalf of Holdco) such amount it is entitled within fifteen (net 15) Business Days of any reasonable out-of-pocket expenses incurred to obtain filing such Tax Return electing to credit or carryforward such refund. To the extent any such refund is subsequently disallowed or credit and net required to be returned to the applicable Taxing Authority, Shareholders (on behalf of any Taxes imposed on Buyer or PEPL as a result of Holdco) agree promptly to repay the receipt amount of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoingrefund, Seller shall not be entitled to receive together with any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of lossinterest, deduction, credit penalties or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitaladditional amounts imposed by such Taxing Authority, to Buyer.

Refunds. Any tax refunds If, after the receipt by Executive of PEPL that are received a Gross-Up Payment or payment by PEPLthe Company of an amount on Executive’s behalf in connection with a claim pursuant to Section 3 above, and Executive becomes entitled to receive any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, refund with respect to Taxes paid by PEPL in a Prethe Excise Tax to which such Gross-Closing Tax Period Up Payment relates or with respect to such claim, Executive shall (net subject to the Company’s complying with the requirements of reasonable out-of-pocket expenses incurred Section 3 above, if applicable) promptly pay to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or Company the amount of such refund (together with any such credit within 15 days interest paid or credited thereon after receipt or entitle taxes applicable thereto). In additionIf, after payment by the Company of an amount on Executive’s behalf pursuant to the extent Section 3 above, a determination is made 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller Executive shall not be entitled to receive any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 6. Payment of the Gross-Up Payment. Any Gross-Up Payment, as determined pursuant to this Appendix I, shall be paid by the Company to Executive within ten (10) days of the receipt of 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 refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit and any income or other Tax benefit which arises after related taxes or interest or penalties thereon) on a Payment is remitted to the Closing Date Internal Revenue Service or (ii) that are set forth on the Final Closing Balance Sheet and included any other applicable taxing authority or, in the calculation case of Closing Working Capitalamounts 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 Company 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 tax refunds Buyer may (except as provided in Section 10.09(b)), at its option, cause any of PEPL Target or the Transferred Partnerships to elect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that are would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify the Seller Representative of and pay (or cause to be paid) to the Sellers: any refund of Taxes paid to any of Target or the Transferred Partnerships for any Pre-Closing Period actually received by PEPLBuyer, Target or the Transferred Partnerships (or any of their respective Affiliates) and any amounts of Pre-Closing Taxes credited against Taxes that would otherwise be payable by PEPL in for a Post-Closing Tax Period, with respect Period or a Straddle Period beginning after the Closing Date to Taxes paid by PEPL which Target or the Transferred Partnerships become entitled in a Pre-Tax period ending after the Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and Date, net of any Taxes Tax liabilities or increase in Tax liabilities imposed on PEPL as a result of the receipt of such Tax refund or credits) shall be for the account of Seller and Buyer shall pay over to Seller any such refund Buyer, Target or the amount Transferred Partnerships (or any of any their respective Affiliates) resulting from such credit within 15 days after receipt or entitle thereto. In additionrefund; provided, to however, that 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller Sellers shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from refund to the extent such refund relates to a carryback of an item of loss, deduction, credit or other a Tax benefit which arises attribute from any period ending after the Closing Date Date. Buyer shall pay (or (iicause to be paid) that are set forth on the Final Closing Balance Sheet and included amounts described in the calculation second sentence of Closing Working Capitalthis Section 10.09(f) within thirty (30) days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto. To the extent that Buyer has paid a Tax refund to the Seller Representative, and all or a portion of such Tax refund has subsequently been determined to be due and owed to a Governmental Body under the procedures of Section 10.09(e) or otherwise, the Seller Representative shall return to Buyer such amounts of such refund which have been determined to be due and owed to such Governmental Body.

