Common use of Refunds Clause in Contracts

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Seller Parent shall be entitled to Refunds that relate retain, or receive immediate payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and Subsidiaries thereof) with respect to, any refund, credit or other similar benefit received or realized with respect to Taxes attributable to any Conveyed Subsidiary (and Subsidiaries thereof), the Purchased Assets or the Business for which it any Pre-Closing Tax Period (or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent such Taxes were paid 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 Purchaser or any of its Subsidiaries or Affiliates attributable to the obtaining and receipt of such refund, credit or other similar benefit; provided, however, that Seller Parent shall not be entitled to any refund, credit or other similar benefit to the extent such refund, credit or other similar benefit (i) arises as the result of a particular Refund carryback of a loss or other Tax 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 Conveyed Subsidiaries (or Subsidiaries thereof) is entitled to file or make a formal or informal claim for a refund of Taxes may (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period, Seller Parent shall be allocable 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 which case Purchaser shall have the same rights with respect to Seller Parent’s control of such claim as if the claim were governed by Section 6.6(f)(ii). Purchaser shall cooperate, and cause the Conveyed Subsidiaries and their Subsidiaries to cooperate, 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 any related refund, credit or other similar benefit received or realized by Purchaser or any Affiliate thereof (including any Conveyed Subsidiary or Subsidiary thereof), net of any cost to Purchaser or any of its Subsidiaries or Affiliates attributable to the obtaining and receipt of such refund, credit or other similar benefit, within five (5) days of receipt (or realization) thereof. Purchaser and the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Seller Parent with respect to, any refund, credit or 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 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 Conveyed Subsidiary (or Subsidiary thereof), the Purchased Assets or the Business for 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 each Party will be entitled shall be determined by comparing the amount of payments made by in 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 manner consistent with the Tax liability of such Party as determined under principles set forth in Section 2.01, taking into account the facts as utilized for purposes of claiming such Refund6.6(e)(iii). (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled If such Tax Indemnitee Party receives a repayment or a refund of all or any part of any amount paid with respect which a Tax Indemnifying Party has indemnified such Tax Indemnitee Party pursuant to Refunds that relate to Taxes for which it this Schedule 7.4B (or its Affiliates) is liable hereunder. For the avoidance of doubt, if an amount which otherwise would have been a refund was used 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 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 offset another liability of such Tax Indemnitee 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)(ian “Applied Amount”), 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 such Tax Indemnitee Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment Tax Indemnifying Party an amount equal to the sum of the amount of such reduction in the Taxes of the Benefited Party. repayment or refund (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) Amount), plus any interest received on such repayment or refund (or that is received or deemed to would have been received as described herein by the other Company (or its Affiliatesif such Applied Amount had been refunded to such Tax Indemnitee) shall be attributable to any taxes paid by Tax Indemnifying Party to or for such other Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent a Company Tax Indemnitee Party net of any taxes incurred on such refund or Applied Amount (plus any tax benefit received 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, that would have been payable received by such Company Tax Indemnitee Party on account of such payment, as determined under Section 4.2(c) hereof). If such Tax Indemnitee Party receives an award of attorneys’ fees in a contest for which Tax Indemnifying Party has paid an allocable portion of the contest expenses, such Tax Indemnitee Party shall pay to Tax Indemnifying Party the same proportion of the amount of such award as the amount of such Tax Indemnitee’s attorneys’ fees paid or reimbursed by such Tax Indemnifying Party bears to the Claiming Company pursuant to this Section 3.06(a)total amount of attorneys’ fees actually incurred by such Tax Indemnitee Party in conducting such contest, such Company shall be deemed to have actually received a Refund up to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. amount of attorneys’ fees paid or borne by such Tax Indemnifying Party in connection with such contest. Any subsequent disallowance or loss of such refund (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 a redetermination of the subsequent adjustment, if any, claim giving rise to the Refund such payment by such Tax Indemnitee Party to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B without regard to Section 3.3 hereof.

Refunds. (i) Each Company (Agent and each Lender agrees that if it determines in its Affiliates) (the “Claiming Company”) shall be entitled sole discretion exercised in good faith that it has received a refund of any Indemnified Taxes or Other Taxes as to Refunds that relate to Taxes 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, without limitation, any Taxes deducted from any additional sums payable under subsection (a) above), it (or its Affiliates) is liable hereunder. For shall promptly reimburse the avoidance of doubt, Loan Party 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 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 recovery (or its Affiliates) shall, and but only to the extent thereofof indemnity payments made, be paid or additional amount paid, by or on behalf of the Loan Party under this Section 2.18 with respect to the Indemnified Taxes or Other Taxes giving rise to such recovery); provided, however, that the Loan Party, upon the request of such Person, agrees to promptly repay to such Person the amount paid over to the Loan Party (together with any penalties, interest or other Company (or its Affiliates) that incurs such Correlative Detriment. (iii) In charges imposed by the relevant Governmental Authority), in the event of an adjustment relating such Person is required 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 pay repay such amount to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4relevant Governmental Authority. 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 3.06(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 Agreementparagraph, in no event will the Administrative Agent or any Company that has claimed Lender be required to 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 2.18(e) shall not be construed to require any Agent or any Lender to make available its tax returns (or caused one any other information relating to its taxes which it deems confidential) to any Loan Party 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 subsequent adjustment, if any, to the Refund claimother Person.

Refunds. (ia) Each Company (and its Affiliates) (the “Claiming Company”) Except as provided in Section 8.5(f), Seller shall be entitled to Refunds that relate to any refunds of, or credits against, any Taxes for which it the Pre-Closing Tax Period and any Conveyance Taxes that Seller has borne pursuant to Section 8.5 (and any interest or its Affiliates) is liable hereunder. For 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 avoidance receipt of doubtthe refund or credit), except to the extent such Tax refunds or credits relate to Conveyance Taxes that a particular Refund Buyer has borne pursuant to Section 8.5. Upon the reasonable written request of Taxes may Seller, Buyer shall file or cause to be allocable to a Straddle Period with respect filed any Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company Seller is entitled pursuant to this Section 3.06(a) that is received the preceding sentence and shall promptly pay, or deemed cause to have been received be paid, to Seller (except insofar as described herein the same are used by the other Company 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 Buyer or the Transferred Companies, reduced by any costs, including any Taxes, attributable to the receipt of such refund, and Seller shall be entitled to any such refunds (including any interest or penalty rebate) actually received by Seller or any of its Affiliates) shall be paid by such 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, 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. (vb) 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 penalty 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 in herein, if a Tax authority subsequently disallows any item or refund with respect to which a party has received a payment pursuant to the above provisions of Section 8.5(f) or this AgreementSection 8.6 from the other party, any Company that has claimed such recipient party shall promptly pay (or caused one or more of its Affiliates cause to claimbe paid) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimother party the full amount of such item or refund (including any interest or penalty rebate) received by such party.

Refunds. (ia) Each ​​​​​​​ All Tax refunds of the Company for a Pre-Closing Tax Period or the Pre-Closing Straddle Period (and its Affiliatesas determined pursuant to Section 7.2) whether in the form of cash received or a credit (the “Claiming Company”or offset) against Taxes otherwise payable shall be entitled for the benefit of Seller; provided, that any such refund that was taken into account as an asset in determining the Working Capital or Closing Indebtedness, or that is due to Refunds that relate to Taxes the carry back of any net operating loss or other Tax attribute or Tax credit incurred or realized in a Post-Closing Tax Period, shall be for which it (or its Affiliates) is liable hereunderthe benefit of Buyer under Section 7.3(b). For the avoidance of doubt, to To the extent that Buyer or the Company or any of their Affiliates receive 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 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 refund that is received by for the Claiming Company (or its Affiliates) shallbenefit of Seller, 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 Buyer shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction refund (and interest received from the Governmental Authority with respect to such refund) to an account or accounts designated by Seller, but the amount of such payment due to Seller shall be reduced for (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 refund from the applicable Governmental Authority (or, if the refund is in the Taxes form of a credit or offset, ten days after the due date of the Benefited Party. (iv) Any Refund Tax Return claiming such credit or offset). Buyer shall, and shall cause its Affiliates to, take all commercially reasonable actions requested by Seller to timely claim any refunds that will give rise to a payment under this Section 7.3(a), at Seller’s sole cost and expense. In the event that all or any portion thereof of any Tax refund paid to which a Claiming Company is entitled Seller pursuant to this Section 3.06(a7.3(a) that 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 Straddle Period beginning after the Closing Date as determined pursuant to Section 7.2)) (whether in the form of cash received or deemed to have been received as described herein by the other Company a credit (or its Affiliatesoffset) against Taxes otherwise payable) shall be paid by such other Company to for the Claiming Company in immediately available funds in accordance with Section 4benefit of Buyer. To the extent a Company (that Seller 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 3.06(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 receive a refund that is for the benefit of Buyer, Seller shall pay the amount of such refund (and interest received from the Governmental Authority with respect to claimsuch refund) a Refund to Buyer. The amount due to Buyer shall be liable for any Taxes that become due and payable as a result ten days after receipt of the subsequent adjustmentrefund from the applicable Governmental Authority (or, if anythe refund is in the form of a credit or offset, to ten days after the Refund claimdue date of the Tax Return claiming such credit or offset).

