Common use of Refunds Clause in Contracts

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

Refunds. Any refund (including any interest with respect thereto) Each of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); providedits Affiliates, howeverother than the Acquired Companies) and Buyer (and its Affiliates, that any such refund or credit shall be for including the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Acquired Companies. Buyer and the Transferred Companies ) shall be entitled to retain, or receive immediate prompt payment from Seller ofthe other Party with respect to, any refund or credit arising (in lieu of a refund) of Taxes (including, for the avoidance of doubt, overpayments of estimated Taxes) after such refunds are received or credits or overpayments are actually realized, which are described in Section 12.1(a) (which refunds or credits shall be for Seller’s account), except to the extent such refund or credit (x) was specifically reflected in the calculation of the Final Closing Indebtedness Amount or Final Working Capital or Section 12.2(a)(ii) (which refunds or credits shall be for Buyer’s account) or (y) does not exceed the amount that is due and payable by Seller to the Buyer Indemnified Parties pursuant to Section 12.1(a) with respect to a claim for indemnification that has been “finally determined” (wthin the meaning of Section 12.4); provided that (i) in the event a Governmental Body subsequently disallows any such refund or credit in respect of which either of Buyer or Seller has made a payment to the Transferred Companies relating other pursuant to Taxes this Section 9.6(g), the recipient of such payment shall pay, or reimburse the paying Party for, the amount of such refund or credit required to be repaid to the Governmental Body, and (ii) a credit or overpayment shall be deemed actually realized when it reduces a Tax that would otherwise have been paid (as measured on a “with and without” basis). To the extent a Tax liability specifically reflected in the Final Closing Indebtedness Amount or Final Working Capital exceeds the amount of such Tax actually paid by Buyer or the Acquired Companies, such difference shall be treated as a refund or credit which Seller is entitled to retain, or receive prompt payment from Buyer with respect to, as described in the prior sentence. Buyer or Seller shall, if the other Party so reasonably requests, use reasonable best efforts to file for and obtain or cause any Acquired Company to file for and obtain, any refunds or credits to which the requesting Party is entitled under this Section 9.6(g), and shall remit to the requesting Party the amount of such refund or credit to which such Party is entitled pursuant to this Section 9.6(g). Buyer shall be entitled to retain, or receive prompt payment from Seller with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to of the Acquired Companies other than such Taxes described in the first sentence of this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies9.6(g).

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

Refunds. Any refund (including any interest with respect theretoa) of or credit for Taxes of or relating Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to any of the Transferred Companies for any taxable period ending on or prior Refunds that relate to the Closing Date or for any liability of Taxes for which Seller it (or its Affiliates) is liable liable, or that are generated by Tax Benefits that are attributable to it (or its affiliates), pursuant to this Agreement. (b) To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.04, such Company shall be deemed to have actually received a Refund to the extent thereof on the Due Date of the Tax Return on which Seller has borne the overpayment is applied to reduce Taxes otherwise payable. (c) In the event of an adjustment relating to Taxes pursuant to a Final Determination for which one Party is responsible under this Agreement which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall bepay to the other Party, if within ten (10) days of such offset an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (d) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.04 that is received or deemed to have been received as described herein by the other Company (or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund its Affiliates) shall also be paid over to Seller at by such time); provided, however, that any such refund or credit shall be for the account of Buyer other Company to the extent that Claiming Company within ten (10) days of the receipt or deemed receipt of such refund or credit is reflected refund. Payments not made within the ten (10) day period shall bear interest computed at the rate per annum equal to the Wall Street Journal Prime Rate as published in The Wall Street Journal from time to time on or provided the amount of the payment based on the number of days in the Final Actual Closing Balance Sheet or to period beginning on the commencement of the ten (10) day period and ending on and including the date of payment. (e) To the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of any Refund is subsequently reduced, such refund or credit and any interest received with respect thereto that is paid to Seller reduction shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or allocated to the Transferred Companies. Buyer and the Transferred Companies shall be Party that was entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Refund pursuant to this Section 10.3 3.04 and an appropriate adjusting payment shall be made within 30 days after receipt by Sellersuch Party to the other Party if the other Party originally paid the Refund to such Party. To the extent a Party does not agree with the amount of any Refund calculated by the other Party, Buyer or the Transferred Companiesdispute shall be resolved in accordance with Section 10.

Refunds. Any If Borrower or any other Loan Party pays any additional ------- amount under this Section 12.18 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund (including or any interest with respect thereto) of reduction of, or credit for Taxes of against, its tax liabilities in or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to Borrower or such Loan Party an amount ----------- that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a refund shall also be paid over to Seller at consequence of such time)Tax Benefit; provided, however, that (i) such Lender shall -------- ------- not be required to make any payment under this paragraph of this Section 12.18 if an Event of Default shall have occurred and be continuing; (ii) any taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such refund or credit shall be for the account of Buyer to the extent Lender that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback otherwise would not have expired) of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising Benefit with respect to any of the Transferred Companies relating which such Lender has made a payment to Taxes with respect to any taxable period (Borrower or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer such Loan Party pursuant to this paragraph of this Section 5.13. All payments required 12.18 shall be treated as a tax for which Borrower and the other Loan Parties are obligated to be made indemnify such Lender pursuant to this Section 10.3 12.18 without any exclusions or defenses; (iii) such Lender shall not be made within 30 days after receipt required to make any payment under this paragraph of this Section 12.18 in excess of such additional amounts received by Seller, Buyer such Lender; and (iv) nothing in this paragraph of this Section 12.18 shall require the Lender to disclose to Borrower or the Transferred Companiesany other Loan Party any information determined by such Lender in its sole discretion to be confidential (including its tax returns).

Refunds. Any refund (a) All refunds for any Retained Taxes (including any interest with respect thereto) of or credit for Taxes of or relating to any all refunds of the Transferred Companies Acquired Entities for a Pre-Closing Tax Period or portion of any taxable period Straddle 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 as determined pursuant to this Agreement Section 9.2) whether in the form of cash received or a credit (or offset) against Taxes otherwise payable shall bebe for the benefit of Seller. To the extent that Buyer, if received by or otherwise credited to Buyer Acton Holdings, or the Transferred CompaniesCompany or any of their Affiliates receive a refund that is for the benefit of Seller, paid over promptly to Seller in accordance with Buyer shall pay the provisions amount of Section 10.5 such refund (and all interest actually received from a Taxing the Governmental Authority with respect to such a refund shall also be paid over refund) to an account or accounts designated by Seller. The amount due to Seller at such time); provided, however, that any such refund or credit shall be for payable ten days after receipt of the account of Buyer to refund from the extent that such applicable Governmental Authority (or, if the refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet form of a credit or offset, ten days after the due date of the Tax Return claiming such credit or offset). Buyer shall, and shall cause its Affiliates to, take all commercially reasonable actions requested by Seller to the extent such refund or credit is attributable timely claim any refunds that will give rise to a carryback payment under this Section 9.3. (b) All refunds for any Assumed Taxes (including all refunds of Acton Holdings or the Company for a Post-Closing Tax Period (or portion of any Tax attribute of any of the Transferred Companies arising in a taxable period Straddle Period beginning after the Closing Date if such carryback as determined pursuant to Section 9.2)) (whether in the form of cash received or a credit (or offset) against Taxes otherwise payable) shall be for the benefit of Buyer. To the extent that Seller or any of its Affiliates receive a refund that is permitted by Section 10.7(e); provided furtherfor the benefit of Buyer, however, that Seller shall pay the amount of such refund or credit (and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or from the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising Governmental Authority with respect to any of the Transferred Companies relating such refund) to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated Buyer. The amount due to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 payable ten days after receipt by Sellerof the refund from the applicable Governmental Authority (or, Buyer if the refund is in the form of a credit or offset, ten days after the Transferred Companiesdue date of the Tax Return claiming such credit or offset).

Refunds. Any Each Agent and each Lender agrees that if it determines in its sole discretion exercised in good faith that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by or on behalf of any Loan Party, or amounts for which any Loan Party paid additional amounts under this Section 2.18 (including including, without limitation, any interest with respect theretoTaxes deducted from any additional sums payable under subsection (a) of or credit for Taxes of or relating above), it shall promptly reimburse the Loan Party to any the extent of the Transferred Companies for amount of any taxable period ending on or prior such recovery (but only to the Closing Date extent of indemnity payments made, or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beadditional amount paid, if received by or otherwise credited to Buyer or on behalf of the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Loan Party under this Section 10.5 (and all interest actually received from a Taxing Authority 2.18 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund shall also be paid over to Seller at such timerecovery); provided, however, that any the Loan Party, upon the request of such refund or credit shall be for Person, agrees to promptly repay to such Person the account of Buyer amount paid over to the extent that such refund Loan Party (together with any penalties, interest or credit is reflected on or provided other charges imposed by the relevant Governmental Authority), in the Final Actual Closing Balance Sheet or event such Person is required to repay such amount to the extent such refund relevant Governmental Authority. Notwithstanding anything to the contrary in this paragraph, in no event will the Administrative Agent or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall Lender be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pay any amount to the Borrower pursuant to this paragraph if the payment of which would place the Administrative Agent or any Lender in a less favorable net after-Tax position than such Agent or Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 10.3 2.18(e) shall not be made within 30 days after receipt by Seller, Buyer construed to require any Agent or the Transferred Companiesany Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Loan Party or any other Person.

Refunds. Any refund (including any interest with respect theretoa) The Parties shall share Refunds as follows: (1) a Party shall be entitled to all Refunds that relate to Taxes, other than Shared Taxes, for which such Party (or its Subsidiaries) is liable, (2) a Party shall be entitled to Refunds claimed on an originally filed Tax Return that reflect an overpayment of or credit for estimated Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior as compared to the Closing Date Tax liability reported on such originally filed Tax Return, and (3) except to the extent described in clause (1) or (2), (x) Refunds that are related to or paid in respect of an Income Tax Return the Audit of which would constitute a Pre-Distribution Shared Tax Audit, and (y) for any liability the avoidance of doubt and without duplication, Trident’s share of Refunds for payments of Taxes for which Seller is liable subject to Section 9.3(c) and which Seller has borne received pursuant to this the Trident 2007 Tax Sharing Agreement shall be(collectively, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit “Shared Refund”) shall be for shared by the account of Buyer Parties in the following order: (i) First, to the extent that the Threshold Base Amount on the date that the Refund is received is in excess of the Second Tax Contingency Amount, Trident, Fountain and Athens NA shall share all Shared Refunds to such refund or credit is reflected on or provided extent and in the Final Actual Closing Balance Sheet or same proportion as their respective Sharing Percentages. (ii) Second, to the extent such refund or credit that the Threshold Base Amount on the date that the Refund is attributable to a carryback of any Tax attribute of any received is in excess of the Transferred Companies arising First Tax Contingency Amount but less than or equal to the Second Tax Contingency Amount, Fountain and Athens NA shall share all such Shared Refunds to the extent and in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided furthersame proportion as their respective Second Sharing Percentages. (iii) Third, however, to the extent that the amount of such refund Threshold Base Amount on the date that the Refund is received is less than or credit and any interest received with respect thereto that is paid equal to Seller shall be net of any the First Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Contingency Amount, Trident shall be entitled to retainall Shared Refunds. For the avoidance of doubt, it is the Parties’ intention that Shared Refunds shall be paid to the Parties in a manner that refunds aggregate payments made under Sections 5.l(a), 9.3(a), and 9.3(c) on a “last in, first out” basis. To the extent that a Party (or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating its Subsidiaries) receives and is entitled to a Refund under Section 4.1(a)(2) all or a portion of which is attributable to payments of estimated Taxes with respect to any taxable period by another Party (or any of its Subsidiaries), the first Party shall pay to such other Party the portion thereof) beginning after of the Closing DateRefund attributable to such other Party’s payments of estimated Taxes. Notwithstanding the foregoing, any refund or credit included in the Final Actual Closing Balance Sheet and any refund event a Refund is the result of the carryback by a Party (or credit one of any Taxes allocated such Party’s Affiliates) of a Tax Attribute generated in a Post-Distribution Tax Period or a Straddle Tax Period to Buyer a Pre-Distribution Tax Period or a Straddle Tax Period permitted pursuant to Section 5.13. All payments required 4.2 solely because such carryback cannot result in one or more other Parties (or their Affiliates) being liable for additional Taxes, such Refund shall not be shared with any other Party. (b) Notwithstanding Section 4.l(a), to the extent a claim for a Refund by a Party is reasonably likely to result in a Correlative Detriment to another Party or Parties, such Refund shall, to the extent actually received by such claiming Party, be made paid proportionately to the Party or Parties that are reasonably likely to realize such Correlative Detriment, but only to the extent of such Correlative Detriment. (c) Any Refund or portion thereof to which a Party is entitled pursuant to this Section 10.3 4.1 that is received or deemed to have been received as described below by another Party (or its Subsidiaries) shall be made within 30 days after receipt paid by Sellersuch other Party to such first Party. To the extent a Party (or its Subsidiaries) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such Refund, Buyer if received, would have been payable by such Party to another Party (or Parties) pursuant to this Section 4.1, such Party shall be deemed to have actually received a Refund to the Transferred Companiesextent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (d) For the avoidance of doubt, any reduction of a previously received Refund shall be treated as an additional Tax payable for all purposes of this Agreement.

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

Refunds. Any If the Administrative Agent, a Lender or an Issuing Lender determines, in its sole discretion, that it has received a refund (including of any interest Indemnified Taxes as to which it has been indemnified by any Loan Party or with respect thereto) of or credit for Taxes of or relating to which 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 Loan Party has borne paid additional amounts pursuant to this Agreement Section, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Lender, as the case may be, if received and without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Governmental Authority with respect to such a refund shall also be refund); provided that such Loan Party, upon the request of the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to Seller at such time); providedLoan Party (plus any penalties, howeverinterest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, that any such Lender or such Issuing Lender in the event the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything to the extent that contrary in this paragraph (g), in no event will the Administrative Agent, such Lender or such Issuing Lender be required to pay any amount to a Loan Party pursuant to this paragraph (g) the payment of which would place the Administrative Agent, such Lender or such Issuing Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any of the Transferred Companies Lender or any Issuing Lender to make available its tax returns (or any other information relating to its Taxes with respect that it deems confidential) to any taxable period (Loan Party or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

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

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

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

Refunds. Any refund (including any interest with respect theretoi) of or credit for Taxes of or relating Each Separation Party (and its Affiliates) (the “Claiming Separation Party”) shall be entitled to any of the Transferred Companies for any taxable period ending on or prior Refunds that relate to the Closing Date or for any liability of Taxes for which Seller it (or its Affiliates) is liable and which Seller has borne pursuant to under this Agreement shall beor for which it has previously paid or reported. For the avoidance of doubt, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that a particular Refund may be allocable to multiple Parties, the portion of such refund Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or credit is reflected on or provided in to the Final Actual Closing Balance Sheet or other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.1, taking into account the facts as utilized for purposes of claiming such Refund. With respect to VAT, a Refund shall be treated as relating to a Pre-Distribution Period to the extent such refund Refund arises from the recovery, reduction, or credit is attributable to reimbursement of VAT that was paid, borne, or reported in a carryback Pre-Distribution Period, including as a result of the correction, amendment, or adjustment of any Tax attribute Return for a Pre-Distribution Period. Notwithstanding the foregoing, ordinary-course VAT recoveries arising from the filing of any of Tax Returns for Post-Distribution Periods, including recoveries attributable solely to late-received invoices or routine timing differences that do not require 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 correction or credit and any interest received with respect thereto that is paid to Seller shall be net amendment of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Return for a Pre-Distribution Period, shall not be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies treated as Refunds relating to Taxes with respect to any taxable period a Pre-Distribution Period. (ii) Any Refund or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated thereof to Buyer pursuant to Section 5.13. All payments required to be made which a Claiming Separation Party is entitled pursuant to this Section 10.3 3.6(a) that is received or deemed to have been received as described herein by the other Separation Party (or its Affiliates) shall be made within 30 days after receipt paid by Sellersuch other Separation Party to the Claiming Separation Party in immediately available funds in accordance with Section 4, Buyer mutatis mutandis. To the extent a Separation Party (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Separation Party to the Transferred CompaniesClaiming Separation Party pursuant to this Section 3.6(a), such Separation Party shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. For the avoidance of doubt, in the case of VAT, a Refund shall be deemed received for purposes of this Section 3.6(a) at the time such VAT is refunded in cash, offset against other VAT liabilities, or otherwise applied to reduce VAT payable, regardless of the Tax Period in which such offset or reduction is reflected. (iii) Notwithstanding anything to the contrary in this Agreement, any Separation Party that has received a payment in respect of a Refund pursuant to this Section 3.6(a) shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claim. (iv) The Separation Parties shall cooperate in good faith with any reasonable request by the other Separation Party to pursue any Refund to which such other Separation Party may be entitled under Section 3.6(a)(i).