Refunds. Any tax refunds of PEPL that are received by PEPLParent shall be entitled to retain, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Periodor receive 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 paid payable by PEPL in a Pre-Closing Tax Period (net Purchaser or any of reasonable out-of-pocket expenses incurred its Affiliates due to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt utilization of such Tax refund or creditsCredit) shall be for the account of Seller and Buyer shall pay over to Seller from Purchaser of, 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 in lieu of a Tax refund (such credit, a “Tax Credit”) (including refunds and net Tax Credits arising by reason of any Taxes imposed on Buyer or PEPL as a result of the receipt of such amended Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises 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 extent such refund or Tax Credit (i) was not taken into account in determining the Closing Purchase Price, (ii) is not attributable to a carryback of any 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 Tax Credit with respect to Tax liabilities that are set forth were paid by or on behalf of the Transferred Entities prior to the Calculation Time, were specifically included in determining the Final Closing Balance Sheet and included in the calculation of Closing Purchase Price (through Indebtedness, Transaction Expenses or Working Capital), or were paid by Parent pursuant to Article X, and (v) is not required to be 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 8.11, Parent shall promptly return such excess to Purchaser, together with any applicable interest or penalties imposed by such Governmental Entity.

Refunds. Any tax refunds of PEPL Tax refund or overpayment that are received by PEPL, and is applied as a credit (including any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, interest with respect thereto) relating to Taxes paid by PEPL in a any Acquired Company or Subsidiary for any Pre-Closing Tax Period (net or the pre-Closing portion of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result Straddle Period shall be the property of the receipt Sellers, and if received by, or credited to, the Purchaser, an Affiliate of such Tax refund the Purchaser, any Acquired Company or credits) Subsidiary shall be for the account of Seller and Buyer shall pay paid over to Seller any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, promptly 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretoSellers. Notwithstanding the foregoing, Seller shall not be entitled to receive (a) any Tax refunds refund (or credits equivalent benefit to the Sellers through a reduction in Tax liability) for any Pre-Closing Period arising out of PEPL (i) that arise from the carryback of a loss or credit incurred by any Acquired Company or Subsidiary in any Post-Closing Period, which under applicable Law is required to be carried back to a Pre-Closing Period, shall be the property of the Purchaser and, if received by the Sellers or an item Affiliate of lossthe Sellers, deductionshall be paid over promptly to the Purchaser; (b) if a Governmental Authority subsequently disallows any refund with respect to which the Sellers has received a payment pursuant to this Section 7.03, the Sellers shall promptly pay (or cause to be paid) to the Purchaser the amount of such refund to the extent disallowed (including any interest with respect thereto) and (c) if a Governmental Authority subsequently disallows any refund with respect to which the Purchaser has received a payment pursuant to this Section 7.03(a) by reason of an adjustment to the carryback loss or credit, then Purchaser shall promptly pay (or cause to be paid) to the Sellers the amount of such refund to the extent such Governmental Authority requires the Sellers to pay the amount disallowed (including any interest with respect thereto). Unless otherwise required under applicable Law, Purchaser shall, and shall cause the Acquired Companies and Subsidiaries, not to carry back any loss or credit incurred by any Acquired Company or other Tax benefit which arises after the Subsidiary in any Post-Closing Date or (ii) that are set forth on the Final Period to a Pre-Closing Balance Sheet and included in the calculation of Closing Working CapitalPeriod.

Refunds. Any tax Tax refunds of PEPL that are actually received by PEPLthe Company Group, and any amounts actually credited against cash Taxes that would otherwise be payable by PEPL the Company Group (including any interest paid or credited with respect thereto), in a Post-Closing Tax Period, each case with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain the extent such Tax refunds Taxes were paid by the Sellers and their Affiliates, including the Company Group Members, prior to the Closing, or credit by Sellers and net of any Taxes imposed on PEPL their Affiliates under Section 6.8(b) or 6.8(c) after the Closing or were specifically included as a result of liability in Company Indebtedness or Net Working Capital in the receipt of such Tax refund or credits) shall Final Closing Statement, will be for the account of Seller Sellers, and Buyer shall the Company will pay or cause to be paid over to Seller any Sellers an amount equal to such refund or the amount of any such credit within 15 days after receipt or entitle theretoutilization thereof, net of any Taxes or other costs to the Company Group attributable to the obtaining and receipt of such refund or credit and except to the extent any such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date, or such refund or credit was included as an asset in the calculation of Company Indebtedness or Net Working Capital, as finally determined pursuant to Section 2.6. In additionAny 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 a claim for Tax Sellers provide reasonable documentation in support of such 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 request under this Section 6.8(h). To the Final Closing Balance Sheet and taken into account in the calculation of Closing Working Capital, Buyer shall pay extent such amount (net of any reasonable out-of-pocket expenses incurred to obtain such Tax 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 net 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 imposed on Buyer for which Sellers are obligated to pay pursuant to Section 6.8(b), Section 6.8(c) or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretoSection 6.8(l). Notwithstanding anything to the foregoingcontrary in this Agreement, Seller Seller’s right to any refund of Taxes under this Section 6.8(h) shall not be 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 the Closing) are entitled to receive indemnification under Section 6.8(l). Unless requested by Sellers in writing or otherwise required by applicable Law, Buyer will not carry back, and will not cause or permit any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of Company Group Member to carry back, any net operating loss, deductioncapital, credit or other Tax benefit which arises after attribute of such Company Group Member to any periods ending on or prior to the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalDate.