Refunds. Any refunds of Taxes or any credit against Taxes (i) Each Company (when and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent applied by any member of the Buyer Group against any Tax liability that Seller has not assumed pursuant to Section 12(a)(i) resulting in a particular Refund Tax benefit to any member of Taxes may be allocable the Buyer Group that it otherwise would not have realized in the absence of such credit) (including any interest relating to a Straddle Period such refunds or credits) of the Subsidiary or any subsidiary of the Subsidiary with respect to which taxable years or portions thereof ending on or prior to the Parties may share responsibility pursuant Effective Time of the SSSI Merger shall be for the account of Seller (and in the case of refunds or credits of the Subsidiary or any subsidiary of the Subsidiary, have been or shall be assigned to Sections 2 Seller), and 3any other refunds of Taxes or credits against Taxes of any member of the Buyer Group shall be for the account of New Sub. Any refunds or credits with respect to Straddle Periods shall be allocated under the principles set forth in Section 12(a)(iii). Buyer shall promptly forward to, or reimburse Seller for, any such refunds or credits and interest due Seller after receipt thereof, and Seller shall promptly forward to, or reimburse New Sub for, any such refunds or credits and interest due New Sub after receipt thereof. In either case, the portion of party entitled to such Refund to which each Party will be entitled refund or credit shall be determined by comparing the amount of payments made by a Party to a Tax Authority or to reimburse 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), party to the extent a claim for a Refund results of any net Tax cost imposed on such other party in a Correlative Detriment to connection with the receipt of such refund or credit. Each party hereto shall cooperate with the other Company (or its Affiliates), party as reasonably requested in making such filings as may be necessary and appropriate to seek any such Refund that is received by the Claiming Company (refunds or its Affiliates) shall, and only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detrimentcredits. (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. 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 or any reduction of, or credit against, its tax liabilities in or 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 consequence of such Tax Benefit; provided, however, that (i) Each Company 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; (and its Affiliatesii) any taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the “Claiming Company”expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) shall be entitled to Refunds that relate to Taxes for which 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 any Tax Benefit with respect to which the Parties may share responsibility pursuant such Lender has made a payment to Sections 2 and 3, the portion of Borrower or such Refund to which each Loan 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 paragraph of this Section 12.18 shall pay to be treated as a tax for which Borrower and the other Party, within ten (10) days of the Final Determination of Loan Parties are obligated to indemnify such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled Lender pursuant to this Section 3.06(a12.18 without any exclusions or defenses; (iii) that is such Lender shall not be required to make any payment under this paragraph of this Section 12.18 in excess of such additional amounts received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such Lender; and (iv) nothing in this paragraph of this Section 12.18 shall require the Lender to disclose to Borrower or any other Company to the Claiming Company Loan Party any information determined by such Lender in immediately available funds in accordance with Section 4. To the extent a Company (or its Affiliates) applies or causes sole discretion to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable confidential (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 3.06(aincluding its tax returns), 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company Any Tax refund (including any interest in respect thereof) received by Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities), and its Affiliatesany amounts credited against Tax to which Holdings, C&A Products or any of the Bison Subsidiaries (other than the Brazilian Entities) becomes entitled (the “Claiming Company”) shall be entitled to Refunds including by way of any amended Tax Returns or any carryback filing), that relate to Taxes for which it (any taxable period, or its Affiliates) is liable hereunder. For portion thereof, ending on or before 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 each Party will be entitled Closing Date shall be determined by comparing for the account of Parent, and Holdings shall pay over to Parent any such refund or 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 any such credit within 15 days after receipt of such Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refundcredit or entitlement thereto. (ii) Notwithstanding Section 3.06(a)(iAny Tax refund (including any interest in respect thereof) received by Permali or ▇▇▇▇▇▇▇, and any amounts credited against Tax to 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 extent a claim Closing Date shall be for a Refund results in a Correlative Detriment the account of Parent, and Holdings shall pay over to the other Company (or its Affiliates), Parent any such Refund that is received by refund or the Claiming Company (amount of any such credit within 15 days after receipt of such credit or its Affiliates) shall, and only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detrimententitlement thereto. (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 percentage (the “Benefited Party”"Ownership Percentage"), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount 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 reduction in the Taxes of the Benefited Partycredit or entitlement thereto. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to Holdings shall pay Parent interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due under this Section 3.06(a) that 5.8(c). For purposes of this Section 5.8(c), where it is received necessary to apportion a refund or credit between Holdings and Parent for a Straddle Period, such refund or credit shall be apportioned between the period deemed to have been received as described herein by end at the other Company close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of each of the Bison Subsidiaries, except that refunds or credits of Taxes imposed on a periodic basis (or its Affiliatese.g., real property Taxes) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent allocated on 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 3.06(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 payabledaily basis. (v) Notwithstanding anything Holdings shall cooperate, and cause C&A Products and each of the Bison Subsidiaries to the contrary cooperate, in this Agreementobtaining, at Parent's expense, any Company Tax refund (other than a refund based on a carryback from a taxable year or period beginning after the Closing Date) that has claimed (or caused one or more Parent reasonably believes is available based on substantial authority, including through filing appropriate forms with the applicable Tax Authority; provided, that if the refund would result in any Tax Detriment to any Bison Subsidiary after the Closing, Parent shall reimburse Holdings the amount of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimsuch Tax Detriment.

Refunds. (i) Each Company Separation Party (and its Affiliates) (the “Claiming CompanySeparation Party”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunderunder this Agreement or for which it has previously paid. 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 3multiple Parties, the portion of such 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company Separation Party is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company Separation Party (or its Affiliates) shall be paid by such other Company Separation Party to the Claiming Company Separation Party in immediately available funds in accordance with Section 44 (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 Company 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 Company Separation Party to the Claiming Company Separation Party pursuant to this Section 3.06(a), such Company 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. (viii) Notwithstanding anything to the contrary in this Agreement, any Company Separation Party that has claimed (or caused one or more received a payment in respect of its Affiliates to claim) a Refund pursuant to this Section 3.06(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 3.06(a)(i).

Refunds. (i) Each Company (and If the Administrative Agent, a Lender or an Issuing Lender determines, in its Affiliates) (the “Claiming Company”) shall be entitled sole discretion, that it has received a refund of any Indemnified Taxes as to Refunds that relate to Taxes for which it (has been indemnified by any Loan Party 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 any Loan Party has paid additional amounts pursuant to Sections 2 and 3this Section, the portion of it shall pay over 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 to the other such Loan 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 but only to the extent thereofof indemnity payments made, be paid 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, and without interest (other Company than any interest paid by the relevant Governmental Authority with respect to such 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 such Loan Party (plus any penalties, interest or its Affiliatesother charges imposed by the relevant Governmental Authority) that incurs to the Administrative Agent, such Correlative Detriment. (iii) In Lender or such Issuing Lender 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a)Administrative Agent, such Company shall be deemed Lender or such Issuing Lender is required to have actually received a Refund repay such refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (v) such Governmental Authority. Notwithstanding anything to the contrary in this Agreementparagraph (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 otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any Company that has claimed Lender or any Issuing Lender to make available its tax returns (or caused one or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimany Loan Party or any other Person.

Refunds. (i) Each Any Tax refund (including any interest in respect thereof) 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 any amended Tax Returns but excluding Tax Returns from a carryback filing), that relate to any taxable period, or portion thereof of the Company or a Company Subsidiary ending on or before the Closing Date, shall be for the account of the Seller, and its Affiliatesthe Purchaser shall pay over to the Seller any such refund or the amount of any such credit within fifteen (15) (the “Claiming Company”days after receipt of such refund or utilization of such credit. Any Tax refund from a carryback filing not prohibited under Section 6.7(e)(iii) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance account 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 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 RefundPurchaser. (ii) Notwithstanding The Purchaser shall pay the Seller interest at the rate prescribed under Section 3.06(a)(i6621(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 apportion a refund or credit between the extent a claim Purchaser and the Seller for a Refund results in Straddle Period, such refund or credit shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books of the Company and any Company Subsidiary, except that Taxes (such as real property Taxes) imposed on 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, periodic basis shall be paid to the other Company (or its Affiliates) that incurs such Correlative Detrimentallocated on a daily basis. (iii) In The Purchaser shall cooperate, and shall cause the event of an adjustment relating Company and any Company Subsidiary to Taxes pursuant to cooperate, in obtaining, at the Seller's expense, any Tax refund (other than a Final Determination for which one Party is responsible under this Agreement which would have given rise to refund based on a Refund but for an offset against carryback from a taxable year or period beginning after the Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(aClosing Date) that the Seller reasonably believes is received or deemed to have been received as described herein by available based on substantial authority, including through filing appropriate forms with the other Company (or its Affiliates) shall be paid by such 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 applicable 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 3.06(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 payableauthority. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. Any Tax refund (iincluding any credit that reduces any Tax otherwise payable) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance in excess 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 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 $1,000 that is received by Buyer or the Claiming Company Surviving Corporation (or its any of their Affiliates) shallthat relates to (i) a Pre-Closing Taxable Period of the Company or any Subsidiary, or (ii) that portion of a taxable period of the Company or any Subsidiary that includes but does not end on the Closing Date ending on the Closing Date (determined in accordance with the provisions of Section 6.3) of the Company or any Subsidiary shall be for the account of the Stockholders, and only Buyer shall pay over to the extent thereofPaying Agent, on behalf of the Stockholders, any such refund (including any interest but net of any Taxes or other reasonable costs of the Buyer, the Surviving Corporation, or any Subsidiary attributable to such refund or credit) as soon as practical after receipt thereto. Notwithstanding the foregoing, any such refunds of Taxes shall be for the account of Buyer (and shall not be required to be paid to the Stockholders) to the extent such refunds of Taxes are (i) attributable to the carryback of items of loss, deduction or credit, or other Tax items of the Company (or its any of their respective Affiliates, including Buyer) that incurs such Correlative Detriment. for a taxable period (iiior portion thereof) In beginning after the event of Closing Date or (ii) were taken into account as 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction asset in the Taxes final determination of Net Working Capital. Upon a request from the Benefited Party. (iv) Any Refund or portion thereof Stockholder’s Representative, Buyer and Surviving Corporation shall file an amended Tax Return in order to which obtain a Claiming Company is refund that the Stockholders are entitled to pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) 6.8. Such amended Tax Return shall be paid by filed within thirty (30) days of such other Company request. In the event that any Tax related to any amount taken into account as a Tax liability in the Claiming Company in immediately available funds final determination of Net Working Capital is finally determined to be less than the amount so reflected as a liability, such difference shall be treated as a Tax refund in accordance with Section 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment preceding provisions 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 3.06(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 payable6. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (ia) Each Company The Parties shall share Refunds as follows: (and 1) a Party shall be entitled to all Refunds that relate to Taxes, other than Shared Taxes, for which such Party (or its AffiliatesSubsidiaries) is liable, (the “Claiming Company”2) a Party shall be entitled to Refunds claimed on an originally filed Tax Return that relate reflect an overpayment of estimated Taxes as compared to the 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 the avoidance of doubt and without duplication, Trident’s share of Refunds for payments of Taxes for which it subject to Section 9.3(c) and received pursuant to the Trident 2007 Tax Sharing Agreement (collectively, a “Shared Refund”) shall be shared by the 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 extent and in the same proportion as their respective Sharing Percentages. (ii) Second, to the extent that the Threshold Base Amount on the date that the Refund is received is in excess of the First Tax Contingency Amount but less than or its Affiliatesequal to the Second Tax Contingency Amount, Fountain and Athens NA shall share all such Shared Refunds to the extent and in the same proportion as their respective Second Sharing Percentages. (iii) Third, to the extent that the Threshold Base Amount on the date that the Refund is liable hereunderreceived is less than or equal to the First Tax Contingency Amount, Trident shall be entitled to all 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 particular Refund Party (or any of Taxes may be allocable its Subsidiaries) receives and is entitled to a Straddle Period with respect Refund under Section 4.1(a)(2) all or a portion of which is attributable to which payments of estimated Taxes by another Party (or any of its Subsidiaries), the Parties may share responsibility pursuant first Party shall pay to Sections 2 and 3, such other Party the portion of the Refund attributable to such other Party’s payments of estimated Taxes. Notwithstanding the foregoing, in the event a Refund to which each Party will be entitled shall be determined by comparing is the amount result of payments made the carryback by a Party (or one of such Party’s Affiliates) of a Tax Attribute generated in a Post-Distribution Tax Period or a Straddle Tax Period to a Pre-Distribution Tax Authority Period or a Straddle Tax Period permitted pursuant to the Section 4.2 solely because such carryback cannot result in one or more other Party Parties (and reduced by the amount of payments received from the or their Affiliates) being liable for additional Taxes, such Refund shall not be shared with any 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. (iib) Notwithstanding Section 3.06(a)(i4.l(a), to the extent a claim for a Refund results by a Party is reasonably likely to result in a Correlative Detriment to the other Company (another Party or its Affiliates)Parties, any such Refund that is shall, to the extent actually received by such claiming Party, be paid proportionately to the Claiming Company (Party or its Affiliates) shallParties that are reasonably likely to realize such Correlative Detriment, and but only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs of 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (ivc) Any Refund or portion thereof to which a Claiming Company Party is entitled pursuant to this Section 3.06(a) 4.1 that is received or deemed to have been received as described herein below by the other Company another Party (or its AffiliatesSubsidiaries) shall be paid by such other Company Party to the Claiming Company in immediately available funds in accordance with Section 4such first Party. To the extent a Company Party (or its AffiliatesSubsidiaries) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Taxing Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Company Party to the Claiming Company another Party (or Parties) pursuant to this Section 3.06(a)4.1, such Company 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. (vd) Notwithstanding anything to For the contrary in this Agreementavoidance of doubt, any Company that has claimed (or caused one or more reduction of its Affiliates to claim) a previously received Refund shall be liable treated as an additional Tax payable for any Taxes that become due and payable as a result all purposes of the subsequent adjustment, if any, to the Refund claimthis Agreement.