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

Refunds. Any refund (including any interest with respect theretoi) of or credit for Taxes of or relating Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to any of the Transferred Companies for any taxable period ending on or prior Refunds that relate to the Closing Date or for any liability of Taxes for which Seller it (or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which Seller has borne each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i), to the extent a claim for a Refund results in a Correlative Detriment to the other Company (or its Affiliates), any such Refund that is received by the Claiming Company (or its Affiliates) shall, and only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detriment. (iii) In the event of an adjustment relating to Taxes pursuant to a Final Determination for which one Party is responsible under this Agreement which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer pay to the extent that such refund or credit is reflected on or provided in other Party, within ten (10) days of the Final Actual Closing Balance Sheet or Determination of such adjustment an amount equal to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment reduction 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 Taxes of the Transferred Companies relating to Taxes with respect to any taxable period Benefited Party. (iv) Any Refund or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated thereof to Buyer pursuant to Section 5.13. All payments required to be made which a Claiming Company is entitled pursuant to this Section 10.3 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be made within 30 days after receipt paid by Sellersuch other Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, Buyer if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a), such Company shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (v) Notwithstanding anything to the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the Transferred Companiessubsequent adjustment, if any, to the Refund claim.

Refunds. Any If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund (including of any interest with respect thereto) of or credit for Taxes of or relating as to any of which it has been indemnified by 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 Super ▇▇▇▇▇ Borrowers pursuant to this Agreement Section 9.1 (including by the payment by the Super ▇▇▇▇▇ Borrowers of additional amounts pursuant to this Section 9.1), it shall bepay over such refund to the Super ▇▇▇▇▇ Borrowers (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), if received net of all of its reasonable out-of-pocket expenses (including Taxes), without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Government Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat the Super ▇▇▇▇▇ Borrowers, that upon the request of such Agent or Lender, as the case may be, agrees to repay the amount paid over to the Super ▇▇▇▇▇ Borrowers (plus any penalties, interest or other charge imposed by the relevant Government Authority) to such Agent or Lender, as the case may be, in the event such Agent or Lender, as the case may be, is required to repay such refund or credit shall be for the account of Buyer to such Government Authority. Notwithstanding anything to the extent that contrary in this paragraph (i), in no event will an Agent or Lender be required to pay any amount to the Super ▇▇▇▇▇ Borrowers pursuant to this paragraph (i) the payment of which would place the Agent or Lender in a less favorable net after-Tax position than the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This Section 9.1(i) shall not be construed to require any of the Transferred Companies indemnified party to make available its Tax returns (or any other information relating to its Taxes with respect that it deems confidential) to the indemnifying party or any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

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

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

Refunds. Any If the Administrative Agent, a Lender or an Issuing Lender determines, in its sole discretion, that it has received a refund (including of any interest Indemnified Taxes as to which it has been indemnified by any Loan Party or with respect thereto) of or credit for Taxes of or relating to which 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 Loan Party has borne paid additional amounts pursuant to this Agreement Section, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Lender, as the case may be, if received and without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Governmental Authority with respect to such a refund shall also be refund); provided that such Loan Party, upon the request of the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to Seller at such time); providedLoan Party (plus any penalties, howeverinterest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, that any such Lender or such Issuing Lender in the event the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything to the extent that contrary in this paragraph (g), in no event will the Administrative Agent, such Lender or such Issuing Lender be required to pay any amount to a Loan Party pursuant to this paragraph (g) the payment of which would place the Administrative Agent, such Lender or such Issuing Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any of the Transferred Companies Lender or any Issuing Lender to make available its Tax returns (or any other information relating to its Taxes with respect that it deems confidential) to any taxable period (Loan Party or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

Refunds. Any refund Purchaser shall promptly forward to or reimburse each Seller Party for any refunds of Taxes (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect thereon and any credits in lieu thereof which are clearly attributable to Taxes paid by a Seller Party), to the extent actually received or utilized by Purchaser or any of its Affiliates, for Taxes paid by such Seller Party and borne by a refund shall also be paid over to Seller at such time)Party; provided, however, that the foregoing provision shall not apply to refunds received as a result of the carryback of Tax items accruing or otherwise generated by Purchaser or any of its Affiliates after the Closing. Each Seller Party shall promptly forward to or reimburse Purchaser for any refunds of Taxes (including any interest paid by a Taxing Authority thereon and any credits in lieu thereof which are clearly attributable to Taxes paid by Purchaser), to the extent actually received or utilized by such Seller Party or any of its Affiliates, for Taxes paid by Purchaser and borne by Purchaser. Any amount due pursuant to this Section 9.02(e) shall be reduced by all reasonable expenses and Taxes incurred by the payor and its Affiliates to obtain such refund or credit credit. No interest shall be for accrue on any amount due pursuant to this Section 9.02(e). If a Party has paid the account amount of Buyer a refund to the extent that other Party pursuant to this Section 9.02(e) and the applicable Taxing Authority later requires the first Party or its Affiliates to repay to such refund Taxing Authority all or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback portion of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund refund, then the other Party shall repay to the first Party or credit and any its applicable Affiliate the amount the first Party or its Affiliate was required to repay to the Taxing Authority (including 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 imposed 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 Taxing Authority) within ten (10) Business Days of the Transferred Companies relating first Party’s notice to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Party that such repayment is required.

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

Refunds. Any The Purchaser shall promptly pay to the Vendors’ Representative an amount equal to any Tax refund (including, for greater certainty, any credits against Taxes otherwise payable received in lieu of a refund, any reimbursement for overpayment of Taxes, any allowance or reduction in Taxes, any scientific research and experimental development tax credits, any investment tax credits, any Québec Crédit d’impôt pour investissement et innovation, or other set-off against Taxes) received by the Ingénia Group during the eighteen (18) months following the Closing Date, including any interest actually received (or credited) with respect thereto) , from the applicable Governmental Entities in respect of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to Pre-Closing Tax Period (including without limitation, refunds arising from amended Tax Returns filed after the Closing Date at the Vendors’ Representative’s request or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions prior written consent of Section 10.5 the Vendors’ Representative) (and all interest a “Refund”) (less the amount of (x) any Taxes incurred (whether actually received from a Taxing Authority paid or accrued) by the Purchaser with respect to the receipt of such a refund shall also be paid over to Seller at such time); provided, however, that Tax Refund provided any such refund or credit shall be Taxes have not previously been accounted for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet Adjustment Statement, and (y) any reasonable professional cost, expense or outlay incurred by the Purchaser in respect of a related Tax claim, or any amendment, audit, examination or contestation thereof) no later than thirty (30) Business Days after the date such Refund is received, enjoyed, or actually claimed or applied against Taxes otherwise payable by the Purchaser or the Ingénia Group, to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of Refund has not been otherwise specifically taken into account in determining 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 CompaniesPurchase Price. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All Any payments required to be made pursuant to this Section 10.3 will be treated as an adjustment to the Purchase Price. At the request of the Vendors’ Representative, the Purchaser shall be made within 30 days after receipt by Seller, Buyer use commercially reasonable efforts to cause the Ingénia Group to pursue claims for Refunds for periods ending on or before the Transferred CompaniesClosing and fully cooperate with the Vendors’ Representative in obtaining such Tax credits or refunds.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Vendor shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising of Taxes of the Conveyed Entities received with respect to any of the Transferred Companies relating to Taxes Pre-Closing Period and, with respect to any Straddle Period, with respect to the portion of such taxable year or period ending at the end of the Closing Date; provided, that (i) such Taxes were actually paid by Vendor or a Conveyed Entity prior to Closing or taken into account in the calculation of the Purchase Price (as finally determined pursuant to Section 2.8) as an amount included in Closing Indebtedness or as a current liability in the calculation of Closing Working Capital, (ii) such Tax refund is actually received by Buyer or a Conveyed Entity after the Closing, (iii) such Tax refund is not attributable to any loss or Tax attribute arising in a Taxable period (or portion thereof) beginning after the Closing Date or any Tax attribute of Buyer or its Affiliates (excluding, for this purpose, the Conveyed Entities) whether arising before, on or after the Closing Date, any (iv) such Tax refund or credit included was not taken into account in the Final Actual Closing Balance Sheet and any refund or credit computation of any Taxes allocated to Buyer the Purchase Price (as finally determined pursuant to Section 5.13. All payments required 2.8), (v) such Tax refund is not the subject of a then-pending Tax audit or other proceeding, (vi) such Tax refund is not attributable to a change in Law occurring after the date of this Agreement, and (vii) no Conveyed Entity is obligated to turn over the benefit of such Tax refund to another Person pursuant to an agreement or arrangement entered into by Vendor or any of its Affiliates (including the Conveyed Entities) prior to Closing; provided, further, that the amount to be made paid to Vendor pursuant to this Section 10.3 11.3(b) shall be made within 30 days after reduced by any out-of-pocket costs, expenses and Losses incurred by Buyer and its Affiliates in obtaining such Tax refund or any Taxes imposed on the receipt of such Tax refund. Vendor shall, upon the request of Buyer, repay to Buyer the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by Seller, the relevant Government Entity) in the event Buyer or the Transferred Companiesany of its Affiliates is required to repay such refund to such Government Entity.

Refunds. Any refund The Blocker Sellers shall be entitled to any credits and refunds (including any interest with thereon) received by a Blocker in respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior Pre-Closing Tax Period, solely to the Closing Date extent that the amount of such credit or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 refund (and all any interest actually received from a Taxing Authority thereon) exceeds the amount reflected as an asset with respect to such a 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 also be paid over to Seller at such time); provided, however, that apply for any such credit or refund and further agrees that it will not elect to (i) carry forward any such credit or credit shall be refund amount to reduce Taxes of a Blocker or Company Party for any Tax period (or portion thereof) that begins after the account of Buyer Closing Date; or (ii) carry forward any net operating losses from a Pre-Closing Tax Period to the extent a Tax period that such refund or credit is reflected begins on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback 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 permitted by Section 10.7(e); provided further, however, that the amount of such refund recognized or credit and any interest received with respect thereto that is to a Pre-Closing Tax Period and which Blocker Sellers are entitled pursuant to this Section 7.03(g) to be paid to Seller 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 be either (i) properly carry back any net of any Tax detriment 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 respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies this Agreement, Blocker Sellers shall not be entitled to retain, any credit or receive immediate payment from Seller of, refund relating to a Pre-Closing Tax Period to the extent that such credit or refund relates to any refund net operating loss or credit arising with respect that is carried back to any of the Transferred Companies relating to Taxes with respect to any Pre-Closing Tax Period from a taxable period (or portion thereof) beginning ending on or after the Closing Date, and Blocker Sellers shall not be entitled to any refund 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 included that arises in the Final Actual a Pre-Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesTax Period.

Refunds. Any If such Tax Indemnitee Participant receives a repayment or a refund (including of all or any interest part of any amount paid with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller a Tax Indemnifying Participant has borne indemnified such Tax Indemnitee Participant pursuant to this Agreement Schedule 8.4(b) (or if an amount which otherwise would have been a refund was used to offset another liability of such Tax Indemnitee Participant (an "Applied Amount")), then such Tax Indemnitee Participant shall bepay to Tax Indemnifying Participant an amount equal to the sum of the amount of such repayment or refund (or Applied Amount), plus any interest received on such repayment or refund (or that would have been received if such Applied Amount had been refunded to such Tax Indemnitee) attributable to any taxes paid by Tax Indemnifying Participant to or for such Tax Indemnitee Participant net of any taxes incurred on such refund or Applied Amount (plus any tax benefit received or that would have been received by such Tax Indemnitee Participant on account of such payment, as determined under Section 4.2(c) hereof). If such Tax Indemnitee Participant receives an award of attorneys' fees in a contest for which Tax Indemnifying Participant has paid an allocable portion of the contest expenses, such Tax Indemnitee Participant shall pay to Tax Indemnifying Participant the same proportion of the amount of such award as the amount of such Tax Indemnitee's attorneys' fees paid or otherwise credited reimbursed by such Tax Indemnifying Participant bears to Buyer the total amount of attorneys' fees actually incurred by such Tax Indemnitee Participant in conducting such contest, up to the amount of attorneys' fees paid or borne by such Tax Indemnifying Participant in connection with such contest. Any subsequent disallowance or loss of such refund (as a result of a redetermination of the Transferred Companies, paid over promptly claim giving rise to Seller in accordance with the provisions such payment by such Tax Indemnitee Participant to a Tax Indemnifying Participant by any taxing authority or as a result of Section 10.5 (and all interest actually received from a Taxing Authority judicial proceeding with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit claim) shall be for the account of Buyer treated as a loss subject to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereofindemnification under this Schedule 8.4(b) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant without regard to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies3.3 hereof.

Refunds. Any refund (including i) Sellers shall be entitled to any interest with respect thereto) refunds or credits of or credit for against any Excluded Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and plus any interest received with respect thereto that is paid thereto) and Buyer shall, at the Company’s expense, file, or cause to Seller shall be net of filed, any Tax detriment claims for such refunds or credits reasonably requested by Sellers; (ii) except to the extent set forth in respect of such refund or credit suffered by Section 12(c)(i) hereof, Buyer or the Transferred Companies. Buyer and the Transferred Companies an Acquired Subsidiary shall be entitled to retainany refunds or credits of Taxes attributable to the Business, the Assets or an Acquired Subsidiary (plus any interest received with respect thereto) and Sellers shall, at the Buyer’s expense, file, or receive immediate payment from Seller ofcause to be filed, any claims for such refunds or credits reasonably requested by Buyer; (iii) Buyer shall promptly forward to Sellers or reimburse Sellers for any refund or credit arising with respect credits due Sellers (pursuant to the terms of this Section 12) after receipt thereof, and Sellers shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer or an Acquired Subsidiary (pursuant to the terms of the Transferred Companies relating to Taxes with respect to any taxable period this Section 12) after receipt thereof; (iv) refunds or portion thereof) beginning after the Closing Date, any refund or credit included credits for a Straddle Period shall be allocated in the Final Actual Closing Balance Sheet manner in which Taxes are allocated as set forth in the definition of “Excluded Taxes” in Section 4(d)(i) hereof; and (v) Buyer shall not elect to carry back any refund item of loss, deduction or credit of Buyer, an Acquired Subsidiary or any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days of their affiliates which arises in any Tax period or portion thereof ending after receipt by Sellerthe Cut-Off Date into any Tax period or portion thereof of the Company, Buyer an Acquired Subsidiary, or any of their affiliates ending on or before the Transferred CompaniesCut-Off Date.

Refunds. Any (a) Except as provided in Section 10.1(c) and 10.3(b), any Tax refund or credit (including any interest with respect thereto) of or credit for Taxes of or relating to the Company or any of the Transferred Companies Company Subsidiary for any taxable period or portion thereof ending on or prior to the First Closing Date or for any liability Date, to the extent in excess of Taxes for which Seller is liable amounts reflected therefor in the Final Adjusted Book Value, shall be the property of Seller, and which Seller has borne pursuant to this Agreement shall be, if received by Buyer, the Company or otherwise credited to Buyer any of the Company's Subsidiaries such Tax refund or the Transferred Companies, credit shall be paid over promptly to Seller in accordance together with interest thereon at the provisions rate of Section 10.5 (6% per annum compounded daily, calculated on the basis of the actual number of days elapsed and all interest actually received a 360 day year, for the period from a Taxing Authority with respect to and including the date which 10 Business Days after such a refund shall also be paid over to Seller at such time); provided, however, that any such tax refund or credit was received by Buyer or the Company or one of its Subsidiaries as relevant to and including the date Seller actually receives payment of such tax refund or credit from Buyer. (b) Notwithstanding anything in this agreement to the contrary, in the event the sale of the Company or the Company Subsidiaries is not (in whole or in part), for any reason, treated as a deemed sale of assets pursuant to section 338(h)(10) of the Code (or any similar provision under state or local law), Buyer agrees, at Seller's request and expense, that it will or will cause the Company or any Company Subsidiary to carryback any (i) losses that relate or are attributable to any built-in loss (calculated as of the First Closing Date and equal to the excess of the Tax basis of any such asset over such assets allocable fair market value as of such date), or (ii) Tax benefits or Tax attributes that would not have otherwise been available to Buyer had the sale been treated as a deemed sale of assets. Any Tax refund resulting from such carryback shall be for the account of paid to Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted payments made by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.1310.7(d). All payments required Except as provided in the immediately preceding sentence, Buyer, the Company, the Company Subsidiaries and any of their Affiliates shall have no obligation to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer carryback any loss or the Transferred Companiesother Tax item.