Refunds. Any tax (a) Seller will be entitled to retain, or receive immediate payment from Buyer or any of its Affiliates (including the Acquired Companies) of any refund or credit arising with respect to any of the Acquired Companies (including, refunds and credits arising by reason of PEPL that are received by PEPLamended Tax Returns filed after the Closing Date or otherwise) relating to Income Taxes with respect to any Tax period ending on or before the Closing Date. Buyer and the Acquired Companies will be entitled to retain, or receive immediate payment from Seller of, any refund or credit with respect to Income Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Acquired Companies and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a Pre-Closing Tax Period (net other than Income Taxes) relating to any of reasonable out-of-pocket expenses incurred to obtain such Tax refunds the Acquired Companies. Buyer and Seller will equitably apportion any refund or credit and net with respect to Income Taxes with respect to any Straddle Period. The amount of any refund or credit which Buyer or Seller is entitled to retain or receive pursuant to this Section 13.5 shall be reduced to take account of any Taxes imposed on PEPL as a result of incurred upon the receipt of such Tax refund or credits) credit. All payments required to be made pursuant to this Section 13.5 shall be for made within thirty days after Actually Realized by Seller, Buyer or the account of Acquired Companies. (b) Seller shall be permitted to file or cause to be filed at Seller’s sole expense, and Buyer shall, and shall pay over cause the Acquired Companies to, reasonably cooperate with Seller in connection with, any claims for refund of Taxes to which Seller is entitled pursuant to Section 13.5(a) or any such refund other provision of this Agreement. Seller shall reimburse Buyer or the amount of any such credit within 15 days after receipt or entitle thereto. In additionAcquired Companies, to as the extent that a claim case may be, 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 costs and expenses incurred in connection with such cooperation. Buyer shall be permitted to obtain such Tax refund file or credit cause to be filed at Buyer’s sole expense, and net of any Taxes imposed on Seller shall reasonably cooperate with Buyer or PEPL the Acquired Companies, as a result the case may be, any claims for refund of the receipt Taxes to which Buyer is entitled pursuant to Section 13.5(a) or any other provision of such Tax refunds or credit) to Seller within 15 days after receipt or entitle theretothis Agreement. Notwithstanding the foregoing, Seller Buyer shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capital.73

Refunds. Any tax refunds Tax refunds, overpayments of PEPL Tax or other similar amounts that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect relate to Taxes paid by PEPL in a Pre-Closing Tax Period (net of reasonable outPeriods or the pre-of-pocket expenses incurred to obtain such Tax refunds or credit and net Closing portion of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or credits) Straddle Period shall be for the account of Seller 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 of due to Seller pursuant to this Section 6.4(i), (ii) Buyer, the Company and its Subsidiaries will carryback any such credit within 15 days after receipt net operating losses for taxable periods ending on or entitle thereto. In addition, before or including the Closing Date to the extent that a prior taxable periods as allowable by applicable Tax Law and shall 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 and net of any Taxes imposed on Buyer or PEPL refunds as a result of such carryback (including through the receipt filing of amended Tax Returns), (iii) any 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 Seller 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 creditprior to the Closing Date, (v) a Tax refund with respect to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits portion of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after a Straddle Period ending on and including the Closing Date shall be determined in accordance with this Section 6.4(i) and (vi) to the extent such Tax refunds are reduced because of the inability to close the tax year of the Company or (ii) that are set forth any of its Subsidiaries on the Final Closing Balance Sheet and included in Date, then Buyer shall pay over to Seller the calculation amount of Closing Working Capitalsuch reduction within ten days of the application of such reduction to the amount of Taxes paid for the applicable Straddle Period.