Refunds. (ia) Each Company 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 its Affiliatesany 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 refund or other additional Tax payable as a result of such refund) (and any cost incurred in preparing any claim for refund to the “Claiming Company”extent attributable to any refund payable to Seller) shall be entitled to Refunds that relate to of any Taxes for which it (or its Affiliates) Purchaser is liable hereunder. For the avoidance of doubt, entitled 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 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 indemnification pursuant to this Agreement (the “Benefited PartySeller’s Refunds”), then the Benefited Party 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 the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to Seller the amount of such reduction Seller’s Refund without right of set off or counterclaim. Notwithstanding anything in this Agreement to the Taxes contrary, Seller’s Refunds shall include any Transfer Tax, VAT or any other transfer or similar Tax that is the obligation of the Benefited PartySeller 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. (ivb) Any Refund Seller shall, and shall cause its Affiliates to, hold in trust for 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 portion thereof 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 any Taxes for which a Claiming Company Seller is entitled to indemnification pursuant to this Section 3.06(aAgreement (“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 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 may reasonably request; provided, however, that is received or deemed the filing of any such claim will not result in any prejudice to have been received as described herein by the other Company (Purchaser or 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 appropriate Conveyed Company or other Affiliate of the Purchaser to cooperate, fully, at Seller’s expense, with Seller and its counsel in connection therewith. (d) Upon the reasonable request of Purchaser, Seller shall and shall cause its Affiliates to file, claims for Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided, however, that the 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 paid by the property of the payee of such refunds and no other Company Party nor any of its Affiliates will have any right to the Claiming Company in immediately available funds in accordance with Section 4. such refunds. (f) To the extent a Company 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 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 rights under 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 payable7.7. (vg) Notwithstanding anything to the contrary in this Agreementherein, Seller shall not be entitled to 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 subsequent adjustment, if any, Tax refunds to the Refund claimextent such refunds were included in Final Closing Working Capital.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Seller shall be entitled to Refunds all refunds of Pre-Closing Taxes or Taxes that relate are Excluded Liabilities (as described in Section 2.04(e)) or credits in lieu of such refunds, except to Taxes for 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 it 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 or the application of such refund or credit, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of the Purchaser or its Affiliates) Affiliates incurred in 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 against future Tax liabilities. Neither the Purchaser nor any of its Affiliates shall carry back any item of loss, deduction or credit which arises in any Post-Closing Tax Period to any Pre-Closing Tax Period. If any refund or credit paid over to the Seller pursuant to this Section 7.06 is liable hereundersubsequently 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 obligated to return any amounts to the Purchaser pursuant to this Section 7.06 in excess of the amounts it received from the Purchaser pursuant to this Section 7.06. For the avoidance of doubt, 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed 7.06 shall not apply to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company reimbursements in immediately available funds in accordance connection with Section 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of ACA Insurer Taxes as a credit toward or a reduction in Taxes otherwise payable (or a and any related 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 3.06(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 payablegross-ups. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and If the Administrative Agent, a Lender or an Issuing Lender determines, in its Affiliates) (the “Claiming Company”) shall be entitled sole discretion, that it has received a refund of any Indemnified Taxes as to Refunds that relate to Taxes for which it (has been indemnified by any Loan Party 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 any Loan Party has paid additional amounts pursuant to Sections 2 and 3this Section, the portion of it shall pay over 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 to the other such Loan 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 but only to the extent thereofof indemnity payments made, be paid 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, and without interest (other Company than any interest paid by the relevant Governmental Authority with respect to such 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 such Loan Party (plus any penalties, interest or its Affiliatesother charges imposed by the relevant Governmental Authority) that incurs to the Administrative Agent, such Correlative Detriment. (iii) In Lender or such Issuing Lender 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a)Administrative Agent, such Company shall be deemed Lender or such Issuing Lender is required to have actually received a Refund repay such refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (v) such Governmental Authority. Notwithstanding anything to the contrary in this Agreementparagraph (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 otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent, any Company that has claimed Lender or any Issuing Lender to make available its Tax returns (or caused one or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimany Loan Party or any other Person.

Refunds. (ia) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubtliable, or that are generated by Tax Benefits that are attributable 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 it (or its affiliates), pursuant to Sections 2 and 3, the portion of such 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 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 Refundthis Agreement. (iib) Notwithstanding Section 3.06(a)(i), to 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) shallapplies 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, and only 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, be paid thereof on the Due Date of the Tax Return on which the overpayment is applied to the other Company (or its Affiliates) that incurs such Correlative Detrimentreduce Taxes otherwise payable. (iiic) 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment offset an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (ivd) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) 3.04 that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company within ten (10) days of the receipt or deemed receipt of such 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 immediately available funds The Wall Street Journal from time to time on the amount of the payment based on the number of days in accordance with the period beginning on the commencement of the ten (10) day period and ending on and including the date of payment. (e) To the extent that the amount of any Refund is subsequently reduced, such reduction shall be allocated to the Party that was entitled to the Refund pursuant to this Section 43.04 and an appropriate adjusting payment shall be made by such Party to the other Party if the other Party originally paid the Refund to such Party. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment Party does not agree with the amount 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 Refundany Refund calculated by the other Party, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a), such Company dispute 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 payableresolved in accordance with Section 10. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company of Seller (and its Affiliates, other than the Acquired Companies) and Buyer (and its Affiliates, including the “Claiming Company”Acquired Companies) shall be entitled to Refunds that relate to retain, or receive prompt payment from the other Party with respect to, any refund or credit (in lieu of a refund) of Taxes (including, for which it (or its Affiliates) is liable hereunder. 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 a particular Refund of Taxes may be allocable is due and payable by Seller to a Straddle Period 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 the Parties may share responsibility pursuant to Sections 2 and 3, the portion either of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments Buyer or Seller has made by a Party to a Tax Authority or payment 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”Section 9.6(g), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination recipient of such adjustment an amount equal to payment shall pay, or reimburse the paying Party for, the amount of such reduction 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 Taxes Final Closing Indebtedness Amount or Final Working Capital exceeds the amount of such Tax actually paid by Buyer or the Benefited Party. (iv) Any Refund Acquired Companies, such difference shall be treated as a refund or portion thereof 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 a Claiming Company 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 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) 9.6(g). Buyer shall be paid by such other Company entitled to the Claiming Company in immediately available funds in accordance retain, or receive prompt payment from Seller with Section 4. To the extent a Company (respect to any refund or its Affiliates) applies or causes to be applied an overpayment credit of Taxes as a credit toward or a reduction of the Acquired Companies other than such Taxes described in Taxes otherwise payable (or a Tax Authority requires such application in lieu the first sentence of a Refund) and such Refund, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a9.6(g), 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Sellers shall be entitled to Refunds that relate to Taxes for which it retain, or receive payment from Purchaser within fifteen (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 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 pay to the other Party, within ten (1015) days of the Final Determination receipt of any Tax refunds or credits relating to the Company that were paid with respect to (i) all taxable periods ending on or prior to the Closing Date and (ii) Pre-Closing Partial Periods, for that portion of such adjustment an amount equal taxable period up to and including the amount 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 the Company or (y) otherwise materially and adversely affect any item or Tax attribute of the Company, in each case for any taxable period ending after the Closing Date, 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 reduction in refund claim, and shall cause powers of attorney authorizing Seller Representative to represent the Taxes Company before the relevant taxing authority with respect to such refund to be executed, provided that Seller Representative (i) shall keep Purchaser informed regarding the progress and substantive aspect of any such refund and (ii) shall not compromise or settle any such refund without obtaining Purchaser's consent, which consent shall not be unreasonably withheld, if such compromise or settlement would have the effect of (x) increasing any Tax liability of the Benefited Party. Company or (ivy) Any Refund otherwise materially and adversely affect any item or portion thereof to Tax attribute of the Company, in each case for any taxable period ending after the Closing Date. In the event that any refund or credit of Taxes for which a Claiming Company is entitled payment has been made pursuant to this Section 3.06(a) that section 13.4 is received subsequently reduced or deemed to have been received as described herein by disallowed, the other Company (or its Affiliates) Sellers shall be paid by such 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) indemnify and such Refund, 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 hold Purchaser harmless for any Taxes that become due and payable as a result assessed against the Company by reason of the subsequent adjustment, if any, to the Refund claimreduction or disallowance.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which 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 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. (iiia) In the event that Buyer or the Company receives a refund or credit 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 Tax of the Taxes Company for which the other Party is Stockholders made a payment (or may be responsible a distribution was made by the Escrow Agent on behalf of the Stockholders) pursuant to Section 8.2 of this Agreement (the “Benefited Party”)or any other provision of this Agreement, then Buyer or the Benefited Party Company, as the case may be, shall pay promptly deposit into the Indemnification Escrow Account, if such account still exists, or otherwise to the other PartyStockholders, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction refund (including any accrued interest paid in respect of such refunded Tax) or credit to the extent the refund or credit represents payments made by or for the Stockholders with respect to events occurring prior to the Closing Date. Each Stockholder shall, as a condition to receiving any such refund or credit, agree jointly and severally with all other Stockholders receiving the refund or credit, in the event that any refund or credit of Taxes of the Benefited Party. (iv) Any Refund or portion thereof to for which a Claiming Company is entitled payment has been made to the Stockholders pursuant to this Section 3.06(a8.4(a) is subsequently reduced or disallowed, to indemnify and hold harmless the payor for any Tax liability assessed against such payor by reason of the reduction or disallowance. (b) In the event that is received the Stockholders receive a refund or deemed credit of Tax of the Company for which Buyer or the Company made a payment pursuant to have been received Section 8.2 or any other provision of this Agreement, then the Stockholders shall promptly pay to Buyer or the Company, as described herein by the other Company case may be, the amount of such refund (including any accrued interest paid in respect of such refunded Tax) or its Affiliates) shall be paid by such other Company credit to the Claiming Company extent the refund or credit represents payments made by or for Buyer or the Surviving Corporation with respect to 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, in immediately available funds in accordance with Section 4. To the extent a Company (event that any refund or its Affiliates) applies or causes to be applied an overpayment credit of Taxes as for which a credit toward payment has been made to Buyer 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 Surviving Corporation pursuant to this Section 3.06(a)8.4(a) is subsequently reduced or disallowed, such Company shall be deemed to have actually received a Refund to indemnify and hold harmless 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 payor for any Taxes that become due and payable as a result Tax liability assessed against such payor by reason of the subsequent adjustment, if any, to the Refund claimreduction or disallowance.