Refunds. Any refund (including any interest with respect theretoa) of The Acquiror or credit for Taxes of or relating its Subsidiaries, as applicable, shall be entitled to any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which the Transferred Companies for any taxable period ending on or prior to Prices, the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer AGC Sellers or the Transferred CompaniesEntity Sellers become entitled, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority or with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for Taxes of the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or Price Entities except to the extent such refund refunds or credit is credits are attributable to a carryback of any Tax attribute of any of Excluded Taxes or Taxes paid by the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(ePrice Group (except for Taxes set forth on Schedule 10.1(a); provided further). The Acquiror or its Subsidiaries, howeveras applicable, 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 retainany refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax of the Acquiror or receive immediate payment from Seller ofany of its Subsidiaries (other than the Price Entities) for all periods. (b) The Prices, the AGC Sellers or the Transferred Entity Sellers, as applicable, shall be entitled to any refund refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which the Acquiror or credit arising any of its Subsidiaries become entitled, of or with respect to any Taxes of the Transferred Companies relating Price Entities to the extent such refunds or credits are attributable to Excluded Taxes with respect or Taxes paid by the Price Group (except for Taxes set forth on Schedule 10.1(a)). (c) The Acquiror and its Subsidiaries shall promptly forward to any taxable period (or portion thereof) beginning after the Closing DatePrices, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer AGC Sellers or the Transferred CompaniesEntity Sellers, as applicable, any amounts to which such parties are entitled under Section 10.4(b). The Prices, the AGC Sellers or the Transferred Entity Sellers, as applicable, shall promptly forward to the Acquiror (as applicable) any amounts to which the Acquiror or any of its Subsidiaries (including the Price Entities) are entitled under Section 10.4(a).

Refunds. Any SS Sellers shall be entitled to the amount of any Tax refund (including any interest or credit in lieu of refund) in respect of Taxes of S▇▇▇▇▇▇ Sand with respect theretoto any Pre-Closing Tax Period (including, for the avoidance of doubt, the portion of any Straddle Period through the Closing Date, determined in accordance with the principles under Section 10.6), to the extent any such Tax refund is actually received by, or credited to, Purchaser or S▇▇▇▇▇▇ Sand, or any of their Affiliates during a period of three (3) years following the Closing Date. Purchaser will forward or pay (or caused to be forwarded or paid) to SS Sellers the amount of any such Tax refund (or credit in lieu of refund) (without interest, other than interest received from the applicable Governmental Body thereon) to which it is entitled, by wire transfer of immediately available funds, net of any reasonable, direct out-of-pocket costs, including Taxes, attributable to receipt of such Tax refund (or credit in lieu of refund), within ten (10) days after receipt or entitlement thereto. Purchaser and its Affiliates shall, if SS Sellers so reasonably request, cause S▇▇▇▇▇▇ Sand to file for Taxes and use commercially reasonable efforts to obtain any Tax refund for any Pre-Closing Tax Period that is allocable to SS Sellers pursuant to this Section 10.9. Purchaser shall, upon reasonable request, permit Sellers Representative to participate in the prosecution of or relating any such claim. Nothing in this Section 10.9 shall require Purchaser to make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Purchaser and S▇▇▇▇▇▇ Sand) that is with respect to (i) any refund of Tax that is the result of the Transferred Companies for carrying back of any Tax attribute or Tax credit incurred in a taxable period ending (or portion of any Straddle Period) beginning after the Closing Date); (ii) any refund for Tax that is reflected as a current asset (or offset to a current liability) on the Closing Working Capital, as finally determined; or (iii) any refund for Tax that gives rise to a payment obligation by S▇▇▇▇▇▇ Sand to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by S▇▇▇▇▇▇ Sand on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any If the Administrative Agent or any Lender receives a refund of any Indemnified Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 5.8 [Taxes], it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 5.8 [Taxes] with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority imposed with respect to such a refund refund) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Official Body with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, shall also be repay the amount paid over to Seller at such time); providedLoan Party (plus any penalties, however, that any interest or other charges imposed by the relevant Official Body) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Official Body. This Section 5.8 [Taxes] shall not be construed to require the Administrative Agent or credit shall be for the account of Buyer any Lender to make available its Tax returns (or any other information relating to its taxes that it deems confidential) to the extent that Borrower or any other Person. Notwithstanding anything to the contrary in this paragraph 5.8.6, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph 5.8.6 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiessuch Tax had never been paid.

Refunds. Any If any Recipient determines, in its Permitted Discretion, that it has received a refund (including of any interest with respect thereto) of or credit for Indemnified 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 that were paid by Credit Parties pursuant to this Agreement Section 3.5, so long as no Event of Default has occurred and is continuing, it shall bepay an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.5 with respect to the Indemnified Taxes giving rise to such refund) to Credit Parties, if received net of all out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Governmental Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat Credit Parties, that upon request of such Recipient, agree to repay the amount paid to Credit Parties (plus any penalties, interest or other charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Recipients hereunder) to such Recipient in the event such Recipient is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything to the extent that such refund or credit is reflected on or provided contrary in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of this Section 3.5(h), in no event will any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall Recipient be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pay any amount to Credit Parties pursuant to this Section 10.3 3.5(h) if such payment would place such Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Indemnified Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be made within 30 days after receipt by Seller, Buyer construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Transferred CompaniesCredit Parties or any other Person.

Refunds. Any Tax refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies Company or the Subsidiary for any taxable period ending on or before the date of the Effective Time or otherwise allocable to a portion of the taxable period ending on the date of the Effective Time using the appropriate allocation method set forth in Section 8.01(b) shall be the property of the Shareholders, and if received by Parent or the Company or the Subsidiary shall be payable promptly to the Shareholders' Representative on behalf of the Shareholders to be distributed to the Shareholders by the Shareholders' Representative in proportion to the number of shares of Company Common Stock held by each such Shareholder immediately prior to the Closing Effective Time. Notwithstanding the foregoing sentence: (i) any Tax refund (or equivalent benefit to the Shareholders through a reduction in Tax liability) for a period before the date of the Effective Time arising out of the carryback of a loss or credit incurred by the Company or the Subsidiary in a taxable year ending after the date of the Effective Time that is attributable to a period after the Effective Date or for any liability using the appropriate allocation method set forth in Section 8.01(b), as applicable, shall be the property of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beParent and, if received by or otherwise credited to Buyer or the Transferred CompaniesShareholders, paid over shall be payable promptly to Seller in accordance with the provisions Parent; and (ii) if, as of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such time, if any, as Parent shall receive a refund shall also that would be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account property of Buyer the Shareholders and payable to the extent Shareholders under the foregoing sentence, Taxes have been asserted in writing that such refund would be required to be indemnified by the Shareholders hereunder, all or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount part of such refund or credit and any interest received with respect thereto that is paid up to Seller shall an amount equal to 120% of such asserted Taxes shall, at the option of Parent, be net deposited in escrow for satisfaction of any Tax detriment amounts indemnifiable under this Article VIII that have been asserted or subsequently are asserted, until the time set forth in respect of such refund Section 8.05 hereof or credit suffered by Buyer or until the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainmatter has been resolved, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companieswhichever is earlier.

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

Refunds. Any refund (including any interest with respect theretoi) of or credit for Taxes of or relating Each Separation Party (and its Affiliates) (the “Claiming Separation Party”) shall be entitled to any of the Transferred Companies for any taxable period ending on or prior Refunds that relate to the Closing Date or for any liability of Taxes for which Seller it (or its Affiliates) is liable and which Seller has borne pursuant to under this Agreement shall beor for which it has previously paid or reported. For the avoidance of doubt, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that a particular Refund may be allocable to multiple Parties, the portion of such refund Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or credit is reflected on or provided in to the Final Actual Closing Balance Sheet or other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.1, taking into account the facts as utilized for purposes of claiming such Refund. With respect to VAT, a Refund shall be treated as relating to a Pre-Distribution Period to the extent such refund Refund arises from the recovery, reduction, or credit is attributable to reimbursement of VAT that was paid, borne, or reported in a carryback Pre-Distribution Period, including as a result of the correction, amendment, or adjustment of any Tax attribute Return for a Pre-Distribution Period. Notwithstanding the foregoing, ordinary-course VAT recoveries arising from the filing of any of Tax Returns for Post-Distribution Periods, including recoveries attributable solely to late-received invoices or routine timing differences that do not require 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 correction or credit and any interest received with respect thereto that is paid to Seller shall be net amendment of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Return for a Pre-Distribution Period, shall not be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies treated as Refunds relating to Taxes with respect to any taxable period a Pre-Distribution Period. (ii) Any Refund or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated thereof to Buyer pursuant to Section 5.13. All payments required to be made which a Claiming Separation Party is entitled pursuant to this Section 10.3 3.6(a) that is received or deemed to have been received as described herein by the other Separation Party (or its Affiliates) shall be made within 30 days after paid by such other Separation Party to the Claiming Separation Party in immediately available funds in accordance with Section 4 (net of any reasonable out-of-pocket expenses incurred in obtaining such Refund, including any Taxes imposed or payable in respect of the receipt or accrual thereof). To the extent a Separation Party (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by Sellersuch Separation Party to the Claiming Separation Party pursuant to this Section 3.6(a), Buyer such Separation Party shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. For the avoidance of doubt, in the case of VAT, a Refund shall be deemed received for purposes of this Section 3.6(a) at the time such VAT is refunded in cash, offset against other VAT liabilities, or otherwise applied to reduce VAT payable, regardless of the Transferred CompaniesTax Period in which such offset or reduction is reflected. (iii) Notwithstanding anything to the contrary in this Agreement, any Separation Party that has received a payment in respect of a Refund pursuant to this Section 3.6(a) shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claim. (iv) The Separation Parties shall cooperate in good faith with any reasonable request by the other Separation Party to pursue any Refund to which such other Separation Party may be entitled under Section 3.6(a)(i).

Refunds. Any refund 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 Taxes (including interest thereon if any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing any Governmental Authority with respect to such refund) that are attributable to a refund shall also be paid over to Seller at Pre-Closing Tax Period and that are received by Buyer or any of its Affiliates (including, following the Closing, the Group Companies) after the Closing Date (less any reasonable expenses and Taxes incurred by Buyer or any of its Affiliates (including, following the Closing, the Group Companies) in receiving such timerefund) (a “Tax Refund”); provided, however, that any such refund or credit shall be for the account of Buyer except to the extent that such refund or credit is reflected on or provided in Tax Refund (a) arises as the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to result of a carryback of any a loss or other Tax attribute benefit from a Post-Closing Tax Period or (b) was reflected as an asset in the final calculation 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 Working Capital. Any Tax Refund shall be paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered Representative no more than 10 days following the receipt thereof by Buyer or the Transferred Companiesany of its Affiliates. Buyer and the Transferred Companies Seller Representative shall be entitled to retainpursue, 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 receive immediate payment from Seller ofother filing described in clause (i) of this proviso if a position taken on such claim for refund, any refund amended Tax Return or credit arising with respect other filing is not supportable at a more-likely-than-not or higher level of comfort; and (iii) to the extent that the assistance of Buyer or any of its Affiliates (including, following the Transferred Companies relating Closing, the Group Companies) is necessary in order to Taxes 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 respect 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 any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Seller Representative pursuant to this Section 10.3 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 reduction or disallowance of such Tax Refund shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiestreated as Excluded Taxes for which Sellers shall be responsible under Section 11.2.

Refunds. Any refund Without duplication, Seller shall be entitled to any refunds (including any interest with respect theretoor credits in lieu of refunds) of or credit against any Taxes (including interest thereon received from the relevant Tax Authority) for a Pre-Closing Tax Period, for Taxes that constitute Retained Liabilities, for Indemnified Taxes or Taxes that relate to the representations set forth in Section 4.10 (Taxes) of this Agreement. for which, in each case, Seller or relating to any of its Affiliates have borne economically, other than to the Transferred Companies extent that (i) any such Tax refund or credit arises as a result of a change in Law after the Closing Date, (ii) is for an amount less than $100,000, (iii) was included in the calculation of Working Capital (including to the extent included in the Working Capital Target Amount) in the calculation of the Final Purchase Price or (iv) results from any carryback of a tax asset from a Post-Closing Tax Period (“Tax Refunds”). Except as specifically provided otherwise, any such Tax Refund 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 Straddle Period shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly be equitably apportioned to Seller in accordance with the provisions principles set forth in Section 8.2. Notwithstanding the foregoing, Purchaser and its Affiliates shall have no obligation to file any claim for refund or any amended Tax Return in order to claim a Tax Refund. If Purchaser or any of Section 10.5 its Affiliates (and all interest including the Transferred Entities) actually received from receives or realizes a Taxing Authority with respect Tax Refund, then Purchaser shall pay, or cause its Affiliates to such a refund shall also be paid over pay, to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and Tax Refund (including any interest received with respect thereto that is paid to Seller shall be thereon by the relevant Tax Authority), net of any Tax detriment reasonable out-of-pocket costs and Taxes incurred by Purchaser or the applicable Transferred Entity to the extent incurred in respect connection with the receipt of such refund or credit suffered by Buyer Tax Refund, within fifteen (15) days of the receipt of the Tax Refund or the Transferred Companiesapplication of such Tax Refund against current or future amounts otherwise payable, as applicable. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate The parties hereto intend that any such payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 8.11 be treated for U.S. federal and applicable state and local income tax purposes as an adjustment to the Purchase Price and shall be made act consistently therewith for all applicable tax purposes (including filing Tax Returns) unless otherwise required by a “determination” (within 30 days after receipt by Seller, Buyer or the Transferred Companiesmeaning of Section 1313(a) of the Code).

Refunds. Any Buyer may (except as provided in Section 9.11(b)), at its option, cause any of the Company or its Subsidiary to elect, where permitted by applicable Law, to carry forward or carry back any Tax attribute carryover that would, absent such election, be carried back to a Pre-Closing Period or Straddle Period. Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller: (i) any refund (including any interest with respect thereto) of or credit for Taxes of or relating paid to any of the Transferred Companies Company or its Subsidiary for any taxable period ending on Pre-Closing Period actually received by Buyer, the Company or prior to 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 ending after the Closing Date, (ii) a portion of any refund of Taxes paid by any of the Company or its Subsidiary for any liability Straddle Period (such portion to be allocated consistent with the principles set forth in 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 Seller is liable and which Seller has borne pursuant to this Agreement shall bethe Company or its Subsidiary become entitled in a Tax period ending after the Closing Date, if received by in each case, net of any Tax liabilities or otherwise credited to Buyer increase in Tax liabilities imposed on Buyer, the Company or the Transferred Companies, paid over promptly to Seller in accordance with the provisions its Subsidiary (or any of Section 10.5 (and all interest actually received their respective Affiliates) resulting from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)refund; provided, however, that Seller shall not be entitled to any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or (w) to the extent such refund or credit is attributable relates to a carryback of any a Tax attribute of from any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning ending after the Closing Date, (x) any refund or credit included in that was taken into account for the Final Actual Closing Balance Sheet and any purposes of calculating the Net Working Capital, (y) to the extent such refund or credit relates to deductions taken into account for purposes of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Sellercalculating the Tax Benefit Amount, Buyer or the Transferred Companies.or