Refunds. Any tax refunds Buyer shall promptly pay (or cause to be paid to) the Sellers’ Representative (for the benefit of PEPL the Selling Parties) (i) any refund (or credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-begins after the Closing Tax Period, with respect to Date) of Taxes paid by PEPL in a 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 paid by any of any member of the Company Group for any Straddle Period (net such portion to be allocated consistent with the principles set forth in Section 6.15(b) hereof) actually received by any member of reasonable out-of-pocket expenses incurred to obtain such Tax refunds the Company Group (or credit and Buyer, as the case may be), in each case, net of any Taxes Tax Liabilities or increase in Tax Liabilities imposed on PEPL as a result Buyer, or any member of the receipt Company Group (or any of their respective Affiliates) resulting from such Tax refund or credits) credit in lieu thereof; provided, however, that none of the Sellers’ Representative or Selling Parties shall be for the account of Seller and Buyer shall pay over entitled to Seller any such refund or the amount of any such credit within 15 days after receipt or entitle thereto. In addition, in lieu thereof to the extent that (x) resulting from a claim for Tax refund or carryback of a Tax proceeding results in 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 or credit against Tax of Taxes by a taxing authority to Buyer or PEPL any of any Tax liability accrued on its Affiliates (including 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or creditCompany Group) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises made after the Closing Date to the extent Xxxxx was not previously indemnified or otherwise reimbursed for such Taxes. Buyer shall pay (iior cause to be paid) that are set forth on the Final Closing Balance Sheet and included amounts described in the calculation 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 paid over by Buyer pursuant to this Section 6.15(f) is subsequently disallowed or required to be returned to the applicable Governmental Authority, 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 in lieu thereof could reasonably be expected to have the effect of increasing any present or future Tax Liability of, or decreasing any present or future Tax benefit for, any of the Company Group, Buyer or any of Buyer’s Affiliates for any taxable period ending after the Closing Working CapitalDate.

Refunds. (a) Any tax Tax refunds of PEPL that are received by PEPL, and any amounts credited against Taxes the Purchaser or the Companies that would otherwise be payable by PEPL in a Post-Closing relate solely to the Companies or their Subsidiaries for Tax Period, 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 periods or credit and net of any Taxes imposed portions thereof ending on PEPL as a result of or before the receipt of such Tax refund or credits) Effective Date shall be for the account of Seller the Sellers, and Buyer Purchaser shall pay over to Seller any such refund or the amount of any such credit refund within 15 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 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 entitle entitlement 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Any Tax refunds or credit) received by Sellers that relate to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit Tax periods or other Tax benefit which arises portions thereof on or after the Closing Date of Taxes paid by the Purchaser, the Companies or their Subsidiaries, (ii) that are set forth the Tax period or portion thereof commencing on the Final Effective Date and ending on the Closing Balance Sheet and included in Date, of Taxes paid or otherwise borne by the calculation of Closing Working CapitalPurchaser or (iii) Transfer Taxes, shall be paid over to the Purchaser within fifteen (15) days after the receipt or entitlement thereto.

Refunds. Any tax refunds If (i) any Tax refund is received by Parent, the Company or any of PEPL its Subsidiaries (or any of their respective Affiliates) that relates to taxable periods (or portions thereof) ending on or before the Closing Date (which, for this purpose, shall include any amounts available to be refunded that are received by PEPLapplied as a credit against the Tax liability of Parent, and the Company or any amounts credited against Taxes that would otherwise be payable by PEPL of its Subsidiaries (or any of their respective Affiliates), other than any such refund to the extent included as an asset in a Post-the computation of Closing Tax Period, with respect Net Working Capital or 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 the extent arising as a result of a carryback of any losses generated in a taxable period (or portion thereof)) beginning after the receipt 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 Tax refund or credits) increase in net operating loss carryforward shall be for the account of Seller Stockholder, and Buyer Parent shall pay over promptly issue to Seller any such refund or Stockholder a number of shares of Parent Common Stock having a value equal to 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 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 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 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 claim for refund, amended Tax Return or other Tax Return required to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such available Tax refunds or credit) increase in net operating loss carryforward that are for the account of Stockholder pursuant to Seller within 15 days after receipt or entitle theretothis Section 7.08(i). Notwithstanding the foregoing, Seller shall not be entitled to receive The amount of any Tax refunds or credits to be paid to Stockholder pursuant to this Section 7.08(i) shall be reduced by any Tax refunds to which Ceridian HCM is entitled pursuant to Section 5.1 of PEPL the Tax Matters Agreement (i) that arise from as amended pursuant to the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalterms hereof).