Refunds. (ia) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund Any refund of Taxes may be allocable to a Straddle that were imposed in respect of the income, gains, profits, business, property or operations of any member of the ▇▇▇▇▇▇ Group for any Pre-Closing Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, or the portion of such Refund to any Straddle Period ending on or before the Closing Date (other than any refund which 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 arises as a result of the subsequent adjustmentPurchaser’s or a ▇▇▇▇▇▇ Holdco’s inability to make the election described in Section 7.03(b)), other than any such refund included as an asset in the Final Working Capital Statement, and any interest paid or credited in respect thereto (a “Refund”), shall be the property of the Seller. In the event that any Refund is received by a member of the ▇▇▇▇▇▇ Group or any Affiliate thereof, including by way of credit or allowance against Taxes otherwise payable, an amount equal to such Refund (less any costs and expenses reasonably incurred by the Purchaser or any member of the ▇▇▇▇▇▇ Group, as the case may be, in connection with obtaining the Refund) shall be paid to the Seller promptly upon such receipt from the Taxing Authority. Any refund in respect of Taxes of a member of the ▇▇▇▇▇▇ Group EXECUTION COPY received by a member of the Seller Tax Group (other than a member of the ▇▇▇▇▇▇ Group) that is not a Refund shall be the property of the ▇▇▇▇▇▇ Holdcos or the ▇▇▇▇▇▇ Subsidiaries and shall be paid to the appropriate member of the ▇▇▇▇▇▇ Group promptly upon such receipt from the Taxing Authority. In the event that any refund or credit of Taxes for which a payment has been made pursuant to this Section 7.03 is subsequently reduced or disallowed, the party entitled to such refund shall indemnify and hold harmless payor for any Tax liability, including interest, assessed against such payor by reason of the reduction or disallowance. The Purchaser and the ▇▇▇▇▇▇ Holdcos shall, if anythe Seller so requests and at the Seller’s expense, cause the relevant entity to file for and obtain any Refund to which the Seller is entitled under this Section 7.03. The Purchaser and the ▇▇▇▇▇▇ Holdcos shall permit, and cause their respective Affiliates to permit, the Seller to control (at the Seller’s expense) the prosecution of any such Refund claim and the Purchaser and the ▇▇▇▇▇▇ Group member shall provide the Seller with appropriate authorizations (including any powers of attorney or similar powers). The principles set forth in Section 7.01(c) shall apply in determining the extent to which any Refund is attributable to the Refund claimportion of a Straddle Period ending on the Closing Date.

Refunds. (a) The Seller will be entitled to any credits arising from an overpayment by a member of the Group of a Tax for the Pre-Closing Tax Period, which credit is in lieu of a cash refund, or refunds (including interest received thereon) of a Tax of a member of the Group for the Pre-Closing Tax Period, (i) Each Company first, in each case, in the event the credit or refund directly relates to the same or a related issue or facts that resulted in a corresponding increase in a liability for Taxes in respect of which an indemnification obligation is owed by Seller pursuant to Article IX, as a credit against or offset against such indemnification obligation and (ii) thereafter, in the case of any refunds that remain after application of clause (i) and its Affiliatesthat are in excess of any Damages that would be indemnifiable under Section 9.1(a) (Seller Indemnity) but for the “Claiming Company”limitations set forth in Section 9.4(b) shall be entitled to Refunds that relate to Taxes for which it (or its AffiliatesDeductible) is liable hereunder. For the avoidance of doubtand 9.4(c) (Cap), as a cash payment, but, in all cases, only to the extent that such credit or refund is actually realized by any member of the Group (either as a particular Refund cash refund received or as a reduction of Taxes may otherwise payable in lieu of a cash refund), reduced by any costs (including Taxes) incurred by the Purchaser or any of its Affiliates (including members of the Group) in connection with the receipt or accrual of such credit or refund; provided, that the Seller shall not be allocable entitled to any credits or refunds (i) attributable to a Straddle Period carryback (or use) of any loss, deduction or other similar tax item arising in a Post-Closing Tax Period, (ii) reflected in the amount of the Actual Trade Working Capital and specifically identified as such or (iii) after the date on which all amounts shall have been released from the Indemnity Escrow Account in accordance with respect the terms of this Agreement and the Escrow Agreement. The Purchaser shall cause the amount of any refund (or portion thereof) or the amount of any credit (or portion thereof) to which the Parties may share responsibility pursuant Seller is entitled hereunder to Sections 2 and 3, be allowed or applied against the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a relevant Tax Authority liability or Taxes 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 DetrimentSeller Representative promptly after it is received, as applicable. (iiib) 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”Except as provided in Section 10.5(a), then the Benefited Party shall pay Purchaser and its Affiliates will be entitled to the other Party, within ten any credits and refunds (10including any interest received thereon) days of any member of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited PartyGroup. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (ia) Each Company (and its Affiliates) (the “Claiming Company”) Newco, NGP or their Subsidiaries, as applicable, shall be entitled to Refunds that relate any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which the Prices, the AGC Contributors or the Transferred Entity Contributors become entitled, of or with respect to Taxes for which it (or its Affiliates) is liable hereunder. For of the avoidance of doubt, Price Entities except to the extent that such refunds or credits are attributable to Excluded Taxes or Taxes paid by the Price Group or a particular Refund Price Entity on or prior to the date hereof (except for Taxes set forth on Schedule 12.1(a)). Newco, NGP or their Subsidiaries, as applicable, shall be entitled to any refunds, the benefit of Taxes may any credits actually realized in cash and any amounts credited against Tax of Newco, NGP or any of their Subsidiaries (other than the Price Entities) for all periods. (b) The Prices, the AGC Contributors or the Transferred Entity Contributors, as applicable, shall be allocable entitled to a Straddle Period any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which Newco, NGOP or their Subsidiaries become entitled, of or with respect to which Taxes of the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 Price Entities to the other Party (and reduced extent such refunds or credits are attributable to Excluded Taxes or Taxes paid by the amount of payments received from Price Group or a Price Entity on or prior to 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 date hereof (except for purposes of claiming such RefundTaxes set forth on Schedule 12.1(a)). (iic) Notwithstanding Section 3.06(a)(i)Newco, NGP and their Subsidiaries shall promptly forward to the extent a claim for a Refund results in a Correlative Detriment to Prices the other Company (AGC Contributors or its Affiliates)the Transferred Entity Contributors, as applicable, 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof amounts to which a Claiming Company is such parties are entitled pursuant under Section 12.4(b). The Prices, the AGC Contributors or the Transferred Entity Contributors, as applicable, shall promptly forward to this Newco or NGP (as applicable) any amounts to which Newco, NGP or any of their Subsidiaries (including the Price Entities) are entitled under Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a12.4(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 subsequent adjustment, if any, to the Refund claim.

Refunds. If (i) Each any Tax refund is received by Parent, the Company or any of its Subsidiaries (and its or any of their respective Affiliates) (the “Claiming Company”) shall be entitled that relates to Refunds that relate to Taxes for which it taxable periods (or its Affiliatesportions thereof) is liable hereunder. For ending on or before the avoidance of doubtClosing Date (which, for this purpose, shall include any amounts available to the extent be refunded that are applied as 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 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 credit against the Tax liability of Parent, the Company or any of its Subsidiaries (or any of their respective Affiliates), other than any such Party refund to the extent included as determined under Section 2.01an asset in the computation of Closing Net Working Capital or to the extent arising as a result of a carryback of any losses generated in a taxable period (or portion thereof)) beginning after the Closing Date, taking into account the facts as utilized for purposes of claiming such Refund. or (ii) Notwithstanding Section 3.06(a)(i), there is any increase in any net operating loss carryforward of the Company or any of its Subsidiaries as of the Closing Date as a result of any adjustments after the Closing Date to the extent a claim for a Refund results in a Correlative Detriment any Tax Return filed with respect to the other Company taxable periods (or its Affiliates)portions thereof) ending on or before the Closing Date, any the benefit of such Refund that is received by refund or increase in net operating loss carryforward shall be for the Claiming Company (or its Affiliates) shallaccount of Stockholder, and only Parent shall promptly issue to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detriment. (iii) In the event Stockholder a number of an adjustment relating to Taxes pursuant to shares of Parent Common Stock having 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount value equal to the amount of such reduction refund (net of any out-of-pocket costs or expenses, including Taxes, incurred by Parent and the Company (or any of their respective Affiliates) in connection with the receipt or payment thereof) or the value of the increase in the Taxes net operating loss carryforward, as the case may be, as additional merger consideration. For purposes of this Section 7.08(i), the value of Parent Common Stock shall be determined as of the Benefited Party. date of the refund or increase in net operating loss carryforward and in accordance with the procedures set forth in Section 10.05(b)). At Stockholder’s written request and at the Stockholder’s sole cost and expense, Parent shall timely and properly prepare (ivor cause to be prepared) Any Refund and file (or portion thereof cause to be filed), any claim for refund, amended Tax Return or other Tax Return required to obtain any available Tax refunds or increase in net operating loss carryforward that are for the account of Stockholder pursuant to this Section 7.08(i). The amount of any Tax refunds to be paid to Stockholder pursuant to this Section 7.08(i) shall be reduced by any Tax refunds to which a Claiming Company Ceridian HCM is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received 5.1 of the Tax Matters Agreement (as described herein by the other Company (or its Affiliates) shall be paid by such other Company amended pursuant 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, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(aterms hereof), 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited PartyParty plus interest at the Prime Rate on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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.. 17 (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 subsequent adjustment, if any, to the Refund claim.