Refunds. Any refund Except to the extent reflected as an asset in the calculation of Closing Working Capital, the Sellers or the Blocker Sellers, as applicable, will be entitled to any credits or refunds of Taxes (including any interest with respect theretoamounts credited against Taxes otherwise payable) of or credit for Taxes any Sold Entity in respect of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Pre-Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Tax Period; provided, however, that Sellers and Blocker Sellers shall not be entitled to any such refund or credit shall be for the account of Buyer Taxes to the extent that such Taxes were not (i) paid by any Sold Entity prior to the 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 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 reflected on received, allowed or provided in applied against any Tax liability by the Final Actual Closing Balance Sheet Buyer or to any Sold Entity following the extent such Closing. If any Seller or Blocker Seller receives any refund or credit is attributable to a carryback of Tax of any Sold Entity (other than any refund or credit of Tax attribute of any of which the Transferred Companies arising in a taxable period beginning after Sellers and Blocker Sellers are entitled to receive pursuant to this Section 9.11(d) (Refunds)), the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Sellers’ Representative will cause the amount of such refund or credit and any interest received with respect thereto that is to be paid to Seller shall be net of any Tax detriment in respect of Buyer promptly after such refund or credit suffered by Buyer is received, allowed or the Transferred Companiesapplied against any Tax liability. Buyer and the Transferred Companies shall be entitled not claim (or cause any Sold Entity to retainclaim) any credit or refund of Tax by carrying back any loss, credit or receive immediate payment other Tax benefit from Seller of, any refund or credit arising with respect Post-Closing Tax Period to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Pre-Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesTax Period.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies The Shareholder shall be entitled to retain, or receive immediate payment from Seller 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 the adjustments in Section 4, but including, without limitation, refunds arising by reason 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 deposited in connection with the tax litigation described in Schedule 5.14 under the heading “Tax Litigation”, or (ii) credit of any taxes (plus any interest thereon received with respect thereto from the applicable taxing authority or Governmental Authority) relating to any member of the Company Group for which the Shareholder is responsible under Section 7.4(a) or has otherwise paid or caused to be paid. In addition, any reduction of Taxes (“Reduced Taxes”) (i) due with respect to the 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 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 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 in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the Parent or the Surviving Corporation, if any, to amend any Tax Returns in order to pursue such refund, 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 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 arising with respect referred to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller7.4(c), Buyer including discussing potentially available refunds or credits and preparing and filing any amended Tax Return or other claim for a refund except to the Transferred Companiesextent 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 Company Group, taken as a whole.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating Subject to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of this Section 10.5 6.4, (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to a) the Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from the Company or the Purchaser of, any refund or credit with respect to Taxes (including, without limitation, refunds and credits arising by reason of amended Returns filed after the Closing Date), plus any interest received with respect thereto from the applicable taxing authorities, relating to the Company or any Subsidiary that are described as being the responsibility of the Seller in Section 6.2(a), and (b) the Purchaser or the Company shall be entitled to retain, or receive immediate payment from the Seller of, any refund or credit arising with respect to Taxes, plus any interest received with respect thereto from the applicable taxing authorities, relating to the Company or any Subsidiary that are described as being the responsibility of the Purchaser in Section 6.2(b), provided that neither the Company nor any Subsidiary shall elect to carry back any item of loss, deduction or credit from a return described as being the responsibility of the Purchaser in Section 6.3(b), to a return described as being the responsibility of the Seller in Section 6.3(a) (other than the last sentence thereof), and the Purchaser shall indemnify and hold the Seller and its Affiliates harmless from and against any loss attributable to any such carry back election, including, without limitation, any loss of use of foreign tax credits attributable to any such carry back election. The Purchaser and the Seller shall cooperate, and the Purchaser shall cause the Company and the Subsidiaries to cooperate with the Seller, with respect to claiming any refund or credit with respect to Taxes referred to in this Section 6.4. Such cooperation shall include providing all relevant information available to the Seller or the Purchaser (through the Company or otherwise), as the case may be, with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to the Seller or the Purchaser, as the case may be, and in accordance with this provision, any amount received by the Purchaser (or the Company or any of the Transferred Companies relating to Taxes Subsidiaries) or the Seller or its Affiliates, as the case may be, with respect to any taxable period (or portion thereof) beginning after the Closing Datesuch claim; and, any refund or credit included in the Final Actual Closing Balance Sheet and case of the party filing such a claim, consulting with the other party prior to agreeing to any disposition of such claim, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. The party that is to enjoy the economic benefit of a refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to under this Section 10.3 6.4 shall be made within 30 days after receipt by Seller, Buyer or bear the Transferred Companiesout-of- pocket expenses of the other party reasonably incurred in seeking such refund.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which The Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainany refunds of or reductions from Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) actually received by the 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 such refunds within five (5) Business Days of receipt by the Company or receive immediate payment from Seller ofits Affiliates, after deducting any refund or credit arising Taxes incurred in connection with respect 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 otherwise payable) actually received by the Seller or any of its Affiliates in respect of the Transferred Companies relating to Taxes with Post-Closing Period or in respect to of the portion of any taxable period (or portion thereof) beginning Straddle Period that ends after the Closing Date. The Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate with the Buyer to obtain any refund such refunds to which the Company may be entitled, and shall deliver to the Company any such refunds to the extent actually received by the Seller or credit included 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 Final Actual refund; provided, however that it shall be the Buyer’s sole obligation to obtain any such refunds in respect of the Post-Closing Balance Sheet and any refund Period or credit in respect of the portion of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days Straddle Period that ends after receipt by Seller, Buyer or the Transferred CompaniesClosing Date.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies ASD shall be entitled to retain, or receive immediate payment from Seller ofeach Buyer or its Affiliates (including the applicable B&K Companies, their Subsidiaries and the Joint Ventures , but in respect of the latter case only to the extent of the appropriate percentage) of any refund or credit derived by such B&K Companies, their Subsidiaries and the Joint Ventures with respect to Income Taxes (including (i) excess advance payments and (ii) refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) with respect to any Tax period or portion thereof ending on or before the Closing Date relating to the B&K Companies, their Subsidiaries or the Joint Ventures; provided, however, that each Buyer and the applicable B&K Companies, B&K Companies’ Subsidiaries and the Joint Ventures shall be entitled to retain, or receive immediate payment from ASD of, any such refund or credit to the extent that such refund or credit arises after the Closing Date as a result of the Transferred Companies relating to Taxes with respect to use or application of any taxable loss, foreign tax credit, research and development credit or other item of such B&K Companies, their Subsidiaries or the Joint Ventures for any period (or portion thereof) beginning after following the Closing Date to any period (or portion thereof) ending on or before the Closing Date, provided, further, that such Buyer shall not make any election or take any other specific action to carryback any item of Tax loss, deduction, credit or other benefit of any such B&K Company, Subsidiary of a B&K Company or Joint Venture arising after the Closing Date to any Tax period ending prior to the Closing without the consent of ASD. ASD and each Buyer shall equitably apportion any refund or credit included with respect to Taxes with respect to a Straddle Period in a manner consistent with the principles set forth in Section 11.1(f). No payment shall be made under this section 7.7(c) to the extent it is reflected in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesAdjustment Amounts.

Refunds. Any Tax refund (including any interest with respect thereto) of or credit for Taxes of or relating to the Companies or any of the Transferred Companies Company Subsidiary for any taxable period ending on or prior to the Closing Date or (except for any liability refund included on the Closing Date Balance Sheet, which shall be the property of Taxes Purchaser, and if paid to Seller, shall be paid over promptly to Purchaser) shall be the property of Seller, and if received by Purchaser or the Companies or any Company Subsidiary shall be paid over promptly to Seller. Notwithstanding the foregoing sentence: (a) any Tax refund (or equivalent benefit to Seller through a reduction in Tax liability) for which Seller is liable and which Seller has borne pursuant to this Agreement a period before the Closing Date arising out of the carryback of a loss or credit incurred by the Companies or any Company Subsidiary in a taxable year ending after the Closing Date shall bebe the property of Purchaser and, if received by or otherwise credited to Buyer or the Transferred CompaniesSeller, shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 (Purchaser; and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); providedb) if, however, that any such refund or credit shall be for the account of Buyer and to the extent that, as of such time, if any, as Purchaser shall receive a refund that such refund would be the property of Seller and payable to Seller under the immediately preceding sentence, Taxes have been asserted in writing that would be required to be indemnified by Seller hereunder, all or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount part of such refund or credit and any interest received with respect thereto that is paid up to Seller shall an amount equal to 120% of such asserted Taxes shall, at the option of Purchaser, be net deposited by Purchaser into an account for the satisfaction of any Tax detriment amounts indemnifiable under this Article which have been asserted or subsequently are asserted, until the time set forth in respect clause (ii) 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 Section 8.06 of this Agreement with respect to any such asserted amounts (or, if earlier, expiration of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit applicable statute of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companieslimitations).

Refunds. Any refund (including i) Sellers shall be entitled to any interest with respect thereto) refunds or credits of or credit for against any Excluded Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and plus any interest received with respect thereto that is paid thereto) and Buyer shall file, or cause to Seller shall be net of filed, any Tax detriment claims for such refunds or credits reasonably requested by Sellers; (ii) except to the extent set forth in respect of such refund Section 7.3(d) or credit suffered by 7.3(e)(i) above, Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retainany refunds or credits of Taxes attributable to the Business, the Assets, each Other Business, the Special Inventory, the Other Assets, or receive immediate payment from Seller of, of Windmill (plus any interest received with respect thereto); (iii) Buyer shall promptly forward to Sellers or reimburse Sellers for any refund or credits due Sellers (pursuant to the terms of this Article 7) after receipt thereof, and Sellers shall promptly forward to Buyer or reimburse Buyer for any refunds or credits due Buyer (pursuant to the terms of this Article 7) after receipt thereof; (iv) refunds or credits for a Straddle Period shall be allocated in the manner set forth in the definition of "Excluded Taxes"; (v) the Buyer and Windmill shall prepare and timely file an irrevocable election under Treasury Regulation section 1.1502-21(b)(3)(ii)(B) for Buyer's consolidated group to relinquish all consolidated net operating losses allocable to Windmill for that portion of the loss carryback period during which Windmill was a member of a Seller's consolidated group; and (vi) Buyer shall not elect to carry back any item of loss, deduction or credit arising with respect to of Buyer, Windmill or any of the Transferred Companies relating to Taxes with respect to their Affiliates which arises in any taxable Tax period (or portion thereof) beginning thereof ending after the Closing Date into any Tax period or portion thereof ending on or before the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund (including of any interest with respect thereto) of or credit for Taxes of or relating as to any of which it has been indemnified by 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 Super ▇▇▇▇▇ Borrowers pursuant to this Agreement Section 9.1 (including by the payment by the Super ▇▇▇▇▇ Borrowers of additional amounts pursuant to this Section 9.1), it shall bepay over such refund to the Super ▇▇▇▇▇ Borrowers (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), if received net of all ||| of its reasonable out-of-pocket expenses (including Taxes), without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Government Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat the Super ▇▇▇▇▇ Borrowers, that upon the request of such Agent or Lender, as the case may be, agrees to repay the amount paid over to the Super ▇▇▇▇▇ Borrowers (plus any penalties, interest or other charge imposed by the relevant Government Authority) to such Agent or Lender, as the case may be, in the event such Agent or Lender, as the case may be, is required to repay such refund or credit shall be for the account of Buyer to such Government Authority. Notwithstanding anything to the extent that contrary in this paragraph (i), in no event will an Agent or Lender be required to pay any amount to the Super ▇▇▇▇▇ Borrowers pursuant to this paragraph (i) the payment of which would place the Agent or Lender in a less favorable net after-Tax position than the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This Section 9.1(i) shall not be construed to require any of the Transferred Companies indemnified party to make available its Tax returns (or any other information relating to its Taxes with respect that it deems confidential) to the indemnifying party or any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

Refunds. Any refund (including any interest with respect theretoa) of Except as provided in Section 12.6(b), if the Company 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 its Subsidiaries receives a refund of Taxes for which Seller is liable and which Seller has borne any Pre-Closing Taxable Period, the Company shall promptly pay such refund to the Sellers’ Representative (for the benefit of Sellers) without interest. In addition, the Company shall pay to the Sellers’ Representative (for the benefit of Sellers) an amount equal to any refund of Taxes (i) that would have been payable to Sellers pursuant to this Agreement shall beSection 12.6(a), if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent except that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or was used to the extent such refund or credit is attributable to a carryback of pay any Tax attribute of liability for 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 (“Post-Closing Tax Period”) or (ii) would have been payable to Sellers’ Representative (for the amount benefit 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 thereofSellers) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 12.6(a) if it were possible to file Tax Returns for each Straddle Period as if the taxable year ended on the Closing Date. (b) Notwithstanding anything to the contrary in Section 12.6(a), or otherwise, Sellers shall have no right to receive a refund or credit (or any portion thereof) that is attributable to the carryback of losses, credits or similar items of the Company and its Subsidiaries, as the case may be, from a Post-Closing Tax Period, to a Pre-Closing Tax Period, and the Company will be made within 30 days after receipt by Sellerentitled to retain the amount of any such credit or refund received (together with interest thereon). (c) Except as provided in Section 12.6(a) and 12.6(b), Buyer the Company will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the Transferred CompaniesCompany or any of its Subsidiaries.

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

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating When a Tax Indemnitee becomes entitled to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from receive a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit against Tax of all or any part of any Taxes which the Lessee shall be have paid for such Tax Indemnitee or for which the account Lessee shall have reimbursed or indemnified such Tax Indemnitee, such Tax Indemnitee shall pay, provided an Event of Buyer Default has not occurred and is not continuing, to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or Lessee an amount equal to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit less (x) all payments then due to such Tax Indemnitee under this Article 6, and any (y) Taxes imposed with respect to the accrual or receipt thereof, including interest received with respect thereto attributable thereto, plus any tax benefit realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this sentence; provided, however, that is paid such amount shall not be payable (a) before such time as the Lessee shall have made all payments or indemnities then due and payable to Seller such Tax Indemnitee under this Article 6 and (b) to the extent that the amount of such payment would exceed (i) the amount of all prior payments by the Lessee to such Tax Indemnitee pursuant to this Article 6 less (ii) the amount of all prior payments by such Tax Indemnitee to the Lessee pursuant to this Article 6 (any such excess shall be net carried forward to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 6.01 hereof). If an amount payable by any Tax detriment in respect Indemnitee to the Lessee pursuant to this Section 6.02 is not paid when due because of the occurrence and continuation of an Event of Default, such amount shall be payable by any Tax Indemnitee to the Lessee upon the Lessee's curing all Events of Default. Any subsequent loss of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies tax benefit shall be entitled treated as a Tax subject to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any indemnification under the provisions of the Transferred Companies relating to Taxes with respect to any taxable period this Article 6 (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit case of any Taxes allocated to Buyer pursuant such tax benefit, subject to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller6.01(b) but only insofar as subsections (iv), Buyer or the Transferred Companies(vi), (vii), (x), (xi), (xii), (xiii), (xiv) and (xv) thereof would apply).

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies Pfizer shall be entitled to retain, or receive immediate payment from Seller Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and 62 their Subsidiaries) of, any refund or credit with respect to Taxes (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) with respect to any Tax 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 (i) Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any such refund or credit to the extent that such refund or credit, (A) is reflected on the Working Capital Statement, or (B) arises as a result of the Transferred Companies relating use or application (as provided in Section 7.4(d)) of any net capital loss, foreign tax credit or research and development credit) of the Conveyed Subsidiaries or any of their Subsidiaries for any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries ending on or before the Closing Date, and (ii) to the extent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), would, but for the carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such net capital loss, foreign tax credit or research and development credit, be entitled to a refund or credit in respect of any net capital loss, foreign tax credit or research and development credit of Pfizer or any of Pfizer's Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be entitled to receive immediate payment from Purchaser of any such amount to the extent Purchaser has previously received a refund or credit from a carryback to Pfizer's return. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit with respect to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit included in the Final Actual Closing Balance Sheet and with respect to Taxes with respect to a Straddle Period, except that any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 reflected on the Working Capital Statement shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesproperty of the Purchaser.

Refunds. Any refund Buyer shall pay (including or cause to be paid) to Seller Parent any interest with respect theretoTax refunds that are received by the 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 or credit for Taxes of or relating to any of the Transferred Companies for any taxable period a Straddle Period) ending on or prior to before the Closing Date or that are for any liability of Taxes for which Seller is liable Parent has previously indemnified Buyer (in each case, including any interest paid thereon and which Seller has borne pursuant to this Agreement shall be, if received by net of any Taxes incurred in respect of the receipt or otherwise credited to accrual of the refund or credit and any expenses of Buyer or the Transferred Companies, paid over promptly to Seller its Affiliates in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any obtaining such refund or credit shall be for the account of Buyer to the extent that such credit), excluding any refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is (i) attributable to a carryback of any Tax attribute of any of the Transferred Companies arising loss in a taxable period tax year (or portion of a Straddle Period) beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided furtherapplied (e.g., however, that the amount of such refund or credit and any interest received with respect thereto that is paid as a carryback) to Seller shall be net of any Tax detriment income 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 a tax year (or portion thereofof a Straddle Period) beginning after ending on or 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 attributable to a Tax period ending on or before the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer which Seller Parent is entitled pursuant to Section 5.13the immediately preceding sentence. All Any payments required to be made pursuant to under this Section 10.3 9.05 shall be made in immediately available funds, to an account or accounts as directed by Seller Parent, within 30 five (5) days after of the receipt by Seller, Buyer of the refund or the Transferred Companiesapplication of any such refunds as a credit against Tax for which Seller Parent has not otherwise agreed to provide indemnification under this Agreement.

Refunds. Any refund (including The amount of any interest with respect thereto) refunds or offsets of or credit for Taxes of or relating to any the Company of the Transferred Companies its applicable Subsidiary for any taxable period Taxable Period ending on or prior to before the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer Seller, except to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to offset arises as a result of a Company carryback of any Tax attribute of any of the Transferred Companies a loss or other tax benefit arising in from a taxable period beginning after the Closing Date as provided in Section 4.7(d). The amount of any refunds or offsets of Taxes of the Company Group members for any Taxable Period beginning after the Closing Date shall be for the account of Purchaser. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Company Group for any Straddle Period shall be equitably apportioned in a manner consistent with Section 4.8(b)(iii). Provided that the non-requesting party, acting in good faith, determines that there is a reasonable basis for filing a claim with the relevant Tax Authority, each party shall, if the other party so requests and at such carryback other party's expense, cause the Company Group members to file for and obtain any refunds, credits or offsets to Taxes to which the requesting party is permitted entitled under this Section 4.7(c). Purchaser shall permit Seller to control the prosecution of any such claim relating solely to one or more Taxable Periods ending on or before the Closing Date and, where deemed appropriate by Section 10.7(e); provided furtherSeller, howevershall cause the Company Group members to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company Group with respect to such refund claim. Each party shall forward, that and shall cause its Affiliates to forward, the amount of such refund or credit and any interest received with respect thereto that is paid offset to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or to the Transferred Companies. Buyer and the Transferred Companies shall be party entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 4.7(c) to receive such amount, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be made within 30 days after receipt governed by Seller, Buyer or the Transferred Companiesprovisions of Section 4.7(e).