Refunds. Any tax refunds of PEPL Except as provided in the Ancillary Agreements, any Tax refund (including any interest actually received with respect thereto) that are is actually received by PEPLPurchaser, and the Seller Subsidiaries or any amounts credited Affiliate of Purchaser, or any credit against Taxes that would otherwise 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 Assets for any taxable period ending on or prior to the Closing Date or (b) any Taxes for which Seller is liable pursuant to this Agreement or the Ancillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be payable by PEPL the property of Seller and shall be paid over promptly to Seller; provided, however, 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 Post-taxable period ending on or 100 before the Closing Tax Period, Date arising out of the carryback of a loss or credit of or with respect to Taxes paid by PEPL the Seller Subsidiaries, the Business or the Transferred Assets arising in a Pre-taxable period ending after the Closing Tax Period (net Date and that is actually received by Seller or any Affiliates of reasonable out-of-pocket expenses incurred Seller, shall be the property of Purchaser and shall be paid over promptly to obtain such Tax refunds or credit and net Purchaser; provided, however, that to the extent the amount of any Taxes imposed on PEPL such refund is due to a carry back to a tax year with respect to which the statute of limitations has, but for such carryback, expired and such refund is reduced as a result of the receipt assessment of such Tax refund any additional Taxes for which Purchaser could bring a claim for indemnity pursuant to Section 12.1(a) but for this sentence, none of Seller, FGWLA or credits) CLAC shall be liable or required to indemnify Purchaser, its Affiliates or the Seller Subsidiaries for such additional Taxes or shall be liable or required to indemnify Purchaser, its Affiliates or the account of Seller and Buyer shall pay over to Seller any such refund or Subsidiaries for the amount of any such credit within 15 days after receipt or entitle thereto. In addition, to the extent that a claim for Tax lost refund or a Tax proceeding results in a payment or credit against Tax by a taxing authority to Buyer or PEPL for the loss of any Tax liability accrued on the Final Closing Balance Sheet and taken into account in the calculation carryback item 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds loss or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive For purposes of determining whether any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deductionrefund, credit or other Tax equivalent benefit which arises after the Closing Date is actually received or (ii) that are set forth on the Final Closing Balance Sheet and included claimed for purposes of this Section 12.03, all such items shall be applied in the calculation of Closing Working Capitalorder prescribed by applicable Tax law.

Refunds. Any tax The Equityholders shall be entitled to any refunds or credits of PEPL that are received by PEPL, and or against any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a Pre-Closing Taxes for which the Equityholders are responsible under this Agreement that have been indemnified by the Equityholder, paid by an Acquired Company prior to the Closing Date or taken into account in Debt; provided, that for purposes of this Section 5.14(d) and without duplication of any other amounts payable to the Equityholders hereunder, the excess of (1) the amount included in Debt in respect of Pre-Closing Taxes and (2) the amount of such Pre-Closing Taxes actually paid by Parent to the relevant Tax Period Authority shall be treated as a refund. In the event that a Parent Entity or any of its Affiliates (including, after the Effective Time, the Acquired Companies) receives a refund of any Taxes (or applies such refund as a credit against Taxes actually payable) prior to the date that is the earlier of the third anniversary of the Closing Date or the date the Escrow Funds have been fully released by the Escrow Agent to which the Equityholders are entitled pursuant to this Section 5.14(d), Parent shall pay (or cause to be paid) the amount of such refund (including any interest earned in respect thereof and net of any Taxes and reasonable out-of-pocket expenses incurred attributable to obtain the collection of such Tax refunds or credit and net of any Taxes imposed on PEPL as a result refund) to the Exchange Agent within ten (10) days of the receipt of such Tax the refund or credits) for further distribution to the Equityholders. Any refunds of Taxes for any Straddle Period shall be for equitably apportioned between the account Equityholders and Parent in accordance with the principles set forth in the definition of Seller “Pre-Closing Taxes” and Buyer the first sentence of this Section 5.14(d). If a refund of Taxes paid to the Exchange Agent under this Section 5.14(d) is subsequently disallowed, the Equityholders shall pay over to Seller any such refund or promptly repay 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or creditplus interest) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller Parent (and Parent shall not be entitled to receive any Tax refunds or credits deduct the amount of PEPL such refund (iplus interest) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working CapitalEscrow Fund).