Refunds. Except with respect to any refund (or other item (including any overpayment)) (i) Each Company taken into account in the computation of Indebtedness or otherwise in a manner that affected the Merger Consideration, (and its Affiliatesii) (the “Claiming Company”) shall be entitled attributable to Refunds that relate to Taxes for which it any loss, credit or other Tax attribute arising in a Tax period (or its Affiliatesportion thereof) beginning after the Closing Date that is liable hereunder. For carried back to a Pre-Closing Tax Period, or (iii) required to be paid over to any third party pursuant to a Contract entered into by a Group Company prior to the avoidance of doubtClosing, to the extent that the Group Companies, Buyer, or any of their Affiliates receives any refund of Pre-Closing Taxes or claims a particular Refund of credit against Pre-Closing 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 in lieu of such Refund to which each Party will be entitled a refund, Buyer shall be determined by comparing pay the amount of payments made by a Party such refund to a Tax Authority or Paying Agent for further distribution to the other Party Sellers, net of any Taxes incurred by Buyer or any of its Affiliates in connection therewith, within five days of receipt of such refund or claim of such credit in lieu of refund. The Sellers, acting through the Sellers Representative in its administrative capacity, shall reimburse Buyer (or its designated Affiliate) for any reasonable expenses incurred in connection with (and reduced by which would not have arisen but for) the calculation, application for or collection of any Tax refund (or claim of any credit in lieu thereof) payable to the Sellers under this Section 5.3(h). If any amount of payments received from paid to the other Party) Sellers pursuant to Sections 2 and 3 with this Section 5.3(h) shall subsequently be challenged successfully by any Governmental Entity, the Tax liability of such Party as determined under Section 2.01Sellers, taking into account acting through the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i)Sellers Representative in its administrative capacity, to the extent a claim for a Refund results in a Correlative Detriment to the other Company shall, upon written request from Buyer (or any of its Affiliates), repay to Buyer (such Affiliate) such amount (together with any such Refund that is received by the Claiming Company (or its Affiliates) shallrelated interest and additions to Tax). For clarity, and only where Sellers have an obligation 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 make a Final Determination for which one Party is responsible payment under this Agreement which would have given rise to a Refund but section are acting through the Sellers Representative in its administrative capacity, the Sellers Representative is not responsible 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 pay to the other Party, within ten (10) days of the Final Determination any failure of such adjustment an amount equal Sellers to the amount of make such reduction in the Taxes of the Benefited Partypayment. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (ia) Each Company All refunds of Taxes (and its Affiliatesincluding any interest thereon) received by any of the Acquired Companies for a Pre-Closing Tax Period (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubt, except to the extent that such refund is attributable to the carryback of a particular Refund of Taxes may be allocable Tax attribute attributable 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 each Party will be entitled Post-Closing Tax Period) shall be determined by comparing for the amount benefit of the Seller and the Purchaser shall, upon Seller’s request, use its commercially reasonable efforts to obtain any such refunds and promptly remit the payments made by a Party to a Tax Authority or over to the other Party Seller (and reduced by the amount net of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of costs procuring such Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refundrefund). (iib) Notwithstanding Section 3.06(a)(i), The Seller shall not be entitled to the extent a claim for a Refund results in a Correlative Detriment to the other Company any refunds or credits of Taxes (or its Affiliates), including any such Refund that is received interest thereon) generated by the Claiming Company carryforward of a Tax attribute (including without limitation, a net operating loss, a net capital loss, a foreign tax credit, an alternative minimum tax credit or its Affiliatesa research and development credit) shallin any Tax period or portion thereof beginning after the Closing Date. Neither Seller nor any direct or indirect owner shall elect to retain any of the Acquired Companies’ Tax attributes that can be carried forward (including without limitation, a net operating loss, a net capital loss, a foreign tax credit, an alternative minimum tax credit, or a research and only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detrimentdevelopment credit). (iiic) In the event The Seller shall promptly remit to Purchaser any refund or credit of an adjustment relating Taxes (including any interest thereon) received by or credited 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 pay to the other Party, within ten (10) days any member of the Final Determination Seller Consolidated Group or any Affiliate of such adjustment an amount equal to the amount of such reduction in the Taxes any member of the Benefited Party. Seller Consolidated Group (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(ain each case, excluding the Acquired Companies) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company attributable to the Claiming Company in immediately available funds in accordance with Section 4. To the extent carryback of a Company Tax attribute (or its Affiliates) applies or causes to be applied including without limitation, a net operating loss, a net capital loss, a foreign tax credit, an overpayment of Taxes as a credit toward alternative minimum tax credit, or a reduction research and development credit) arising in Taxes otherwise payable (or a Post-Closing 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 3.06(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 payablePeriod. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. Subject to Section 6.2.12 of this Agreement, all refunds for Taxes for a Pre-Closing Taxable Period or with respect to any Tax Returns relating to a Pre-Closing Taxable Period (iincluding the portion of a Pre-Closing Taxable Period that ends on the Closing Date) Each that include Seller or the Project Company, whether or not such Tax Returns are due before or after the Closing Date, shall be property of Seller, and such refunds, plus any interest paid by the Governmental Person in connection with the refund, shall be paid to Seller by the Project Company promptly upon receipt. If at any time subsequent to the payment of a Tax refund to Seller, the applicable Governmental Person claims that all, or any portion, of such refund plus interest should be repaid (and its Affiliates) (such amount being hereinafter referred to as the “Claiming Disputed Refund Amount”), the Project Company shall notify Seller in writing of the position of such Governmental Person in accordance with the provisions of Section 6.2.5 and Seller shall promptly repay the Disputed Refund Amount to the Project Company”) , which shall be entitled promptly pay the Disputed Refund Amount to Refunds that relate the appropriate Governmental Person; provided, however, that, if prior repayment of the Disputed Refund Amount is not required in order to Taxes contest a claim for which it (or its Affiliates) is liable hereunder. For repayment by such Governmental Person, then Seller shall have the avoidance of doubtright to contest any such claim for repayment by such Governmental Person, prior to the repayment being made by Seller, to the same extent that a particular Refund of Taxes may be allocable Seller has the right 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 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 contest a claim for taxes under Section 6.2.5(b). Any Tax Contest relating to a Disputed Refund results in a Correlative Detriment Amount shall be subject to the other provisions of Section 6.2.5, and in the event that the Tax Contest is subsequently resolved in favor, in whole or in part, of the Project Company (and all, or its Affiliates)a portion, any such of the Disputed Refund that Amount is sustained and refunded to the Project Company, the Project Company shall pay the amount so received by Seller. All other refunds for Taxes shall belong to Buyer and such refunds, plus any interest paid by the Claiming Company (or its Affiliates) shallGovernmental Person in connection with the refund, and only to the extent thereof, shall be paid to the other Company (or its Affiliates) that incurs such Correlative DetrimentBuyer by Seller, as applicable, promptly upon receipt. (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund of any Taxes as to Refunds that relate to Taxes for which it has been indemnified by the Super ▇▇▇▇▇ Borrowers pursuant to this Section 9.1 (or its Affiliates) is liable hereunder. For including by the avoidance payment by the Super ▇▇▇▇▇ Borrowers of doubtadditional amounts pursuant to this Section 9.1), it shall pay over such refund 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 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 Super ▇▇▇▇▇ Borrowers (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 but only to the extent thereof, be paid of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all of its reasonable out-of-pocket expenses (including Taxes), without interest (other Company than any interest paid by the relevant Government Authority with respect to such refund); provided, that the Super ▇▇▇▇▇ Borrowers, 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 its Affiliatesother charge imposed by the relevant Government Authority) that incurs to such Correlative Detriment. (iii) In Agent or Lender, as the case may be, in the event of an adjustment relating such Agent or Lender, as the case may be, is required to Taxes pursuant repay such refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4Government Authority. 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 3.06(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 Agreementparagraph (i), in no event will an Agent or Lender be required to pay any Company that has claimed 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 otherwise imposed and the indemnification payments or 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 to make available its Tax returns (or caused one or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimindemnifying party or any other Person.