Refunds. Any refund (including The Sellers shall be entitled to receive any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability refunds of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beany Pre-Closing Tax Period, if whether received by or otherwise credited to Buyer or the Transferred 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 over with respect thereto by the relevant Governmental Authority (a “Tax Refund”), unless such Tax Refund was specifically reflected as an asset within Net Working Capital or is with respect to a Tax paid by the Buyer, the Companies or their respective Affiliates after the Closing and was not an Excluded Tax. The Buyer, the Companies, and their respective Affiliates shall cause any Tax Refunds to be paid promptly to Seller the appropriate Sellers. In the case of any Straddle Period, the amount of Tax Refunds to which the appropriate Sellers are entitled shall be determined in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority same manner as Taxes are allocated to the Sellers with respect to such a refund Straddle Period under Section 8.2(b). The Buyer, the Companies, and their respective Affiliates shall also promptly execute such documents, take commercially reasonable additional actions, and otherwise reasonably cooperate as may be paid over necessary to Seller at perfect their rights in and obtain all Tax Refunds. Neither the Buyer, the Companies, nor any of their respective Affiliates shall forfeit, fail to collect, or otherwise minimize or delay any Tax Refund. The Buyer, the Companies, and their respective Affiliates shall provide the Sellers with such time); provided, however, that any such refund assistance or credit shall access to records or information as may be for reasonably requested in connection with the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback review of any Tax attribute Return, including the filing of any claim for refund, for purposes of determining the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Refunds payable pursuant to this Section 10.3 8.7. The amount of any Tax liabilities included in the Net Working Capital that are not actually paid to the relevant Governmental Authority shall be made within 30 days after treated as a Tax Refund to which this Section 8.7 applies. The amount of a Tax Refund shall be reduced by the expenses incurred by the Buyer, the Companies or their respective Affiliates, including any Tax resulting from the receipt by Seller, Buyer or of the Transferred CompaniesTax Refund.

Refunds. Any (i) To the extent requested by Agent and at the sole expense of Shareholders, Buyer will (or cause the Company to) as promptly as practicable claim any refund (including any interest with respect thereto) of or credit for Taxes of or relating to Taxes paid by the Company or any member of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority PHP Group with respect to such a refund shall also be paid over to Seller at such time); provided, however, Pre-Closing Tax Period or Company Tax Period or that any such refund or credit shall be for appeared as a liability on the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable for which Shareholders are responsible under Section 5.3(c) and which were paid to a carryback of any Tax attribute of any of the Transferred Companies arising Buyer Indemnified Party in connection with a taxable period beginning claim for indemnification under Section 5.3(c). If, after the Closing Date if such carryback is permitted by Date, the Shareholders receive any refund relating to Taxes for which Buyer and the Company are responsible under Section 10.7(e5.3(d) and which were paid to Shareholders in connection with a claim for indemnification under Section 5.3(d); provided further, however, that the Shareholders shall promptly transfer 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 CompaniesBuyer. Buyer and the Transferred Companies shall be entitled to retainIf, 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, Buyer or Company receives any refund of Taxes (a) that were paid by the Company or any member of the PHP Group with respect to a Pre-Closing Tax Period or Company Tax Period, or (b) that appeared as a liability on the Closing Balance Sheet, or (c) for which Shareholders are responsible under Section 5.3(c) and which were paid to a Buyer Indemnified Party in connection with a claim for indemnification under Section 5.3(c), then the Buyer or the Company shall promptly transfer the amount of such Tax refund to the Shareholders without setoffs or counterclaims. For purposes of this Section 5.3, refunds of Tax include refunds of estimated Tax and tentative refunds of Tax under Section 6411 of the Code. (ii) Buyer and Shareholders will equitably apportion any refund or credit included with respect to Taxes (and related expenses) for any Straddle Period in accordance with the principles of Section 5.3(g) only if the Company reflected a portion of such Taxes as a liability or reserve (other than for deferred Taxes) on the Closing Balance Sheet, or if the Shareholders paid such refunded or credited Tax to a Buyer Indemnified Party in connection with a claim for indemnification under Section 5.3(g) or (h). (iii) Except as expressly set forth in Section 5.3(c), 5.3(l)(i) or (ii), Buyer and the Company shall be entitled to receive and retain any refunds relating to Taxes attributable to the Company for any Pre-Closing Tax Period or Straddle Period. If requested by Buyer or Company and at the sole expense of Buyer or Company, Shareholders shall cooperate with Buyer or Company and, if applicable, claim any refund relating to such Taxes and promptly transfer the amount thereof to Buyer or Company upon receipt thereof. Notwithstanding this Section 5.3(l)(iii) to the contrary, Buyer may not carry-back a Tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period without the consent of Agent. (iv) It is the intention of the parties in Section 5.3(l)(i) and (ii) and Section 5.3(c) that the Shareholders shall be entitled to refunds of Tax with respect to a Pre-Closing Tax Period to the extent such Tax was previously paid under a claim for indemnification, the Tax was taken into account as a liability in the Final Actual Closing Balance Sheet and any refund in computing Closing Book Value or credit the Tax was not reflected as an Asset (including in deferred tax assets) on such Closing Balance Sheet. It is not the intention of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 the parties that the Shareholders shall be made within 30 days after receipt by Sellereffectively paid twice for the same Asset. For example, Buyer or if a refund is received as a result of an adjustment to accrued expenses on a return for a Pre-Closing Tax Period and such accrued expenses gave rise to a deferred tax asset on the Transferred CompaniesClosing Balance Sheet, the Shareholders shall not be entitled to such refund because the refund was previously credited to the Shareholders in the calculation of the Aggregate Consideration in accordance with Sections 2.3(b), (e) and (g).

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

Refunds. Any refund (including Except as provided in Section 2.5(c), any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies Refunds for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable Pre-Separation Period shall be allocated between New Viacom and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller CBS in accordance with this Section 2.5(b). The Old Viacom Tax Liability, the provisions New Viacom Adjusted Tax Liability, and CBS Adjusted Tax Liability, each for the taxable period to which the Refund relates, shall be recomputed to take into account the Refund and the underlying Income Tax items. New Viacom’s share of the Refund shall be equal to the excess, if any, of the New Viacom Adjusted Tax Liability, as originally computed (or previously recomputed in accordance with this Agreement, as the case may be), over New Viacom Adjusted Tax Liability, as recomputed in accordance with this Section 10.5 2.5(b). CBS’s share of the Refund shall be equal to the excess, if any, of the CBS Adjusted Tax Liability, as originally computed (and all or previously recomputed in accordance with this Agreement, as the case may be), over the CBS Adjusted Tax Liability, as recomputed in accordance with this Section 2.5(b). Subject to Section 3.4, any interest actually received from a Taxing Authority paid or payable by the IRS with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit Refund described in this Section 2.5(b) shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted allocated between New Viacom and CBS by Section 10.7(e); provided further, however, that determining the amount of interest that accrued on a year-by-year basis and, then, allocating each year’s accrued interest between New Viacom and CBS in the same proportion as the Refund to which such refund interest relates is allocated. If New Viacom or credit CBS receives any Refund and any interest received with respect related thereto described in this Section 2.5(b) to which the other party is entitled (either in whole or in part), then New Viacom or CBS, as the case may be, shall remit to the other party that is paid to Seller shall be other party’s share of such Refund, net of any Tax detriment in respect of net Income Taxes imposed on 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 share of the Transferred Companies relating to Taxes with respect to Refund and interest related thereto and of any taxable period third-party costs and expenses related thereto, within five (or portion thereof5) beginning Business Days after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesdate such Refund is Actually Received.

Refunds. Any refund (including any interest with respect theretoi) All refunds of or credit for Taxes of the Company Group or relating to any of the Transferred Companies its Subsidiaries for any taxable period Pre-Closing Tax Period (or the portion of any Straddle Period ending on or the Closing Date) to the extent the underlying Taxes were paid prior to the 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 Date (whether in the form of cash received or for as a credit applied against any liability Tax otherwise payable, and whether received in respect of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall beor reelected on an originally filed Tax Return or amended Tax Return, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions arising as a result of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit Tax Contest) shall be for the account property of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or Seller, except to the extent such refund or credit 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 a the carryback of any net operating loss or other Tax attribute of generated in a post-Closing Tax Period. To the extent that Acquiror or any of its Affiliates (including the Transferred Companies arising in Company Group or any of its Subsidiaries following the Closing) receives a taxable period beginning after refund that is the Closing Date if such carryback is permitted by Section 10.7(e); property of Seller as provided furtherhereunder, however, that Acquiror shall pay or cause to be paid to Seller the amount of such refund or credit (and any interest received from the Governmental Authority with respect thereto that is paid to such refund), less any reasonable out-of-pocket expenses or Taxes incurred in respect thereof. The amount due to the Seller shall be net payable by Acquiror within ten (10) days after receipt of any the refund from the applicable Governmental Authority (or, if the refund is in the form of a credit applied against a Pre-Closing Tax detriment in respect Period Tax otherwise payable, ten (10) days after the earlier of the due date of the Tax Return , forms, deposit coupons and the like claiming such application of the refund or credit suffered other such application against a Tax); provided that such amount may be offset by Buyer 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 Return or IRS Form 1139 (or equivalent state Tax form). (ii) All Transaction Tax Deductions shall be treated as incurred in a Pre-Closing Tax Period and shall be included in any applicable pre-Closing Tax Return to the extent permitted by applicable Law in accordance with a position that is “more likely than not” to be upheld by the relevant Taxing Authority (it being understood that the seventy percent (70%) safe harbor set forth in Revenue Procedure 2011-29, 2011-1 C.B. 746, shall be applied to any “success-based fees” as described therein). All Tax Reductions for a Post-Closing Tax Period that result from or are attributable to the utilization of Transaction Tax Deductions in the Post-Closing Tax Period or to a net operating loss carryforward from a Pre-Closing Tax Period, in each case calculated on a “with and without” basis, shall be for the sole benefit of Seller. To the extent the Acquiror or the Transferred Companies. Buyer and Company Group receives or realizes a Tax Reduction that is for the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any benefit of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Seller pursuant to this Section 10.3 shall be made 10.1(h), Acquiror shall, within 30 days after receipt by Sellerfive (5) Business Days receiving such Tax Reduction (if it is in the form of a Tax refund), Buyer or filing the Transferred CompaniesTax Return realizing the Tax Reduction (if it is in the form of a Tax credit, offset or reduction in Taxes paid), pay to Seller the amount of such Tax Reduction.

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

Refunds. Any (a) The Seller will be entitled to any credits arising from an overpayment by a member of the Company Group of Tax for a Pre-Closing Tax Period, which credit is in lieu of a cash refund, or refunds (including interest received thereon) of Tax of a member of the Company Group for the Pre-Closing Tax Period, in each case, only to the extent that such Tax being refunded, if it were instead a deficiency, would otherwise be an Excluded Tax. In each case, Seller shall be entitled to such credit or refund only to the extent that it is actually realized by any member of the Company Group (either as a cash refund received or as a reduction of Taxes otherwise payable in lieu of a cash refund), reduced by any reasonable, out-of-pocket costs (including Taxes) incurred by the Purchaser or any of its Affiliates (including the Company Group) in connection with the receipt or accrual of such credit or refund; provided, that the Seller shall not be entitled to any credits or refunds (i) attributable to a carryback (or use) of any loss, deduction or other similar tax item arising in a Post-Closing Tax Period, (ii) reflected in Actual Working Capital, the Actual Net Indebtedness or the Actual Acquisition Expenses and specifically identified as such or (iii) arising after the later of (x) the Release Date or (y) the date on which all claims for indemnification by Purchaser Indemnified Parties for Taxes under Section 9.1(a)(i) or Section 9.1(a)(iii) are settled or otherwise resolved (the “Tax Release Date”). The Purchaser shall cause the amount of any refund (including or portion thereof) or the amount of any interest with respect theretocredit (or portion thereof) of or credit for Taxes of or relating to any of which the Transferred Companies for any taxable period ending on or prior Seller is entitled hereunder to either be paid to the Closing Date Indemnity Escrow Account, or for allowed or applied against any Tax liability of or any Taxes for which Seller is liable and which Seller has borne the Purchaser Indemnified Parties are indemnified pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Article IX; provided, however, that any such refund or credit shall be for received after the account of Buyer Release Date and prior to the extent Tax Release Date may also be applied against (or reduced by) any Tax liability or any Tax that is an Excluded Tax but for which Purchaser is no longer able to make a claim for indemnification under Section 9.1(a)(i) or Section 9.1(a)(iii) due to such Loss arising after the Release Date. Notwithstanding anything to the contrary in this Agreement, prior to the Tax Release Date, Seller shall, upon Purchaser’s request, promptly repay to Purchaser any such amount Seller received under this Section 10.4(a) in the event that Purchaser or any member of the Company Group is required to repay such refund or credit is reflected on or (including interest received thereon) to such Governmental Authority. (b) Except as provided in Section 10.4(a), the Final Actual Closing Balance Sheet or Purchaser and its Affiliates will be entitled to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit credits and refunds (including any interest received with respect thereto that is paid to Seller shall be net thereon) 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 member of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesCompany Group.

Refunds. Any Seller shall be entitled to retain, or receive prompt payment from Buyer or any of its Affiliates of, any refund (including any interest credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) received or realized in cash with respect theretoto Taxes attributable to any Transferred Company, the Transferred Assets or the Transferred Business for any Indemnified Taxes, net of any Taxes imposed with respect thereto and other out-of-pocket costs or expenses incurred in collecting such refunds, but only to the extent that (A) such refund (or credit) is not the result of an event that occurred after the Closing Date, (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 and (C) such refund (or credit for Taxes credit) is not taken into account in the calculation of Net Working Capital or relating Specified Indebtedness. To the extent any amount previously paid to Seller under this Section 7.07(c) is subsequently disallowed, Seller shall promptly thereafter repay such amount to Buyer, any of its Affiliates or any of the Transferred Companies for (as directed by B▇▇▇▇), together with any taxable period ending on interest, penalties or prior to other amounts imposed by the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority relevant Governmental Entity with respect to such a refund shall also be paid over to amount. In connection with the foregoing, if Seller at such time); provided, however, determines that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in is entitled to file or make a taxable period beginning after formal or informal claim for a refund (to which Seller would be entitled under the Closing Date if such carryback is permitted first sentence of this Section 7.07(c)) of Taxes (including by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received filing an amended Tax Return) with respect thereto that is paid to a Pre-Closing Tax Period, Seller shall be entitled 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 (A) Seller shall keep Buyer reasonably informed and shall consult with Buyer about all significant decisions made on behalf of the controlling party regarding the conduct of the prosecution of such claim for refund and (B) Seller shall not take any action in connection therewith that would be reasonably expected to either bind Buyer or any of its Affiliates for a Post-Closing Tax Period or otherwise adversely affect Buyer or any of its Affiliates without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer will cooperate, and cause the applicable 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 7.07(c) that is received or realized in cash by Buyer or any Affiliate thereof, net of any Tax detriment unreimbursed costs incurred by Buyer and its Affiliates in respect of such refund (or credit suffered credit) and reduced by Buyer the amount of any Taxes arising or that would arise as a result of the Transferred Companiesreceipt of such refund (or credit) or interest thereon, promptly after receipt (or realization in cash) thereof. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate prompt payment from Seller ofor any of its Affiliates with respect to, any refund other refund, credit, offset or credit arising other similar benefit in each case received or realized with respect to Taxes attributable to any of Transferred Company, the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer Assets or the Transferred CompaniesBusinesses.

Refunds. Any refunds (or credits in lieu thereof) of Taxes (net of any (i) Taxes imposed on Purchaser or any BlueMountain Operating Company or any BlueMountain Subsidiary as a result of the receipt of such refund and (including ii) any interest reasonable costs and expenses incurred by Purchaser or any BlueMountain Operating Company or any BlueMountain Subsidiary in obtaining such refund) of, or with respect thereto) of to, any BlueMountain Operating Company or credit for Taxes of any BlueMountain Subsidiary that are received or relating to any of the Transferred Companies for any taxable period ending on or prior to claimed after the Closing Date by Purchaser or any BlueMountain Operating Company or any BlueMountain Subsidiary and are attributable or allocable to any Pre-Closing Tax Period (each, a “Tax Refund”) shall be payable to the Seller Representative, for any liability the benefit of Taxes for which the BlueMountain Sellers, and the AMG Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller (pro rata in accordance with their respective Sale Percentages) within ten (10) days after the provisions receipt of Section 10.5 such refund; provided, however, that in the event that any such Tax Refund is subsequently reduced or denied by any governmental authority, the Seller Representative and the AMG Seller shall repay such Tax Refund (and all including the after-Tax amount of any interest actually received from a payable to the applicable Taxing Authority with respect to such a refund shall also be paid over reduced or denied Tax Refund) to Purchaser within ten (10) days after receiving Purchaser’s demand therefor. Purchaser shall, upon request, permit Seller Representative and the AMG Seller to participate at such time); provided, however, that their own expense in the prosecution of any such refund Tax Refund claim and shall not settle or credit shall be for otherwise resolve any such Tax Refund claim without the account prior written consent of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer Representative and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by AMG Seller, Buyer or the Transferred Companieswhich consent shall not be unreasonably withheld.