Refunds. Any tax refunds (a) Notwithstanding any provision in this Agreement to the contrary, any refund of PEPL that are received by PEPLa liability for Taxes, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, attributable to (i) a liability for Tax for a period which ends on or before December 31, 2004 and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, (ii) with respect to tax periods that begin after December 31, 2004 that relate to Taxes actually paid by CVPS or any of its Subsidiaries (other than the Company or its Subsidiaries, treating all payments made by the Company or any of its Subsidiaries pursuant to a Tax Sharing Agreement for such tax period as Taxes paid by PEPL in a Pre-Closing Tax Period (net the Company and not by CVPS or any of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net of any Taxes imposed on PEPL as a result of the receipt of such Tax refund or creditsits other Subsidiaries) shall be for belong to CVPS (“CVPS Tax Refunds”), and the account of Seller and Buyer Company shall promptly pay over to Seller any such refund, and the interest actually received thereon, to CVPS upon receipt thereof by the Company; provided, however, that the Company shall be entitled to any refund of Taxes for tax periods ending on or the amount of any such credit within 15 days after receipt or entitle thereto. In additionbefore December 31, 2004 to the extent that a claim for Tax such refund or a Tax proceeding of Taxes 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of lossa loss arising in a taxable period beginning after December 31, deduction, credit 2004 or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included arising in the calculation portion of Closing Working Capitala Straddle Period beginning after December 31, 2004 (a “Company Carryback Refund”); provided further, however, that, except as provided in Section 5.15, the Company shall not (and shall make all available elections to not) carryback any such loss to offset income or gain reported on a Tax Return that included CVPS or any Affiliate thereof (other than the Company or any of its Subsidiaries). All other refunds of liabilities for Taxes related to the Company or its Subsidiaries (other than CVPS Tax Refunds) shall belong to the Company.

Refunds. Any tax (i) All refunds of PEPL that are received by PEPL, and Taxes of the Company Group or any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a of its Subsidiaries for any Pre-Closing Tax Period (net of reasonable out-of-pocket expenses incurred to obtain such Tax refunds or credit and net the portion of any Taxes imposed Straddle Period ending on PEPL as a result of the receipt of such Tax refund or creditsClosing Date) 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 the underlying Taxes were paid prior to Buyer or PEPL of any Tax liability accrued on the Final Closing Balance Sheet and Adjustment Time, taken into account in the Preliminary Adjustment Statements, as applicable, as finally determined, treated as a reduction to Final Purchase Price or paid (directly or indirectly) by Seller from non-Company Group assets following the Closing (whether in the form of cash received or as a credit applied against any Tax otherwise payable, and whether received in respect of or reelected on an originally filed Tax Return or amended Tax Return, or arising as a result of a Tax Contest) shall be the property of Seller, except to the extent such refund or reduction in any Tax otherwise payable (i) is reflected in the calculation of the amounts reflected in the Preliminary Adjustment Statements, as applicable, as finally determined, or was taken into account in determining the amounts required to be paid by Acquiror under Section 10.1(b), or (ii) is attributable to the carryback of any net operating loss or other Tax attribute generated in a post-Closing Working CapitalTax Period. To the extent that Acquiror or any of its Affiliates (including the Company Group or any of its Subsidiaries following the Closing) receives a refund that is the property of Seller as provided hereunder, Buyer Acquiror shall pay or cause to be paid to Seller the amount of such amount refund (net of and any interest received from the Governmental Authority with respect to such refund), less any reasonable out-of-pocket expenses or Taxes incurred in respect thereof. The amount due to obtain such Tax refund or credit and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or creditSeller shall be payable by Acquiror within ten (10) to Seller within 15 days after receipt or entitle thereto. Notwithstanding of the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise refund from the carryback applicable Governmental Authority (or, if the refund is in the form of an item a credit applied against a Pre-Closing Tax Period Tax otherwise payable, ten (10) days after the earlier of lossthe due date of the Tax Return , deductionforms, credit deposit coupons and the like claiming such application of the refund or other such application against a Tax); provided that such amount may be offset by amounts then owing by the Seller Indemnified Persons to Acquiror Indemnified Persons pursuant to IX. Acquiror shall, and shall cause its Affiliates (including the Company Group or any of its Subsidiaries following the Closing) to, take all commercially reasonable actions requested by Seller to timely claim any refunds that will give rise to a payment under this Section 10.1(h), provided that Seller pays all reasonable out-of-pocket costs and expenses associated therewith if the claim is not made by filing an original Tax benefit which arises after the Closing Date Return or IRS Form 1139 (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalor equivalent state Tax form).