Refunds. Section 4.01 (a) of the TMA is hereby amended and restated in its entirety as follows: (i) Each Company (and its Affiliates) (the “Claiming Company”) Except as provided in this Section 4.01 or Section 4.02, Navy shall be entitled to all Refunds that relate to of Taxes for which it (or its Affiliates) Navy is liable hereunder. For the avoidance of doubtresponsible pursuant to Article III, and Red Lion shall be entitled to the extent that a particular Refund all Refunds of Taxes may be allocable to a Straddle Period with respect to for which the Parties may share responsibility Red Lion is responsible pursuant to Sections 2 Article III and 3, Refunds that are accrued and reflected in the portion Working Capital adjustment pursuant to section 2.7 of such the Separation Agreement. A Party receiving a 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 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 entitled pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay the amount to the which such other Party, Party is entitled within ten (10) days after the receipt of the Final Determination Refund. Notwithstanding the foregoing and except as provided in Section 4.02, 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 adjustment an amount Refund and Navy shall be entitled to 25 percent of such 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 shared by the parties based on the amount of such reduction in the Taxes that was paid by each of the Benefited Partythem. (ivii) Any Refund On the 14th day following the effective date of the Bankruptcy Plan, Red Lion shall pay or portion thereof cause to be paid to Navy $300,000 by bank check or wire transfer, which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) amount shall be paid by such 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 treated as on account 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 3.06(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 payablePre-Settlement Refunds. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. Any refunds or credits of Income Taxes (iincluding any interest thereon) Each Company (and its Affiliatesreceived by or credited to DJMH or any Subsidiary attributable to periods ending on or prior to the Closing Date, or attributable to periods which include the Closing Date that were not borne by the Purchaser pursuant to Section 7.01(a)(3) (the “Claiming Company”) collectively, "Dow Jones Refunds"), shall be entitled for the benefit of Dow Jones, and the Purch▇▇▇▇ shall file or cause to Refunds that relate be filed any refund c▇▇▇▇ if requested to Taxes for which it do so and shall permit Dow Jones to pursue and contest such refund claim (including, if requeste▇, ▇▇e granting of powers of attorney to Dow Jones or its Affiliates) is liable hereunderrepresentative), such contest to be at Dow Jones' sole c▇▇▇ ▇nd expense, and shall cause DJM to pay over to Dow ▇▇▇▇▇ any Dow Jones Refunds, net of any reasonable expenses incurred ▇▇ ▇▇MH, any o▇ ▇▇▇ Subsidiaries or the Purchaser in connection with obtaining such refund, promptly upon receipt thereof. For In addition, if the avoidance of doubt, to the extent that a particular Refund of Pre-Closing Taxes may be allocable with respect to a Straddle Period of DJMH or any Subsidiary are less than the payments previously made (or deemed made) by Dow Jones with respect to which the Parties may share responsibility pursuant to Sections 2 and 3such Straddle Period, the portion Purchaser shall cause ▇▇▇ to pay to Dow Jones the excess of such Refund previous payments over such Pre-Closing Taxe▇ ▇▇▇mptly upon DJM's receiving the benefit of such excess payments through a reduction in, or credit or set-off of, any Tax payment otherwise required to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority DJMH 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 any Subsidiary but for 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 overpayment (or its Affiliates), through the creation or increase in any such Refund that is received by refund allowable to DJMH or any Subsidiary) after 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 DetrimentClosing. (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund of any Taxes as to Refunds that relate to Taxes for which it has been indemnified by the Super ▇▇▇▇▇ Borrowers pursuant to this Section 9.1 (or its Affiliates) is liable hereunder. For including by the avoidance payment by the Super ▇▇▇▇▇ Borrowers of doubtadditional amounts pursuant to this Section 9.1), it shall pay over such refund 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 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 Super ▇▇▇▇▇ Borrowers (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 but only to the extent thereof, be paid of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all ||| of its reasonable out-of-pocket expenses (including Taxes), without interest (other Company than any interest paid by the relevant Government Authority with respect to such refund); provided, that the Super ▇▇▇▇▇ Borrowers, 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 its Affiliatesother charge imposed by the relevant Government Authority) that incurs to such Correlative Detriment. (iii) In Agent or Lender, as the case may be, in the event of an adjustment relating such Agent or Lender, as the case may be, is required to Taxes pursuant repay such refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4Government Authority. 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 3.06(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 Agreementparagraph (i), in no event will an Agent or Lender be required to pay any Company that has claimed 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 otherwise imposed and the indemnification payments or 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 to make available its Tax returns (or caused one or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimindemnifying party or any other Person.

Refunds. (ia) Each Except as provided in Section 12.6(b), if the Company (and or any of its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Subsidiaries receives a refund of Taxes for which it (or its Affiliates) is liable hereunder. For any Pre-Closing Taxable Period, the avoidance of doubt, Company shall promptly pay such refund to the extent that a particular Refund Sellers’ Representative (for the benefit of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3Sellers) without interest. In addition, the portion of such 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 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 pay to the other Party, within ten Sellers’ Representative (10for the benefit of Sellers) days of the Final Determination of such adjustment an amount equal to the amount any refund of such reduction in the Taxes of the Benefited Party. (ivi) Any Refund or portion thereof that would have been payable to which a Claiming Company is entitled Sellers pursuant to this Section 3.06(a12.6(a), except that such refund was used to pay any Tax liability for any taxable period beginning after the Closing Date (“Post-Closing Tax Period”) that is received or deemed to have been received as described herein by the other Company (or its Affiliatesii) shall be paid by such 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, if received, would have been payable by such Company to Sellers’ Representative (for the Claiming Company benefit of Sellers) pursuant to this Section 3.06(a), such Company shall be deemed 12.6(a) if it were possible to have actually received a Refund to file Tax Returns for each Straddle Period as if the extent thereof taxable year ended on the date on which the overpayment is applied to reduce Taxes otherwise payableClosing Date. (vb) Notwithstanding anything to the contrary in this AgreementSection 12.6(a), any Company that has claimed or otherwise, Sellers shall have no right to receive a refund or credit (or caused one any portion thereof) that is attributable to the carryback of losses, credits or more 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 entitled 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), 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 Company or any of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimSubsidiaries.

Refunds. (i) Each Company (and its Affiliates) (Except for refunds, receivables or credits that are included in the “Claiming Company”) Working Capital Statement or have reduced Taxes that are accrued or reserved against in the Working Capital Statement, Pfizer shall be entitled to Refunds that relate retain, or receive prompt payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any refund or credit with respect to Taxes for which it (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or its Affiliatesotherwise) is liable hereunder. For with respect to any Tax period ending on or before the avoidance Closing Date relating to the Conveyed Subsidiaries, any of doubttheir Subsidiaries or any Asset Selling Corporation, 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 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 each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 arises as a result of the subsequent adjustmentuse or application (as provided in Section 7.4(d)) of any net operating loss, if anynet 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 before the Closing Date or that includes the Closing Date, and (ii) to the Refund claim.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 received or enjoyed by the Purchaser or any of its Affiliates (including the Conveyed Subsidiaries or their Subsidiaries) as a result of such carryback. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit not described in Section 7.4(e)(ii) with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes not 108 described in Section 7.4(e)(ii) with respect to a Straddle Period. 109 (f)

Refunds. Any Tax refund (including, but not limited to, any Tax refund attributable to any estimated tax payment for any Pre-Effective Period being higher than the actual Tax Liability for such period and any credit of any otherwise payable refund against any Tax liability for any Post-Effective Period and any interest with respect to any such Tax refund or credit) relating to the Company for any Pre-Effective Period shall be the property of Seller, and if received by Buyer or the Company after the Closing, shall be paid over promptly (and in any event within twenty (20) days) to Seller, less any reasonable out-of-pocket expenses incurred in obtaining such refund; provided that (a) Buyer and the Company shall not be required to pay over such refund to Seller if such refund (i) Each Company was reflected in the Final Surplus Amount or (and its Affiliatesii) (results from the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (carryback of any net operating loss or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable other Tax attribute to a Straddle Pre-Effective Period with respect and (b) if Buyer or the Company paid over such refund and it is subsequently determined by a final determination of any Governmental Authority or court that such refund was improperly obtained or otherwise disallowed, Seller shall promptly pay over to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion Buyer such refund after delivery of a written notice of such Refund determination to which each Party will be entitled shall be determined by comparing Seller. In the event that the amount of payments made by any Tax reflected as a Party to liability or otherwise as a Tax Authority or to reduction in 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 pay to the other Party, within ten (10) days calculation of the Final Determination of such adjustment an amount equal Surplus Amount pursuant to Section 2.4 exceeds the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof Tax required to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by the Company for the applicable Pre-Effective Period to which such other Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent a Company Tax relates (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 3.06(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 whether as a result of such Tax being less than the subsequent adjustmentamount so reflected in the Final Surplus Amount or as a result of a separate payment of such Tax by Seller or any Affiliate of Seller or otherwise), if any, Buyer shall promptly pay over to Seller the Refund claimamount of such excess after determination thereof.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be When a Tax Indemnitee becomes entitled to Refunds that relate to receive a refund or credit against Tax of all or any part of any Taxes which the Lessee shall have paid for such Tax Indemnitee or for which it (the Lessee shall have reimbursed or its Affiliates) indemnified such Tax Indemnitee, such Tax Indemnitee shall pay, provided an Event of Default has not occurred and is liable hereunder. For the avoidance of doubtnot continuing, 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment Lessee an amount equal to the amount of such reduction in refund or credit less (x) all payments then due to such Tax Indemnitee under this Article 6, and (y) Taxes imposed with respect to the Taxes accrual or receipt thereof, including interest received 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 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 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 carried forward to reduce pro tanto any subsequent obligations of the Benefited Party. (iv) Any Refund or portion thereof Lessee to which a Claiming Company is entitled make payments to such Tax Indemnitee pursuant to Section 6.01 hereof). If an amount payable by any Tax Indemnitee to the Lessee pursuant to this Section 3.06(a) that 6.02 is received or deemed to have been received as described herein by not paid when due because of the other Company (or its Affiliates) occurrence and continuation of an Event of Default, such amount shall be paid payable by such other Company any Tax Indemnitee to the Claiming Company in immediately available funds in accordance with Section 4Lessee upon the Lessee's curing all Events of Default. To the extent a Company (Any subsequent loss of such refund or its Affiliates) applies or causes to tax benefit shall be applied an overpayment of Taxes treated as a credit toward or a reduction Tax subject to indemnification under the provisions of this Article 6 (in Taxes otherwise payable the case of any such tax benefit, subject to Section 6.01(b) but only insofar as subsections (or a Tax Authority requires such application in lieu of a Refundiv), (vi), (vii), (x), (xi), (xii), (xiii), (xiv) and such Refund, if received, (xv) thereof would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(aapply), 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (ia) Each Company All refunds for any Retained Taxes (and its Affiliatesincluding all refunds of any Acquired Entity for a Pre-Closing Tax Period (or portion of any Straddle Period ending on the day immediately prior to the Closing Date as determined pursuant to Section 9.2) to the extent not included as an asset in the Working Capital, as finally determined) (whether in the “Claiming Company”form of cash received or a credit (or offset) against Taxes otherwise payable) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunderthe benefit of Seller. For the avoidance of doubt, to To the extent that Buyer or the Acquired Entities or any of their Affiliates receive 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 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 refund that is received by for the Claiming Company (or its Affiliates) shallbenefit of Seller, 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 Buyer shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction refund (and interest received from the Governmental Authority with respect to such refund) to an account or accounts designated by Seller. The amount due to Seller shall be payable ten days after receipt of the refund from the applicable Governmental Authority (or, if the refund is in the Taxes form of a credit or offset, ten days after the due date of the Benefited PartyTax Return claiming such credit or offset). Buyer shall, and shall cause its Affiliates to, take all commercially reasonable actions requested by Seller to timely claim any refunds that will give rise to a payment under this Section 9.3. (ivb) Any Refund All refunds for any Assumed Taxes (including all refunds of any Acquired Entity for a Post-Closing Tax Period (or portion thereof to which a Claiming Company is entitled of any Straddle Period beginning on the Closing Date as determined pursuant to this Section 3.06(a9.2)) that is (whether in the form of cash received or deemed to have been received as described herein by the other Company a credit (or its Affiliatesoffset) against Taxes otherwise payable) shall be paid by such other Company to for the Claiming Company in immediately available funds in accordance with Section 4benefit of Buyer. To the extent a Company (that Seller 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 3.06(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 receive a refund that is for the benefit of Buyer, Seller shall pay, the amount of such refund (and interest received from the Governmental Authority with respect to claimsuch refund) a Refund to Buyer. The amount due to Buyer shall be liable for any Taxes that become due and payable as a result ten days after receipt of the subsequent adjustmentrefund from the applicable Governmental Authority (or, if anythe refund is in the form of a credit or offset, to ten days after the Refund claimdue date of the Tax Return claiming such credit or offset).