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

Refunds. Any Tax refund (including any interest with respect thereto) of or credit for Taxes of or relating to the Seller, the Company, any of Subsidiary or the Transferred Companies Business for any taxable period ending on or prior to the Closing Date or (except for any liability refund included on the Reference Balance Sheet, which shall be the property of Taxes the Purchaser, and if paid to the Seller, shall be paid over promptly to the Purchaser) shall be the property of the Seller, and if received by the Purchaser shall be payable promptly to the Seller. Notwithstanding the foregoing sentence: (a) any Tax refund (or equivalent benefit to the Seller through a reduction in Tax liability) for which Seller is liable and which Seller has borne pursuant to this Agreement a period before the Closing Date arising out of the carryback of a loss or credit incurred by the Business in a taxable -40- year ending after the Closing Date shall bebe the property of the Purchaser and, if received by or otherwise credited to Buyer or the Transferred CompaniesSeller, paid over shall be payable promptly to Seller in accordance with the provisions of Section 10.5 Purchaser; and (b) if, and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that as of such time, if any, as the Purchaser shall receive a refund or credit is reflected on or provided in that would be the Final Actual Closing Balance Sheet or property of the Seller and payable to the extent such refund Seller under the foregoing sentence, Taxes have been asserted in writing that would be required to be indemnified by the Seller hereunder, all or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount part of such refund or credit and any interest received with respect thereto that is paid up to Seller shall an amount equal to 120% of such asserted Taxes shall, at the option of the Purchaser, be net deposited by the Purchaser into the Escrow Fund (as defined in the Escrow Agreement) for satisfaction of any Tax detriment amounts indemnifiable under this Article VII that have been asserted or subsequently are asserted, until the time set forth in respect clause (b) of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising Section 7.05 of this Agreement with respect to any such asserted amounts (or, if earlier, expiration of the Transferred Companies relating to Taxes with respect to applicable statute of limitations), at which time any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included balance remaining in the Final Actual Closing Balance Sheet and any refund or credit Indemnity Escrow Fund from such deposited amount after payment of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 claims shall be made within 30 days after receipt by paid to the Seller, Buyer or the Transferred Companies.

Refunds. Any refund Section 4.01 (including any interest with respect theretoa) of the TMA is hereby amended and restated in its entirety as follows: (i) Except as provided in this Section 4.01 or credit for Taxes of or relating Section 4.02, Navy shall be entitled to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability all Refunds of Taxes for which Seller Navy is liable responsible pursuant to Article III, and Red Lion shall be entitled to all Refunds of Taxes for which Seller has borne Red Lion is responsible pursuant to Article III and Refunds that are accrued and reflected in the Working Capital adjustment pursuant to section 2.7 of the Separation Agreement. A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall bepay the amount to which such other Party is entitled within ten (10) days after the receipt of the Refund. Notwithstanding the foregoing and except as provided in Section 4.02, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to any Refund of Covered Navy Taxes that were paid prior to December 12, 2016, Red Lion and its Subsidiaries shall be entitled to 75 percent of such a refund Refund and Navy shall also be paid over entitled to Seller at 25 percent of such time)Refund; provided, however, that, except as provided in clause (ii) below, Red Lion and its Subsidiaries shall be entitled to retain 100% of any Pre-Settlement Refunds; and provided, further, that, except for Accrued Refunds (to which, for the avoidance of doubt, Red Lion shall be entitled to 75 percent and Navy shall be entitled to 25 percent), Navy shall be entitled to 100 percent of any Refunds received after Red Lion has paid Covered Navy Taxes equal to the Red Lion Tax Cap, as adjusted by Refunds, other than any Refund of Covered Navy Taxes that were paid on or after December 12, 2016, by both Navy and Red Lion and its Subsidiaries, with any such refund or credit shall be for Refund shared by the account of Buyer to the extent that such refund or credit is reflected parties based on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in 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 Taxes that was paid by each of them. (ii) On the 14th day following the effective date of the Bankruptcy Plan, Red Lion shall pay or credit and any interest received with respect thereto that is cause to be paid to Seller Navy $300,000 by bank check or wire transfer, which amount shall be net treated as on account of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesPre-Settlement Refunds.

Refunds. Any If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (including any interest with respect thereto) Tax credit in lieu of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability a refund that results in an actual reduction of Taxes for paid) as to which Seller is liable and which Seller it has borne been indemnified pursuant to this Agreement Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall bepay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), if received net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Governmental Authority with respect to such a refund refund). Such indemnifying party, upon the request of such indemnified party, shall also be repay to such indemnified party the amount paid over pursuant to Seller at this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such time); provided, however, that any indemnified party is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything to the extent that contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any of the Transferred Companies indemnified party to make available its Tax returns (or any other information relating to its Taxes with respect that it deems confidential) to the indemnifying party or any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

Refunds. Any If Seller determines that the Company or any of its Subsidiaries is entitled to file or make a formal or informal claim for refund (including any interest or an amended Tax Return providing for a refund with respect thereto) of to a Pre-Closing Tax Period, a Straddle Tax Period or credit any period for Taxes of which the Company or relating to 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 Transferred Companies for 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 taxable period ending on or prior to the Closing Date or for any liability of Taxes such refunds for which Seller is liable and which Seller has borne entitled pursuant to this Agreement shall beSection 8.3, if received including through the filing of amended Tax Returns or refund claims as prepared by or otherwise credited to Buyer or Seller, at the Transferred Companies, paid over promptly to Seller in accordance with the provisions expense of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Seller; provided, however, that if any such refund or credit amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Buyer for the account of Buyer its review prior to the extent 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 credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of its Subsidiaries in any Straddle Tax Period or Post-Closing Tax Period. Whether or not Seller made or filed the Transferred Companies arising applicable underlying claim or amended Tax Return on behalf of the Company or such Subsidiary as hereinabove contemplated, Buyer will, in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided furtherany case, however, that 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 refund or credit and any interest received Subsidiary with respect thereto that is paid to Seller shall be net a Pre-Closing Tax Period (including the portion of any Straddle Tax detriment in respect of such refund Period ending on the Closing Date) within ten (10) Business Days after receipt thereof or credit suffered entitlement thereto 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 Affiliate thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies.

Refunds. Any Tax refund (including and any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Governmental Authority with respect to Taxes for which Horizon is responsible under Section 6.16(c)(i) that is received by Pasha or an Affiliate thereof, and credits in lieu of a cash Tax refund of such a refund shall also be paid over to Seller at such time); providedIncome Taxes, however, that any such refund or credit shall be for the account of Buyer Horizon. Any Tax refund and any interest actually received from a Governmental Authority with respect to Taxes for which Pasha is responsible under Section 6.16(c)(ii) that is received by Horizon or an Affiliate thereof, and credits in lieu of a cash Tax refund of such Taxes, shall be for the account of Pasha. The party receiving and required to pay over such refund (the “Refund Paying Party”) or credit shall pay over to the extent that party entitled thereto (the “Refund Receiving Party”) any such refund and any interest actually received from the relevant Governmental Authority or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback amount of any Tax attribute such credit within fifteen (15) days after receipt or entitlement thereto, net of (i) any reasonable costs associated with obtaining such refund, and (ii) any Taxes incurred in respect of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount receipt of such refund or credit by the Refund Paying Party and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect payment of such refund or credit suffered by Buyer to the Refund Receiving Party (except that, in the case of a credit, such amount shall be paid when such credit actually reduces the amount of any Tax otherwise required to be paid). If, subsequent to a Governmental Authority’s allowance of a refund or credit, such Governmental Authority reduces or eliminates such refund or credit, such refund or credit (or the Transferred Companiesrelevant portion thereof), plus any interest received thereon, previously forwarded to the Refund Receiving Party under this Section 6.16(j) shall be returned to Refund Paying Party within five (5) Business Days of the date on which the Refund Paying Party is informed of such reduction or elimination. Buyer Notwithstanding anything to the contrary set forth in this Agreement, all refunds and credits of Taxes attributable to a reduction in the Transferred Companies amount of the alternative minimum Tax liability (calculated at the rate imposed under Section 55 of the Code, plus any applicable state and local alternative minimum Tax rate) payable by Horizon and its Affiliates (including HSI with respect to the period ending on the closing date of the merger under the Merger Agreement) with respect to the Transactions shall be split equally by Horizon and Pasha, and Horizon shall pay to Pasha any such amounts owing to Pasha in a manner consistent with the provisions of this Section 6.16(j). For the avoidance of doubt, (x) none of Horizon or any of its Affiliates shall be entitled to retain, any refunds or receive immediate payment from Seller of, credits of Taxes of any refund Acquired Entity or credit arising with respect to the Contributed Assets or the Acquired Hawaii Business, unless such Taxes were Pre-Closing Income Taxes or were paid by Horizon or any of its Affiliates following the Transferred Companies relating to Taxes with respect Closing Date and not otherwise reimbursed by Pasha or any of its Affiliates and (y) none of Pasha or any of its Affiliates shall be entitled to any taxable period (refunds or portion thereof) beginning after credits of Pre-Closing Income Taxes, unless such Taxes were paid by Pasha or any of its Affiliates following the Closing Date, Date and not otherwise reimbursed by Horizon or any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesits Affiliates.

Refunds. Any Tax refund (including any interest with respect thereto) of or credit for Taxes of or relating to ISC or any of the Transferred Companies Subsidiary for any taxable period ending on at or prior to the Closing Date or for any liability shall be the property of Taxes for which Seller is liable ISI, and which Seller has borne pursuant to this Agreement shall be, if received by ISC or otherwise credited to Buyer or the Transferred Companies, any Subsidiary shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)ISI; provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such any Tax refund or credit and any interest received with respect thereto that is to be paid to Seller ISI pursuant to this Section 7.03 shall be net of any reserves or allowances for such Tax detriment refund on the Closing Balance Sheet. Notwithstanding the foregoing sentence: (i) any Tax refund (or equivalent benefit to ISI through a reduction in respect Tax liability) for a period before the Closing Date arising out of the carryback of a loss or credit incurred by ISC or any Subsidiary in a taxable year ending after the Closing Date shall be the property of ISC and, if received by ISI, shall be paid over promptly to ISC; and (ii) if, and to the extent that, as of such time, if any, as ISC shall receive a refund that would be the property of ISI and payable to ISI under the immediately preceding sentence, Taxes have been asserted in writing that would be required to be indemnified by ISI hereunder, all or part of such refund up to an amount equal to 120% of such asserted Taxes shall, at the option of ISC, be retained by ISC for satisfaction of any amounts indemnifiable under this Article VII which have been asserted or credit suffered by Buyer or subsequently are asserted, until 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 time set forth in clause (ii) of Section 7.05 of this Agreement with respect to any such asserted amounts (or, if earlier, expiration of the Transferred Companies relating to Taxes with respect to applicable statute of limitations), at which time any taxable period (or portion thereof) beginning balance remaining from such retained amount after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit payment of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 claims shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiespaid to ISI.

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating Subject to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of this Section 10.5 4.4(d), (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to i) the Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate prompt payment from the Company or the Purchaser of, any refund or credit with respect to Income Taxes, plus any interest received with respect thereto from the applicable taxing authorities, net of any Tax cost to the Purchaser or any member of the Company Group with respect to the receipt of such refund or such interest, relating to any member of the Company Group for periods on or prior to the Closing Date, and (ii) the Purchaser or the Company shall be entitled to retain, or receive prompt payment from the Seller of, any refund or credit arising with respect to Taxes, plus any interest received with respect thereto from the applicable taxing authorities, relating to any member of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning Company Group for periods after the Closing Date, provided that no member of the Company Group shall carry back any item of loss, deduction or credit from a Return described as being the responsibility of the Purchaser in Section 4.4(b)(iii), to a Return described as being the responsibility of the Seller in Section 4.4(b)(i), and provided, further that any refund relating to Income Taxes that is reflected on the Final Closing Balance Sheet, net of any Tax cost to the Seller or any Non-Company Affiliate with respect to the receipt of such refund, shall be for the benefit of the Purchaser, subject to the provisions of this Section 4.4(d). The Purchaser and the Seller shall cooperate, and the Purchaser shall cause the Company Group to cooperate with the Seller, with respect to claiming any refund or credit included with respect to Taxes referred to in this Section 4.4(d). Such cooperation shall include providing all relevant information available to the Seller or the Purchaser (through the Company or otherwise), as the case may be, with respect to any such claim; filing and diligently pursuing such claim (including by litigation, if appropriate); paying over to the Seller or the Purchaser, as the case may be, and, in accordance with this provision, any amount received by the Purchaser (or any member of the Company Group) or the Seller, as the case may be, with respect to such claim; and, in the Final Actual Closing Balance Sheet and case of the party filing such a claim, consulting with the other party prior to agreeing to any refund or credit disposition of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 such claim, provided that the foregoing shall be made within 30 days after receipt by done in a manner so as not to interfere unreasonably with the conduct of the business of the parties, provided, further that neither the Seller, Buyer the Purchaser nor the Company Group shall have an obligation to pursue or assist in the Transferred Companies.pursuit of a refund in the event they determine, in their reasonable good faith judgement, that the pursuit of such refund would have an adverse effect upon the tax position of the Seller, the Purchaser or any member of the Company Group, as the case may be. The party that is to enjoy the economic

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

Refunds. Any If Lender determines, in its sole discretion exercised in good faith, that it has received a refund (including of any interest with respect thereto) of Indemnified Taxes that were paid by any Credit Party 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 Guarantor pursuant to this Agreement Section 3.6, so long as no Event of Default has occurred and is continuing, it shall bepay an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.6 with respect to the Indemnified Taxes giving rise to such refund) to such Credit Party or Guarantor, if received net of all out-of-pocket expenses (including Taxes) of Lender and without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Governmental Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat Credit Parties and Guarantor, that upon request of Lender, agree to repay the amount paid to such Credit Party or Guarantor (plus any penalties, interest or other charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Lender hereunder) to Lender in the event Lender is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything to the extent that such refund or credit is reflected on or provided contrary in the Final Actual Closing Balance Sheet or this Section 3.6(d), in no event will Lender be required to the extent such refund or credit is attributable to a carryback of pay any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (Credit Party or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Guarantor pursuant to this Section 10.3 3.6(d) if such payment would place Lender in a less favorable net after-Tax position than Lender would have been in if the Indemnified Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be made within 30 days after receipt by Sellerconstrued to require Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Credit Parties, Buyer Guarantor or the Transferred Companiesany other Person.

Refunds. Any refund (including any interest with respect thereto) Tax refunds, or credits for the overpayment of or credit for Taxes of or Tax relating to any Pre-Closing Tax Period received by a Buyer, the Dutch Entity, or any of their Affiliates after the Closing Date in respect of Taxes of the Transferred Companies Dutch Entity (including for the avoidance of doubt any taxable period ending refund of value added tax receivables received or to be received by the Dutch Entity to the extent that they pertain to pre-Closing activities of the Remaining Entity) or the Assets, in each case, that were paid on or prior to before the Closing Date or for any liability of Taxes for which were paid by the Seller is liable and which Seller has borne Representative or the Sellers or indemnified after the Closing pursuant to this Agreement shall beSection 5.06(a) or Article VI, if received by or otherwise credited to Buyer or the Transferred Companiesrespectively, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer the Sellers, 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, and further distribution to, the Sellers) the amount of any such Tax Refund within ten (10) Business Days after its receipt, net of any cost (including Taxes) incurred by a Buyer, the Dutch Entity and any of their Affiliates attributable to the obtaining and receipt of such Tax refund or credit. 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) (including any interest, penalties or other additional amounts imposed by a Taxing Authority) in the event that such refund or credit is reflected on subsequently disallowed or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant returned to this Section 10.3 a Taxing Authority. The amount of any refund of Taxes of the Dutch Entity for any Straddle Period shall be made within 30 days after receipt by Seller, Buyer or equitably apportioned between the Transferred CompaniesBuyers and the Sellers in accordance with the principles set forth in Section 5.06(a)(iii).