Refunds. Any tax refunds of PEPL that are received by PEPLSellers shall be entitled to retain, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect to Taxes paid by PEPL in a Pre-Closing Tax Period or receive payment from Buyer within fifteen (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 result 15) days of the receipt of such Tax refund or 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL relating to a Taxpayer that were paid with respect to (i) all taxable periods ending on or prior to the Closing Date and (ii) Pre-Closing Partial Periods, for that arise from portion of such taxable period up to and including the Closing Date except in each case to the extent such refund or credit arises as the result of a carryback of an item of a loss, deduction, credit or other Tax tax benefit which arises arising after the Closing Date 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 a Taxpayer, in each case for any taxable period 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 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 Closing Date. In the event that are set forth on any refund or credit of Taxes for which a payment has been made pursuant to this section 5.17(b) is subsequently reduced or disallowed, the Final Closing Balance Sheet Sellers shall indemnify and included in hold Buyer harmless for any Taxes assessed against Buyer or a Taxpayer by reason of the calculation of Closing Working Capitalreduction or disallowance.

Refunds. Any tax refunds Except as otherwise provided in the following sentence, Seller will be entitled to retain, or receive prompt payment from Purchaser or any of PEPL that are its Affiliates (including Company and its Subsidiaries) of any refund or credit of Covered Taxes actually received by PEPLPurchaser. 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 amounts credited against Taxes that would otherwise be payable by PEPL Tax attribute arising in a Post-taxable period that begins after the Closing Tax PeriodDate 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 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 the Company and its Subsidiaries other than Covered Taxes. The amount of any refund or credit and net that Purchaser or Seller is entitled to retain or receive pursuant to this Section 6.8(i) shall be reduced to take account of any Taxes imposed on PEPL as a result of incurred upon the receipt of such Tax refund or creditscredit. All payments required to be made pursuant to this Section 6.8(i) shall be for the account of Seller and Buyer shall pay over to Seller any such refund or the amount of any such credit made within 15 thirty days after receipt or entitle thereto. In addition, entitlement 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 and net of any Taxes imposed on Buyer by Seller, Purchaser, the Company or PEPL as a result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the carryback of an item of loss, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalits Subsidiaries.

Refunds. Any tax refunds The Indemnifying Parties shall, subject to the next sentence, be entitled to the amount of PEPL that are received by PEPL, any Tax refund or credit for excess payments of Taxes of the Company and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, its Subsidiaries 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 result of the receipt of such Tax refund or 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 such Taxes were (i) not included as an asset in the calculation of Closing the Net Working Capital, Buyer shall pay such amount (ii) paid by the Company or its Subsidiaries prior to the Closing or by an Indemnifying Party after the Closing and (iii) which refund or credit is actually received by the Company and its Subsidiaries after the Closing), net of any reasonable out-of-pocket expenses incurred cost to obtain Purchaser and its Affiliates attributable to the obtaining and receipt of such Tax refund or credit, except to the extent such refund or credit and net of any Taxes imposed on Buyer or PEPL arises as a the result of the receipt of such Tax refunds or credit) to Seller within 15 days after receipt or entitle thereto. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits of PEPL (i) that arise from the a carryback of an item of loss, deduction, credit a loss or other tax benefit from a Tax benefit which arises period (or portion thereof) beginning after the Closing Date or (ii) that are set forth on such refund or credit reduced the Final amount of Pre-Closing Balance Sheet and Taxes included in Indebtedness. Purchaser’s obligation under this clause (h) shall only be an obligation to set off any amount to which the calculation Indemnifying Parties are entitled pursuant to the prior sentence, if any, at the end of Closing Working CapitalEscrow Period of the Special Escrow, against any amount of Losses owed to Purchaser out of the Special Escrow (if any), but Purchaser shall not be required to pay or otherwise make available such amount(s) to the Company Securityholders. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Authority, the Company Securityholders agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Purchaser (and if not paid, Purchaser may utilize the Adjustment Escrow Amount and/or the Indemnification Escrow Amount to recover such amount). Notwithstanding anything to the contrary herein, the amount of any refund or credit payable by Purchaser pursuant to this Section 6.3(h) shall not exceed $200,000.