Refunds. (i) Each Company (and its Affiliates) (Except for refunds, receivables or credits that are included in the “Claiming Company”) Working Capital Statement or have reduced Taxes that are accrued or reserved against in the Working Capital Statement, Pfizer shall be entitled to Refunds that relate retain, or receive prompt payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) of, any refund or credit with respect to Taxes for which it (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or its Affiliatesotherwise) is liable hereunder. For with respect to any Tax period ending on or before the avoidance Closing Date relating to the Conveyed Subsidiaries, any of doubttheir Subsidiaries or any Asset Selling Corporation, 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 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 each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 arises as a result of the subsequent adjustmentuse or application (as provided in Section 7.4(d)) of any net operating loss, if anynet capital loss, foreign tax credit, research and development credit or other item or credit of the Conveyed Subsidiaries or any of their Subsidiaries arising in any tax year ending on any date following the Closing Date to any period of the Conveyed Subsidiaries or any of their Subsidiaries that ends on or before the Closing Date or that includes the Closing Date, and (ii) to the Refund claimextent 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 received or enjoyed by the Purchaser or any of its Affiliates (including the Conveyed Subsidiaries or their Subsidiaries) as a result of such carryback. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment from Pfizer of, any refund or credit not described in Section 7.4(e)(ii) with respect to Taxes with respect to any taxable period beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes not described in Section 7.4(e)(ii) with respect to a Straddle Period.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Seller shall be entitled to Refunds that relate retain, or receive prompt payment from Buyer or any of its Subsidiaries or Affiliates (including the Transferred Company) with respect to, any refund, credit, offset or other similar benefit actually received (or in the case of an offset or credit against a Tax otherwise owing, the amount by which a tax liability was actually offset or reduced by way of credit) with respect to Taxes attributable to the Transferred Company for any Pre-Closing Tax Period, including any such amounts arising by reason of amended Tax Returns filed after the Closing Date, but excluding any amounts taken into account under Section 7.06(d)(iv). In connection with the foregoing, if Seller determines that the Transferred Company is entitled to file or make a formal or informal claim for a refund of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period, Seller shall be entitled, at Seller’s expense, to require that Buyer cause the Transferred Company to file or make, such formal or informal claim for refund, 78 and Seller shall be entitled to control the prosecution of such claim for refund; provided, however, (i) that Seller shall provide Buyer with a copy of the claim for refund at least thirty (30) days before the due date, and (ii) that Buyer shall have fifteen (15) days to review the claim and shall file, or cause to be filed, such claim for refund if it consents to the filing, which it consent shall not be unreasonably delayed, withheld or conditioned. Buyer shall cooperate, and cause its Affiliates and the Transferred Company to cooperate, with respect to any claim for refund made in accordance with the preceding sentence and shall pay, or cause the Transferred Company to pay, to Seller the amount (including interest) of any related refund, credit, offset or other similar benefit received or realized by Buyer or any Affiliate thereof (including the Transferred Company), net of any unreimbursed reasonable costs incurred by Buyer or its Affiliates in respect of obtaining such refund, credit, offset or other similar benefit, within five days of receipt (or its Affiliatesrealization) is liable hereunderthereof. Buyer and Seller shall equitably apportion any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to the Transferred Company for a Straddle Tax Period in a manner consistent with the principles set forth in Section 7.06(d)(iii). For the avoidance of doubt, Seller is not entitled to any refund, credit, offset or other similar benefit resulting from the extent that carryback of a particular Refund tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period. Buyer shall be entitled to all refunds of Taxes may be allocable in respect of Taxes that relate to a Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 Post-Closing Tax Periods, and 3, the portion of Seller shall promptly pay over any such Refund to which each Party will be entitled shall be determined refunds received 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 (Seller or its Affiliates), any such Refund that is received by Affiliates (not including the Claiming Company (or its AffiliatesTransferred Company) shall, and only after the Closing to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative DetrimentBuyer. (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Parent shall be entitled to Refunds that relate retain (on behalf of the Sellers), or receive immediate payment from Purchaser of, any Tax refund or credit to which any Transferred Entity or Joint Venture becomes entitled with respect to any Pre-Closing Period attributable to any (a) Seller Indemnified Taxes for which it received (or in the case of credits, actually utilized) by Purchaser or any of its AffiliatesAffiliates (including the Transferred Entities) is liable hereunder. For after the avoidance Closing Date, or (b) items set forth on Section 8.8 of doubt, the Parent Disclosure Letter to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to such items were economically borne by Parent, and in each case, which were not reflected as an asset on the Parties may share responsibility pursuant Final Closing Statement or taken into account in the calculation therein (such Tax refund or credit, “Tax Refunds”). If Purchaser or any of its Affiliates (including the Transferred Entities) or the Joint Ventures actually receives a Tax Refund or if a Tax Refund is applied to Sections 2 and 3a current year Tax, the portion of such Refund then Purchaser shall pay, or cause its Affiliates to which each Party will be entitled shall be determined by comparing pay, to Parent the amount of payments made by a Party to a such Tax Authority or to the other Party Refund (and reduced including any interest paid thereon by the amount relevant Tax authority and net 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 (any reasonable out-of-pocket costs incurred by Purchaser or its Affiliates), Affiliates in obtaining any such Refund that is received by the Claiming Company Tax Refund) within fifteen (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 pay to the other Party, within ten (1015) days of the Final Determination receipt of the Tax Refund or the application of such adjustment Tax Refund against actual cash Tax liabilities otherwise payable, as applicable. Notwithstanding the foregoing, Parent shall not be entitled to (i) any Tax Refund attributable to any Loss or other attribute arising in a Tax period (or portion thereof) commencing after the Closing Date, (ii) any Tax Refund included as an amount equal asset in Working Capital, Zeolyst Working Capital, or Indebtedness and (iii) any Tax Refund that is required to be paid to a third party pursuant to an agreement in place as of the Closing. In the event any Tax Refund paid to Parent pursuant to this Section 8.8 is subsequently disallowed or required to be repaid to the applicable Governmental Entity, Parent shall promptly repay to Purchaser or the applicable Transferred Entity or Joint Venture the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Tax Refund previously paid to Seller. If Parent determines that any Transferred Entity or portion thereof to which a Claiming Company Joint Venture is entitled to file or make a formal or informal claim for refund under this Section 8.8, then Purchaser will, if Parent so requests and at Parent’s expense, cause the relevant Transferred Entity or Joint Venture to file or make such claim, including through the prosecution of any proceeding which Parent directs such Transferred Entity or Joint Venture to pursue. The parties hereto intend that any such payment pursuant to this Section 3.06(a) that is received or deemed to have been received 8.8 be treated for U.S. federal and applicable state and local income Tax purposes as described herein by the other Company (or its Affiliates) shall be paid by such other Company an adjustment to the Claiming Company in immediately available funds in accordance with Section 4. To the extent a Company purchase price (or its Affiliatesas determined for Tax purposes) 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 3.06(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 subsequent adjustment, if any, to Equity Interests and shall act consistently therewith for all applicable Tax purposes (including filing Tax Returns) unless otherwise required by a “determination” (within the Refund claimmeaning of Section 1313(a) of the Code).

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (Upon receipt by any Tax Indemnitee of a repayment or its Affiliates) is liable hereunder. For the avoidance ------- refund of doubt, to the extent that a particular Refund all or any part of Taxes may be allocable to a Straddle Period with respect to any Indemnified Tax which the Parties may share responsibility pursuant to Sections 2 and 3Charterer shall have paid for, the portion of or advanced to, such 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 Indemnitee 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 Charterer shall have reimbursed such Tax Indemnitee pursuant to this Agreement (the “Benefited Party”)Section 12.2, then the Benefited Party such Tax Indemnitee shall pay to the other PartyCharterer, within ten (10) days of as promptly as practicable after the Final Determination of such adjustment an amount equal to receipt thereof, the amount of such reduction in repayment or refund plus any interest received by, or credited to, such Tax Indemnitee on such repayment or refund net of Taxes thereon plus the Taxes amount of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid any net tax saving realized by such 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, 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 Indemnitee as a result of the subsequent adjustment, if any, payment made to the Refund claimCharterer; provided, that (i) -------- the amount payable pursuant to this sentence (other than any amount with respect to interest) shall not exceed the amount of all prior payments made by the Charterer pursuant to this Section 12.2 with respect to refunded Taxes less the amount of all prior payments by such Tax Indemnitee to the Charterer under this Section 12.2(f)(and any excess of the amount of the repayment or refund over the limitation described in this clause (i) shall be carried forward and applied to reduce any subsequent indemnification obligations of the Charterer under Section 12.2(a)), and (ii) if such Tax Indemnitee is subsequently disallowed such refund, such disallowance shall be subject to indemnification in accordance with the terms of this Section 12.2, excluding Section 12.2(b)(other than subparagraphs (8), (16) and (21) thereof). The amount payable to the Charterer in respect of tax savings under Section 12.2(g) or refunds under this Section 12.2(f) shall, at the Charterer's request, be subject to verification by independent accountants selected by the Tax Indemnitee and reasonably acceptable to the Charterer, at the Charterer's expense unless such accountants determine that the amount payable to the Charterer is at least 5% more than the amount so computed by the Tax Indemnitee, in which event the cost of such verification will be paid by the Tax Indemnitee.