Refunds. Any refund The Agent and the Lender shall take all reasonable actions (including any interest consistent with respect theretoits internal policy and legal and regulatory restrictions) of or credit for Taxes of or relating requested by the Borrower to any assist the Borrower, at the sole expense of the Transferred Companies for Borrower, to recover from the relevant Governmental Authority any taxable period ending on Indemnified Taxes or prior to Other Taxes in respect of which amounts were paid by the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne Borrower pursuant to this Agreement shall Section 2.15; provided, however, that the Lender will not be required to take any action that would be, if received by in the sole judgment of the Lender, legally inadvisable, or commercially or otherwise credited disadvantageous to Buyer the Lender in any respect, and in no event shall the Lender be required to disclose any tax returns or any other information that, in the sole judgment of the Lender, is confidential. If the Agent or the Transferred CompaniesLender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid over promptly additional amounts pursuant to Seller in accordance this Section 2.15, it shall pay to the Borrower an amount equal to the refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.15 with respect to the provisions Indemnified Taxes or Other Taxes giving rise to the refund), net of Section 10.5 all out-of-pocket expenses of the Agent or the Lender, as the case may be, and without interest (and all other than any interest actually received from a Taxing paid by the relevant Governmental Authority with respect to such a refund shall also be paid over to Seller at such timethe refund); provided, however, that any such refund the Borrower, upon the request of the Agent or credit shall be for the account of Buyer Lender, agrees to repay the amount paid over to the extent that such refund Borrower (plus any penalties, interest or credit is reflected on other charges imposed by the relevant Governmental Authority) to the Agent or provided the Lender in the Final Actual Closing Balance Sheet event the Agent or the Lender is required to repay the refund to such Governmental Authority. This Section 2.15(e) shall not be construed to require the Agent or the Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the extent such refund Borrower or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

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

Refunds. Any refund (including any interest with respect theretoa) All Refunds of or credit for Taxes of or relating shall be allocated: (i) to any of the Transferred Companies for any taxable period ending on or prior RemainCo, to the Closing Date or for any liability extent such Refunds are of Taxes for which Seller is liable and which Seller has borne described in Section 2.1; and (ii) to SpinCo, to the extent such Refunds are of Taxes described in Section 2.2; provided that (A) allocations pursuant to this Agreement Section 2.7 shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller be made in accordance with the provisions principles and examples set forth in Schedule E and (B) the Parties agree to interpret this Section 2.7(a) consistent with the understanding that Refunds shall be treated as negative Tax liabilities. (b) Notwithstanding Section 2.7(a), and except as set forth in Section 2.7(e), RemainCo and SpinCo shall each be allocated all Refunds allocated to it pursuant to Schedule C. (c) If a Party or any members of its Group receives any Refund of any Taxes that the other Party is allocated under Section 10.5 2.7(a) or (b) (the Party receiving, or whose Group member receives, such Refund, a “Refund Recipient”), the Refund Recipient shall pay to the other Party the amount of the Refund to which the other Party is allocated (net of any Taxes imposed and all interest actually received from a Taxing Authority reasonable costs and expenses incurred with respect to the receipt of such a refund shall also be paid over to Seller at such timeRefund) as soon as reasonably practicable (and in no event later than thirty (30) Business Days of receipt); providedprovided that the other Party, howeverupon the request of the Refund Recipient, that shall repay the amount paid to Refund Recipient (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event the Refund Recipient or any members of its Group is required to repay such refund Refund. (d) If a Party or credit any members of its Group would be a Refund Recipient but for the fact it applied a Refund to which it would otherwise have been allocated against a Tax liability arising in a subsequent taxable period, then for purposes of this Section 2.7, (i) such Party or Group member shall be for treated as a Refund Recipient, (ii) the account Tax benefit of Buyer so applying the Refund shall be treated as a Refund and (iii) such Party or Group member shall be treated as receiving such Refund on the due date of the Tax Return to which the Refund is applied to reduce the subsequent Tax liability. (e) Notwithstanding anything to the extent contrary in this Section 2.7, (i) each Party shall be allocated any Refund that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to to, and would not have arisen but for, a carryback of any a Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if Attribute by 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 Party (or portion thereofa member of its Group) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required 3.5 and (ii) the principles of Schedule N shall apply to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesRefunds referenced therein.

Refunds. Any refunds of Taxes with respect to any Pre-Closing Tax Period that are received by Purchaser, the Company Group or the Surviving Corporation after the Closing Date, (any such refund, a “Pre-Closing Tax Refund”), shall be for the account of the Sellers (net of any Taxes thereon), and Purchaser shall pay over to Sellers’ Representative for the benefit of the Sellers any such Pre-Closing Tax Refund within fifteen (15) days after receipt thereof. Notwithstanding the foregoing, any such refunds of Taxes shall be for the account of Purchaser to the extent such refunds of Taxes are attributable (determined on a marginal basis) to the carryback from a taxable period that begins after the Closing Date of items of loss, deduction or credit, or other Tax items, of the Company or any of its Subsidiaries (or any of their respective Affiliates, including Purchaser). To the extent reasonably requested and at the Sellers’ sole cost and expense, Purchaser shall cooperate with Sellers’ Representative in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (i) Purchaser shall not, and shall cause the Company Group to not, waive any carryback of net operating loss or other Tax attribute of any member of the Company Group generated or otherwise attributable to a Taxable period ending on or before or including the Closing Date if such waiver would reduce the amount due to Seller pursuant to this Section 8.9(d), (ii) Purchaser and the Company Group will carryback any net operating losses for Taxable periods ending on or before or including the Closing Date to prior Taxable periods as allowable by applicable Tax law and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (iii) any interest such refunds will be claimed in cash rather than as a credit against future Tax liabilities, (iv) Purchaser and the Company Group shall cooperate with respect thereto) of or credit the Sellers’ Representative (for Taxes of or relating to any the benefit of the Transferred Companies Sellers) 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 Taxable period ending on or prior to the Closing Date or and for any liability Straddle Period no later than thirty (30) days after the end of Taxes for which Seller is liable such period, (v) a Pre-Closing Tax Refund with respect to the portion of a Straddle Period ending on and which Seller has borne pursuant to this Agreement including the Closing Date shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller be determined in accordance with the provisions of Section 10.5 (8.9(e) and all interest actually received from a Taxing Authority with respect to such a refund Purchaser shall also be paid pay over to Seller at such time); provided, however, that any such refund or credit shall be the Sellers’ Representative (for the account benefit of Buyer the Sellers) the actual and/or deemed Pre-Closing Tax Refund for such period (including estimated Taxes paid prior to the Closing Date) within ten (10) days after the filing of the Tax Return for such period, and (vii) to the extent that such refund or credit is reflected Pre-Closing Tax Refunds are reduced because of the inability to close the tax year of any member of the Company Group on or provided in the Final Actual Closing Balance Sheet or Date, then Purchaser shall pay over to the extent such refund or credit is attributable to a carryback of any Tax attribute of any Sellers’ Representative (for the benefit 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 Sellers) 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 reduction within ten (10) days of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after filing of the Closing Date, any refund or credit included in Tax Return for the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesapplicable Straddle Period.

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

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

Refunds. Any The Purchaser shall, if the Sellers so request and at the Sellers' expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Tax refund (including any interest with respect thereto) of or credit for Taxes of related to the Business or relating the Acquired Assets and Stock or Prime that relates to any of the Transferred Companies for any taxable period ending on or prior before the First Closing Date (in the case of Prime, the FDS Assets or the Business (other than the GE/Macy's Assets and the May Assets)), the Second Closing Date (in the case of the GE/Macy's Assets) or the Third Closing Date (in the case of the May Assets). If the Purchaser at any time receives a Tax refund or credit described in the immediately preceding sentence, the Purchaser shall promptly pay over such refund or the amount of such credit to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Sellers; provided, however, that that, if a Governmental Authority at any time requires the Purchaser to reimburse such Governmental Authority for the amount of any refund or credit shall be for the account of Buyer previously paid to the extent that such refund or credit is reflected on or provided in Sellers, the Final Actual Closing Balance Sheet or to Sellers jointly and severally shall indemnify, hold harmless and reimburse the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Purchaser and its Affiliates for the amount of such refund or credit credit, including all interest, penalties, costs and any interest received expenses associated therewith. Any Tax refunds or credits relating to Prime, the FDS Assets, the GE/Macy's Assets, the May Assets or the Business with respect thereto that is paid to Seller a Straddle Period shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or equitably apportioned between the Transferred Companies. Buyer Purchaser, on the one hand, and the Transferred Companies Sellers, on the other hand. Notwithstanding the foregoing, the Purchaser shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising all refunds with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer paid pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies11.3.

Refunds. Any Tax refund or overpayment that is applied as a credit (including any interest with respect thereto) of or credit for Taxes of or relating to any Acquired Company or Subsidiary for any Pre-Closing Period or the pre-Closing portion of a Straddle Period shall be the property of the Transferred Companies Sellers, and if received by, or credited to, the Purchaser, an Affiliate of the Purchaser, any Acquired Company or Subsidiary shall be paid over promptly to the Sellers. Notwithstanding the foregoing, (a) any Tax refund (or equivalent benefit to the Sellers through a reduction in Tax liability) for any taxable period ending on Pre-Closing Period arising out of the carryback of a loss or prior 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 Closing Date or for any liability property of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall bethe Purchaser and, if received by the Sellers or otherwise credited to Buyer or an Affiliate of the Transferred CompaniesSellers, shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 Purchaser; (and all interest actually received from b) if a Taxing Governmental Authority subsequently disallows any refund with respect to such which the Sellers has received a refund payment pursuant to this Section 7.03, the Sellers shall also promptly pay (or cause to be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer paid) to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Purchaser the amount of such refund or credit and to the extent disallowed (including 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 thereto) and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, (c) if a Governmental Authority subsequently disallows any refund or credit arising with respect to any of which the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Purchaser has received a payment pursuant to this Section 10.3 7.03(a) by reason of an adjustment to the carryback loss or credit, then Purchaser shall promptly pay (or cause to be made within 30 days after receipt 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 Seller, Buyer any Acquired Company or the Transferred CompaniesSubsidiary in any Post-Closing Period to a Pre-Closing Period.

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

Refunds. Any The Indemnifying Parties shall, subject to the next sentence, be entitled to the amount of any Tax refund (including any interest with respect thereto) of or credit for excess payments of Taxes of or relating the Company and its Subsidiaries with respect to any a Pre-Closing Tax Period (to the extent such Taxes were (i) not included as an asset in the calculation of the Transferred Companies for any taxable period ending on Net Working Capital, (ii) paid by the Company or its Subsidiaries prior to the Closing Date or for any liability of Taxes for by an Indemnifying Party after the Closing and (iii) which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on actually received by the Company and its Subsidiaries after the Closing), net of any cost to Purchaser and its Affiliates attributable to the obtaining and receipt of such refund or provided in the Final Actual Closing Balance Sheet or credit, except to the extent such refund or credit is attributable to arises as the result of a carryback of any a loss or other tax benefit from a Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing DateDate or such refund or credit reduced the amount of Pre-Closing Taxes included in Indebtedness. Purchaser’s obligation under this clause (h) shall only be an obligation to set off any amount to which the Indemnifying Parties are entitled pursuant to the prior sentence, if any, at the end of Escrow 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 included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made payable by Purchaser pursuant to this Section 10.3 6.3(h) shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesnot exceed $200,000.

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

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

Refunds. Any refund Without duplication of any amounts taken into account in the Final Purchase Price (including any interest with amount or item taken into account in determining the Tax Liability Amount), if a refund of Taxes (each, a “Refund”) in respect theretoof any Pre-Closing Tax Period is received or utilized by the Company or any Subsidiary to offset cash Taxes owed, Buyer shall, or shall cause the relevant Person as applicable, to promptly pay the amount of such Refund, net of any reasonable expenses (including Taxes) of Buyer or its Affiliates (including the Company or any Subsidiary) attributable to obtaining such Refund to the Company Stockholders’ no later than [*] days following receipt or credit for Taxes of such Refund. For purposes of this Section 5.10(f), “Refund” shall include actual receipt of a refund or interest, as well as a ​ ​ credit or offset of or relating against any other actual cash Tax liability or any interest or penalties on such Tax liability (in the case of a credit or offset, such amounts shall only be considered a “Refund” at the time when Buyer utilizes such credit or offset against cash taxes owed). Buyer will, and will cause the Company and its Subsidiaries to, use commercially reasonable efforts to (x) file for and obtain any of Refund to which 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 beCompany Stockholders’ may be entitled hereunder (including, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account avoidance of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or doubt, by not waiving any carryback of any net operating loss arising from any Transaction Tax Deduction to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted under applicable Law) as promptly as possible following the Closing, and (y) obtain a refund in lieu of any credit or future application against income Tax liability. Buyer will, and will cause the Company and its Subsidiaries to, cooperate in good faith with any reasonable request by Section 10.7(e); provided further, however, the Stockholders’ Representative to obtain any Refund. In the event that the amount of such refund or credit and any interest received with respect thereto that is Refund paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Company Stockholders’ pursuant to this Section 10.3 5.10(f) is subsequently disallowed or required to be returned or paid to any Tax Authority, whether in whole or in part, the Company Stockholders’ shall be made promptly (and in any event within 30 [*] days after receipt by Seller, a request from Buyer) refund and pay to Buyer the amount so disallowed or required to be returned or paid (together with any interest payable to the Transferred Companiesrelevant Tax Authority in respect thereof).

Refunds. Any If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund (including of any interest with respect thereto) of or credit for Taxes of or relating as to any of which it has been indemnified by 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 Borrower pursuant to this Agreement shall be, if received Section 9.1 (including by or otherwise credited the payment by the Borrower of additional amounts pursuant to Buyer or this Section 9.1 and including the Transferred Companies, paid over promptly payment of any Section 305 Indemnity Amount only to Seller the extent that the applicable refund is attributable to a reduction in accordance with the provisions amount of Section 10.5 305 Income underlying the final calculation of such Section 305 Indemnity Amount), it shall pay over such refund to the Borrower (and but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund (limited with respect to the payment of any Section 305 Indemnity Amount as in the first parenthetical of this Section 9.1(i)), reduced by any applicable Section 305 Netting Amount), net of all of its reasonable out-of-pocket expenses (including Taxes that would not have been imposed but for such refund), without interest actually received from a Taxing (other than any interest paid by the relevant Government Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat the Borrower, that upon the request of such Agent or Lender, as the case may be, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charge imposed by the relevant Government Authority) to such Agent or Lender, as the case may be, in the event such Agent or Lender, as the case may be, is required to repay such refund or credit shall be for the account of Buyer to such Government Authority. Notwithstanding anything to the extent that contrary in this paragraph (i), in no event will an Agent or Lender be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Agent or Lender in a less favorable net after-Tax position than the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This Section 9.1(i) shall not be construed to require any indemnified party (or any Tax Affiliate of the Transferred Companies a Lender) to make available its Tax returns (or any other information relating to its Taxes with respect that it deems confidential) to the indemnifying party or any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

Refunds. Any If the Administrative Agent or any Lender becomes aware that it is entitled to claim a refund (including from a Government Authority or other taxation authority in respect of any interest Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect thereto) of or credit for Taxes of or relating to any of which 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 Borrower has borne paid additional amounts pursuant to this Agreement subsection 2.7B it shall be, if received by or otherwise credited to Buyer or promptly notify the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any Borrower 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 availability of such refund or credit claim 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 retainshall, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt of a request by Sellerthe Borrower, Buyer make a claim to such Government Authority or taxation authority for such refund at the Transferred CompaniesBorrower’s expense. If the Administrative Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this subsection 2.7B, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority or taxation authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Government Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

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

Refunds. Any If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund (including of any interest with respect thereto) of Indemnified Taxes to which the Credit Parties have made payments 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 paid additional amounts pursuant to this Agreement Section 5.04, so long as no Default or Event of Default has occurred and is continuing, it shall bepay over such refund to the Credit Parties (but only to the extent of payments made, if received or additional amounts paid, by the Credit Parties under this Section 5.04 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or otherwise credited to Buyer or such Lender and without interest (other than any interest paid by the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing applicable Governmental Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat the Credit Parties, that upon the request of the Administrative Agent or such ▇▇▇▇▇▇, agrees to repay the amount paid over to the Credit Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of the Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything in this Agreement to the extent that such refund contrary, this Section 5.04(d) shall not be construed to require the Administrative Agent or credit is reflected on or provided in the Final Actual Closing Balance Sheet or any Lender to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period make available its tax returns (or portion thereofany other information which it deems confidential) beginning after to Credit Parties or any other Person or require the Closing Date, Administrative Agent or any refund or credit included in the Final Actual Closing Balance Sheet and Lender to pay any refund or credit of any Taxes allocated amount to Buyer pursuant to Section 5.13. All payments required to be made an indemnifying party pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller5.04(d), Buyer the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Transferred CompaniesTax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

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

Refunds. Any Tax refund (including any interest with respect theretothereto or any credit against future tax liability) of or credit for Taxes of or relating to the Company or any of the Transferred Companies Subsidiary for any taxable period ending on or prior to the date of the Closing Date or (except for any liability refund included on the Reference Statement of Net Assets and any refund arising in respect of Taxes for which Seller the Principal Stockholders are not liable under Section 7.01, which shall be the property of Parent, and if paid to the Company or the Principal Stockholders, shall be paid over promptly to Parent) shall be the property of the Stockholders, and if received by Parent, the Company or any Subsidiary shall be paid over promptly into the Expense Fund under the Escrow Agreement (or, if such fund is liable and which Seller has borne pursuant then non-existent, to this Agreement the Stockholders). Notwithstanding the foregoing, (a) any Tax refund (or equivalent benefit to the Stockholders through a reduction in Tax liability) for a taxable period ending on or before the date of the Closing arising out of the carryback of a loss of credit incurred by the Company or any Subsidiary in a taxable period ending after the Closing shall bebe the property of Parent and, if received by or otherwise credited to Buyer the Company or the Transferred CompaniesPrincipal Stockholders, shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 Parent; and (b) if, and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that, as of such time, if any, as Parent shall receive a refund that such refund or credit is reflected on or provided in would be the Final Actual Closing Balance Sheet property of the Stockholders and payable to the Expense Fund under the Escrow Agreement or to the extent such refund Stockholders under this Section 7.03, Taxes have been asserted in writing that would be required to be indemnified by the Principal Stockholders hereunder, all or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount part of such refund or credit and any interest received with respect thereto that is paid up to Seller shall an amount equal to 120% of such asserted Taxes shall, at the option of Parent, be net deposited by the Parent into an indemnity escrow fund for satisfaction of any Tax detriment amounts indemnifiable under this Article VII which have been asserted or subsequently are asserted, until the time set forth in respect clause (ii) 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 Section 7.05 of this Agreement with respect to any asserted amounts (or, if earlier, expiration of the Transferred Companies relating to Taxes with respect to applicable statute of limitations), at which time any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included balance remaining in the Final Actual Closing Balance Sheet and any refund or credit such indemnity escrow fund from such deposited amount after payment of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 claims shall be made within 30 days after receipt by Sellerpaid into the Expense Fund under the Escrow Agreement (or, Buyer or if such fund is then non-existent, to the Transferred CompaniesStockholders).