Refunds. Any tax Seller shall be entitled to an amount equal to any refunds (including any interest paid thereon) or credits of PEPL that are received by PEPL, and any amounts credited against Taxes that would otherwise be payable by PEPL in a Post-Closing attributable to Tax Period, 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 result periods of the receipt Company or any of such Tax refund its Subsidiaries ending (or creditsdeemed pursuant to Section 10.03(a) to end) on or before the Closing Date. Parent shall be for the account of promptly notify 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 writing of any Tax liability accrued on refund(s) received by or payable to the Final Company or any of its Subsidiaries after the Closing Balance Sheet and taken into account in respect of a period ended before or including the calculation 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 thereon) or credits due Seller (pursuant to the terms 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 and net of any Taxes imposed on Buyer or PEPL as a result of the receipt of such Tax refunds or creditthis Agreement) to Seller within 15 days after receipt or entitle theretothereof. Notwithstanding the foregoing, Seller shall not be entitled to receive any Tax refunds or credits however, in the event the Affiliated Group of PEPL (i) that arise from which Seller, the carryback of an item of lossCompany and its Subsidiaries are members files, deduction, credit or other Tax benefit which arises after the Closing Date, an amended consolidated income Tax Return for any Tax year ended on or before the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included such amended Tax Return results in an increase in the calculation 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 Working CapitalDate, Seller shall indemnify, defend and 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 by reason of the filing of such amended consolidated income Tax Return.

Refunds. Any tax refunds Seller shall be entitled to any refund (in the form of PEPL that are received by PEPL, and any amounts credited a cash refund or in the form of a credit against Taxes that would otherwise be payable by PEPL in a Post-Closing Tax Period, with respect actually payable) of Taxes attributable to Taxes paid by PEPL in a any Pre-Closing Tax Period of the Company and its Subsidiaries (net determined for any Straddle Period in accordance with ‎Section 6.06), including any interest received from a Governmental Authority thereon that are (a) paid by the Company and its Subsidiaries or Seller or any of reasonable out-of-pocket expenses incurred its Affiliates prior to obtain the Closing Date or (b) paid by Seller pursuant to this Agreement after the Closing (other than any such Tax refunds refund or credit and net of any Taxes imposed on PEPL that is included as a result an asset in the calculation of the receipt of Net Working Capital or Indebtedness and other than any such Tax refund or creditscredit that is attributable to a loss or other tax attribute generated in a post-Closing tax period) shall be for the account of Seller and (each, a “Tax Refund”). 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 Refund (net of (x) any reasonable out-of-pocket expenses incurred Taxes of Buyer or any member of the Company Group attributable to obtain such Tax refund or credit and net of (y) any Taxes imposed on Buyer or PEPL as a result of the 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 repay to Buyer 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 the expiration of the applicable statute of limitations with respect to the collection by the applicable Governmental Authority or other Person of the Tax refunds liabilities in question (giving effect to any waiver, mitigation or creditextension 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 within 15 days 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 period (or portion thereof) after receipt or entitle thereto. Notwithstanding the foregoingClosing Date, the Seller shall not be entitled to receive any Tax refunds or credits require such claim to be filed without the written consent of PEPL (i) that arise from the carryback of an item of lossBuyer, deduction, credit or other Tax benefit which arises after the Closing Date or (ii) that are set forth on the Final Closing Balance Sheet and included in the calculation of Closing Working Capitalnot to be unreasonably withheld.