Refunds. Any refund (including any interest with respect thereto) of or credit for Taxes of or relating to any of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies The Sellers shall be entitled to retain, or receive immediate payment from Seller any member of any Company Group or the Purchaser of, an amount equal to any refund or credit arising 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 of interest thereon received with respect thereto from the Transferred Companies applicable taxing authority relating to Taxes with respect 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 taxable period (or portion thereof) beginning 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 dispute with respect to refunds or Reduced Taxes shall be resolved by the Third Party Accountants, and any such determination by the Third Party Accountants shall be final. 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 claiming any refund or credit included realizing the benefit of any Reduced Taxes referred to in this Section 4.4(d), including notifying the Sellers or the Purchaser, as the case may be, of the 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 Final Actual Closing Balance Sheet and case of the party filing such a claim, consulting with the other party prior to agreeing to any disposition of such claim, provided that the Sellers shall not be obligated by the terms of this Section 4.4(d) to amend any Tax Return previously filed in order to claim a refund attributable to the carryback of a loss or credit incurred by any member of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days Company Group in a taxable period after receipt by Seller, Buyer or the Transferred CompaniesClosing Date.

Refunds. Any If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund (including of any interest Taxes as to which it has been indemnified by the Borrower or with respect thereto) of or credit for Taxes of or relating to any of which 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 Borrower has borne paid additional amounts pursuant to this Agreement Section 9.1, it shall bepay over such refund to the Borrower, if received net of all of its reasonable out-of-pocket expenses (including Taxes that would not have been imposed but for such refund), without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Government Authority with respect to such a refund shall also be refund) and with any update for inflation paid by the relevant Government Authority with respect to such refund; provided, that the Borrower, upon the request of such Agent or Lender, as the case may be, agrees to repay the amount paid over to Seller at the Borrower (plus any penalties, interest or other charge imposed by the relevant Government Authority) to such time); providedAgent or Lender, howeveras the case may be, that any in the event such Agent or Lender, as the case may be, is required to repay such refund or credit shall be for the account of Buyer to such Government Authority. Notwithstanding anything to the extent that contrary in this paragraph (i), in no event will an Agent or Lender be required to pay any amount to the Borrower pursuant to this paragraph (i) the payment of which would place the Agent or Lender in a less favorable net after-Tax position than the Agent or Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or credit is reflected on or provided in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer otherwise imposed and the Transferred Companies shall be entitled to retain, indemnification payments or receive immediate payment from Seller of, any refund or credit arising additional amounts with respect to such Tax had never been paid. This Section 9.1(i) shall not be construed to require any of the Transferred Companies indemnified party to make available its Tax returns (or any other information relating to its Taxes with respect that it deems confidential) to the indemnifying party or any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesother Person.

Refunds. Any refund (including any interest with respect theretoa) of Except as provided in Section 13.6(b), if the Company 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 its Subsidiaries receives a refund of Taxes for which any Pre-Closing Taxable Period, the Company shall promptly pay such refund to Seller is liable and which (for the benefit of the Former Company Stockholders) without interest. In addition, the Company shall pay to Seller has borne (for the benefit of the Former Company Stockholders) an amount equal to any refund of Taxes (i) that would have been payable to Seller pursuant to this Agreement shall beSection 13.6(a), if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent except that such refund or credit is reflected on or provided in the Final Actual Closing Balance Sheet or was used to the extent such refund or credit is attributable to a carryback of pay any Tax attribute of liability for any of the Transferred Companies arising in a taxable period beginning after the Closing Date (“Post-Closing Tax Period”) or (ii) would have been payable to Seller (for the benefit of the Former Company Stockholders) pursuant to this Section 13.6(a) if such carryback is permitted by Section 10.7(e); provided further, however, it were possible to file Tax Returns for each Straddle Period as if the taxable year ended on the Closing Date. (b) If Parent notifies Seller in writing that the amount Company or any of its Subsidiaries has become entitled to a refund or credit of Taxes described in Section 13.6(a), and such refund or credit (or any portion thereof) is attributable solely to the carryback of losses, credits or similar items of the Company and its Subsidiaries, as the case may be, from a Post-Closing Tax Period, then the Company will be entitled to retain the amount of any such credit or refund received (together with interest thereon). (c) Except as provided in Section 13.6(a) and (b), the Company will be entitled to any refunds (including any interest received with respect thereto that is paid to Seller shall be net of any Tax detriment thereon) in respect of such refund any federal, state, local or credit suffered by Buyer foreign Tax liability of the Company or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companiesits Subsidiaries.

Refunds. Any Tax refund (including any interest with respect thereto) relating to the Company or any Subsidiary for any taxable period through June 30, 1999 (except for any refund included on the Reference Balance Sheet, which shall be the property of or credit for Taxes of or relating the Purchaser, and if paid to any of the Transferred Companies Sellers, shall be paid over promptly to the Purchaser) shall be the property of the Sellers, and if received by the Purchaser or the Company or any Subsidiary shall be paid over promptly to the Sellers. Notwithstanding the foregoing sentence: (i) any Tax refund (or equivalent benefit to the Sellers through a reduction in Tax liability) for any taxable a period ending on or prior to before the Closing Date arising out of the carryback of a loss or for credit incurred by the Company or any liability Subsidiary in a taxable year ending after the Closing Date shall be the property of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall bethe Purchaser and, if received by or otherwise credited to Buyer or the Transferred CompaniesSellers, shall be paid over promptly to Seller in accordance with the provisions of Section 10.5 Purchaser; and (ii) if, and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time); provided, however, that any such refund or credit shall be for the account of Buyer to the extent that, as of such time, if any, as the Purchaser shall receive a refund that such refund or credit is reflected on or provided in would be the Final Actual Closing Balance Sheet or property of the Sellers and payable to the extent such refund Sellers under the immediately preceding sentence, Taxes have been asserted in writing that would be required to be indemnified by the Sellers hereunder, all or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount part of such refund or credit and any interest received with respect thereto that is up to an amount equal to 120% of such asserted Taxes shall, at the option of the Purchaser, be withheld by the Purchaser from such refund or, if necessary, Subsequent Payments remaining to be paid to Seller shall be net for satisfaction of any Tax detriment amounts indemnifiable under this Article VI which have been asserted or subsequently are asserted, until the time set forth in respect clause (ii) 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 Section 6.05 of this Agreement with respect to any such asserted amounts (or, if earlier, expiration of the Transferred Companies relating to Taxes with respect applicable statute of limitations), at which time, subject to any taxable period (or portion thereof) beginning after other rights of the Closing Date, any refund or credit included in Purchaser to withhold amounts from the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made Subsequent Payments pursuant to this Section 10.3 Agreement, any balance remaining from such refund or withheld Subsequent Payment after payment of any claims shall be made within 30 days after receipt by Seller, Buyer or paid to the Transferred CompaniesSellers.

Refunds. Any refund Buyer shall pay (or cause to be paid) to Sellers, on a pro rata basis (based on the percentage of the Closing Payment received by each Seller on the Closing Date), any Tax refunds that are received by any Company (or Buyer or any Affiliate of Buyer on any Company’s behalf), and any refunds or overpayments of estimated Taxes for any Pre-Closing Tax Period that are credited against Tax for which Buyer and the Companies are not entitled to indemnification pursuant to Section 8.03 and to which any Company (or Buyer or any Affiliate of Buyer on any Company’s behalf) becomes entitled, that relate to Pre-Closing Tax Periods, net of any Liabilities incurred (including any Taxes) in collecting such Tax refunds, and if such Tax refund includes interest with respect thereto) on overpaid Tax, the amount of or credit for Taxes of or relating to any Tax payable on that interest by the recipient of the Transferred Companies for any taxable period ending on or prior to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Tax refund; provided, however, that any such refund or credit Buyer shall be for the account of Buyer entitled to any Tax refunds to the extent that such refund Tax refunds are (i) reflected as an asset for purposes of, and taken into account in, the determination of the Final Purchase Price or credit is reflected (ii) received on or provided in after the Final Actual Closing Balance Sheet or Tax Indemnity Escrow Depletion Date and do not exceed the amount of any indemnification claim under Section 8.03 that was asserted prior to the extent such refund or credit is attributable to a carryback fourth anniversary of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid would have been subject 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 either of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after Tax Indemnity Escrow Accounts but for the Closing Date, any refund or credit included depletion of funds in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13such Tax Indemnity Escrow Account. All Any payments required to be made pursuant to under this Section 10.3 8.05 shall be made in immediately available funds, to the accounts of Sellers as directed by Sellers’ Representative within 30 days after ten (10) Business Days of the receipt by Seller, Buyer of the refund or the Transferred Companiesapplication of any such refunds as a credit against Tax for which Buyer and the Companies are not entitled to indemnification pursuant to Section 8.03.

Refunds. Any The Purchaser shall, if the Sellers so request and at the Sellers’ expense (for reasonable out-of-pocket costs and expenses), cooperate with the Sellers to file for and obtain any Tax refund (including any interest with respect thereto) of or credit for Taxes of related to the Business or relating the Acquired Assets and Stock or Prime that relates to any of the Transferred Companies for any taxable period ending on or prior before the First Closing Date (in the case of Prime, the FDS Assets or the Business (other than the GE/Macy’s Assets and the May Assets)), the Second Closing Date (in the case of the GE/Macy’s Assets) or the Third Closing Date (in the case of the May Assets). If the Purchaser at any time receives a Tax refund or credit described in the immediately preceding sentence, the Purchaser shall promptly pay over such refund or the amount of such credit to the Closing Date or for any liability of Taxes for which Seller is liable and which Seller has borne pursuant to this Agreement shall be, if received by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect to such a refund shall also be paid over to Seller at such time)Sellers; provided, however, that that, if a Governmental Authority at any time requires the Purchaser to reimburse such Governmental Authority for the amount of any refund or credit shall be for the account of Buyer previously paid to the extent that such refund or credit is reflected on or provided in Sellers, the Final Actual Closing Balance Sheet or to Sellers jointly and severally shall indemnify, hold harmless and reimburse the extent such refund or credit is attributable to a carryback of any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that Purchaser and its Affiliates for the amount of such refund or credit credit, including all interest, penalties, costs and any interest received expenses associated therewith. Any Tax refunds or credits relating to Prime, the FDS Assets, the GE/Macy’s Assets, the May Assets or the Business with respect thereto that is paid to Seller a Straddle Period shall be net of any Tax detriment in respect of such refund or credit suffered by Buyer or equitably apportioned between the Transferred Companies. Buyer Purchaser, on the one hand, and the Transferred Companies Sellers, on the other hand. Notwithstanding the foregoing, the Purchaser shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising all refunds with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer paid pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred Companies11.3.

Refunds. Any If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund (including of any interest with respect thereto) of or credit for Indemnified 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 that were paid by Credit Parties pursuant to this Agreement Section 3.5, so long as no Event of Default has occurred and is continuing, it shall bepay an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.5 with respect to the Indemnified Taxes giving rise to such refund) to Credit Parties, if received net of all out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid by or otherwise credited to Buyer or the Transferred Companies, paid over promptly to Seller in accordance with the provisions of Section 10.5 (and all interest actually received from a Taxing relevant Governmental Authority with respect to such a refund shall also be paid over to Seller at such timerefund); provided, howeverthat Credit Parties, that upon request of such Recipient, agrees to repay the amount paid to Credit Parties (plus any penalties, interest or other charges imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Recipients hereunder) to such Recipient in the event such Recipient is required to repay such refund or credit shall be for the account of Buyer to such Governmental Authority. Notwithstanding anything to the extent that such refund or credit is reflected on or provided contrary in the Final Actual Closing Balance Sheet or to the extent such refund or credit is attributable to a carryback of this Section 3.5(h), in no event will any Tax attribute of any of the Transferred Companies arising in a taxable period beginning after the Closing Date if such carryback is permitted by Section 10.7(e); provided further, however, that the amount of such refund or credit and any interest received with respect thereto that is paid to Seller shall Recipient be net of any Tax detriment in respect of such refund or credit suffered by Buyer or the Transferred Companies. Buyer and the Transferred Companies shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit arising with respect to any of the Transferred Companies relating to Taxes with respect to any taxable period (or portion thereof) beginning after the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pay any amount to Credit Parties pursuant to this Section 10.3 3.5(h) if such payment would place such Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Indemnified Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be made within 30 days after receipt by Seller, Buyer construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Transferred CompaniesCredit Parties or any other Person.

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

Refunds. Any (a) Notwithstanding any provision in this Agreement to the contrary, any refund of a 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 (including any interest i) a liability for Tax for a period which ends on or before December 31, 2004 and (ii) with respect thereto) of to tax periods that begin after December 31, 2004 that relate to Taxes actually paid by CVPS or credit for Taxes of or relating to any of its Subsidiaries (other than the Transferred Companies for Company or its Subsidiaries, treating all payments made by the Company or 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 its Subsidiaries pursuant to this a Tax Sharing Agreement for such tax period as Taxes paid by the Company and not by CVPS or any of its other Subsidiaries) shall bebelong to CVPS (“CVPS Tax Refunds”), if received by or otherwise credited to Buyer or and the Transferred CompaniesCompany shall promptly pay any such refund, paid over promptly to Seller in accordance with and the provisions of Section 10.5 (and all interest actually received from a Taxing Authority with respect thereon, to such a refund shall also be paid over to Seller at such time)CVPS upon receipt thereof by the Company; provided, however, that any such refund or credit the Company shall be entitled to any refund of Taxes for the account of Buyer to the extent that such refund or credit is reflected tax periods ending on or provided in the Final Actual Closing Balance Sheet or before December 31, 2004 to the extent such refund or credit is attributable to a of Taxes results from the carryback of any Tax attribute of any of the Transferred Companies a loss arising in a taxable period beginning after December 31, 2004 or arising in the Closing Date if such carryback is permitted by Section 10.7(eportion of a 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 amount of such refund Company 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 its Subsidiaries). All other refunds of liabilities for Taxes related to the Transferred Companies Company or its Subsidiaries (other than CVPS Tax Refunds) shall belong to the Company. (b) Notwithstanding any provision in this Agreement to the contrary, the Company and Purchaser (to the extent provided in Section 7.11) shall indemnify and hold harmless CVPS and its Affiliates from and against all liabilities relating to Taxes with respect resulting or arising from or relating or attributable to any taxable period the request for a Company Carryback Refund. (or portion thereofc) beginning after The Company and its Subsidiaries shall cooperate and take all reasonable steps necessary to allow CVPS to obtain the Closing Date, any refund or credit included in the Final Actual Closing Balance Sheet and any refund or credit of any Taxes allocated to Buyer pursuant to Section 5.13. All payments required to be made pursuant to this Section 10.3 shall be made within 30 days after receipt by Seller, Buyer or the Transferred CompaniesCVPS Refunds.