Refunds. (i) Each All refunds of Taxes of the Company Group or any of its Subsidiaries for any Pre-Closing Tax Period (or the portion of any Straddle Period ending on 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 (whether in the form of cash received or as a credit applied against any Tax otherwise payable, and its Affiliates) (the “Claiming Company”whether received in respect of or reelected on an originally filed Tax Return or amended Tax Return, or arising as a result of a Tax Contest) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance property of doubtSeller, except to the extent such refund or reduction in any Tax otherwise payable (i) is reflected in the calculation of the amounts reflected in the Preliminary Adjustment Statements, as applicable, as finally determined, or was taken into account in determining the amounts required to be paid by Acquiror under Section 10.1(b), or (ii) is attributable to the carryback of any net operating loss or other Tax attribute generated in a post-Closing Tax Period. To the extent that Acquiror or any of its Affiliates (including the Company Group or any of its Subsidiaries following the Closing) receives a particular Refund refund that is the property of Taxes may Seller as provided hereunder, Acquiror shall pay or cause to be allocable paid to a Straddle Period Seller the amount of such refund (and any interest received from the Governmental Authority with respect to which such refund), less any reasonable out-of-pocket expenses or Taxes incurred in respect thereof. The amount due to the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be entitled Seller shall be determined payable 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 pay to the other Party, Acquiror within ten (10) days after receipt of the Final Determination refund from the applicable Governmental Authority (or, if the refund is in the form of a credit applied against a Pre-Closing Tax 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 adjustment application of the refund or other such application against a Tax); provided that such amount may be offset by amounts then owing by the Seller Indemnified Persons to Acquiror Indemnified Persons pursuant to IX. Acquiror shall, and shall cause its Affiliates (including the Company Group or any of its Subsidiaries following the Closing) to, take all commercially reasonable actions requested by Seller to timely claim any refunds that will give rise to a payment under this Section 10.1(h), provided that Seller pays all reasonable out-of-pocket costs and expenses associated therewith if the claim is not made by filing an amount equal 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 Company Group receives or realizes a Tax Reduction that is for the benefit of the Seller pursuant to this Section 10.1(h), Acquiror shall, within five (5) Business Days receiving such Tax Reduction (if it is in the form of a Tax refund), or filing the Tax 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 reduction in the Taxes of the Benefited PartyTax Reduction. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each The amount or economic benefit of any refunds of Taxes of the Company or any of its Subsidiaries relating to a Tax Return for any Pre-Closing Tax Period filed by the Company or any of its Subsidiaries before the Closing Date, or to any Tax Return on which the Stockholder Representative (for the benefit of the Stockholders) has claimed a Transaction Tax Deduction for a Pre-Closing Tax Period pursuant to Section 6.8(d)(i) (but, in such case, only to the extent such refunds solely relate to such claimed Transaction Tax Deductions), shall be for the account of the Stockholder Representative (for the benefit of the Stockholders); provided that the amount or economic benefit of any such refunds shall be for the account of Parent to the extent such refunds are for non-income Taxes and have already been included as an asset in the determination of the Net Working Capital Amount as shown on the Conclusive Statement; provided further that Parent shall pay, or shall cause the Surviving Corporation to pay, to the Stockholder Representative (for the benefit of the Stockholders), within five (5) Business Days of the receipt thereof, any such refunds that are for the account of the Stockholder Representative. The amount or economic benefit of any refunds of Taxes of the Company (and including as the Surviving Corporation) or any of its Affiliates) Subsidiaries for any taxable period beginning after the Closing Date shall be for the account of the Parent Indemnitees. The amount or economic benefit of any refunds of Taxes of the Company or any of its Subsidiaries for any Straddle Period (other than any included in the “Claiming Company”preceding sentences of this clause (e)) shall be entitled to Refunds that relate to Taxes apportioned between Parent (on behalf of the Parent Indemnitees) and the Stockholder Representative (for which it (or its Affiliatesthe benefit of the Stockholders) is liable hereunderin a manner consistent with the allocation provisions of Section 6.8(c). For the avoidance of doubt, an amount or economic benefit attributable to any refunds of Taxes, other than refunds of estimated Taxes or other Taxes received solely as a result of the provisions of Section 6.8(d)(i), resulting from the Parent filing an amended Tax Return after the Closing Date relating to a taxable year of the Parent ending before the Closing Date shall be for the account of the Parent, notwithstanding that the items reflected on such amended Tax Return giving rise to such refund or economic benefit may not be attributable 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 each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or Parent prior 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 RefundClosing Date. (ii) Notwithstanding Section 3.06(a)(i)To the extent that there are Transaction Tax Deductions that remain available to be carried forward to a Post-Closing Tax Period, Parent shall cause the Surviving Corporation to carry forward any net operating losses attributable to the extent a claim for a Refund results in a Correlative Detriment Transaction Tax Deductions to future Tax periods, subject to applicable requirements and limitations of Tax law. Parent shall pay, or shall cause the Surviving Corporation to pay, an amount to the other Company Stockholder Representative (or its Affiliates), any such Refund that is received by for 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 pay to the other Party, within ten (10) days benefit of the Final Determination of such adjustment an amount Stockholders) equal to the amount of such reduction in the Taxes Surviving Corporation’s (and its Affiliates’) Tax liability in any such Tax period attributable to the carry forward of any net operating loss attributable to any Transaction Tax Deduction, provided that for purposes of computing the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to amounts payable under this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a6.8(e)(ii), such Company Parent, the Surviving Corporation and their Affiliates shall be deemed to have actually received a Refund use all other deductions, amortizations, exclusions from income or other Tax allowances of Parent, the Surviving Corporation and their Affiliates (to the extent thereof such deductions, amortizations, exclusions from income or other Tax allowances are entitled to be used under applicable Tax law) prior to the use of any Transaction Tax Deductions or net operating loss carryforwards attributable to the Transaction Tax Deductions (i.e., any reduction in Tax liability attributable to any Transaction Tax Deductions shall be determined on a with and without basis, based on the date on which the overpayment is applied to reduce Taxes otherwise payable. (v) Surviving Corporation’s effective tax rate for such Tax period). Notwithstanding anything to the contrary in this AgreementSection 6.8(e)(ii), any Company that has claimed Parent (or caused one the Surviving Corporation, as applicable) shall only be obligated to make a payment pursuant to this Section 6.8(e)(ii) for any reduction in the Surviving Corporation’s (and its Affiliates’) Tax liability for a taxable year ending on or more of its Affiliates before December 31, 2016. Any payment to claimthe Stockholder Representative pursuant to this Section 6.8(e)(ii) a Refund shall be liable for any Taxes that become due paid by Parent (or Surviving Corporation at the direction to Parent) and payable as delivered, together with a result schedule detailing the calculation of the subsequent adjustmentreduction in Tax liability, if any, to within ten (10) Business Days of the Refund claimfiling date of the Tax Return (including any estimated Tax Return) reflecting the reduction of the Surviving Corporation’s Tax liability.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) If any Indemnitee shall be entitled to Refunds that relate to Taxes for which it receive a refund or credit (or its Affiliates3would have received such refund or credit but for a counterclaim or other claim not indemnified by Lessee hereunder (a "deemed refund or credit")) 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 all or any part of any Taxes paid, reimbursed or advanced by Lessee, in each case, whether by means of a deduction, credit, refund or otherwise, and which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 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 was not taken into account the facts as utilized for purposes of claiming in computing such Refund. (ii) Notwithstanding Section 3.06(a)(i)payment or indemnity, 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 Indemnitee shall pay to Lessee within 30 days of such receipt or, in the other Partycase of a deemed refund or credit, within ten (10) 30 days of the Final Determination resolution of such adjustment contest, an amount equal to the lesser of (A) the amount of such reduction in the Taxes refund or credit or deemed refund or credit actually realized by such Indemnitee, plus any additional tax savings actually realized by such Indemnitee as a result of the Benefited Party. any payment made pursuant to this sentence (ivincluding clause (A)), and (B) Any Refund such tax payment, reimbursement or portion thereof advance by Lessee to which a Claiming Company is entitled such Indemnitee theretofore made pursuant to this Section 3.06(a6(b) that is received or deemed to have been received as and the excess, if any, of the amount described herein by in clause (A) over the other Company amount described in clause (or its AffiliatesB) shall be paid by carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such 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, if received, would have been payable by such Company to the Claiming Company Indemnitee pursuant to this Section 3.06(a6(b)). If, in addition to such refund or credit (or deemed refund or credit), such Company Indemnitee shall receive or be credited with (or would have received but for a counterclaim or other claim not indemnified by Lessee hereunder) an amount representing interest on the amount of such refund or credit or deemed refund or credit, as the case may be, such Indemnitee shall pay to Lessee within 30 days of such receipt or, in the case of a deemed refund or credit, within 30 days of the resolution or such contest, that portion of such interest that shall be deemed fairly attributable to have actually received a Refund Taxes paid, reimbursed or advanced by Lessee prior to the extent thereof on the date on which the overpayment is applied receipt of such refund or credit or deemed refund or credit. Each Indemnitee agrees to reduce Taxes otherwise payable. (v) Notwithstanding anything to the contrary reasonably cooperate with Lessee in this Agreement, claiming and pursuing any Company that has claimed (such refunds or caused one or more credits of its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, or indemnifiable pursuant to the Refund claimthis Section 6(b).

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Sellers shall be entitled to Refunds that relate to receive any refunds of Taxes for which it any Pre-Closing Tax Period, whether received by the Buyer, the Companies, or any of their respective Affiliates, and whether received in the form of a refund, offset, credit, receipt of payment, or otherwise, along with any interest paid with respect thereto by the relevant Governmental Authority net of any associated Taxes and other expenses incurred by the Buyer, the Companies, or any of their Affiliates (or its Affiliates) is liable hereundera “Tax Refund”), unless such Tax Refund was specifically reflected as an asset within Net Working Capital. For The Buyer, the avoidance of doubtCompanies, and their respective Affiliates shall cause any Tax Refunds to be paid promptly to the extent that a particular Refund Sellers’ Representative. In the case of Taxes may be allocable to a any Straddle Period with respect Period, the amount of Tax Refunds to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be appropriate Sellers are entitled shall be determined by comparing in the amount of payments made by a Party to a Tax Authority or same manner as Taxes are allocated to the other Party (Sellers with respect to such Straddle Period under Section 9.2(b). The Buyer, the Companies, and reduced by their respective Affiliates shall promptly execute such documents, take commercially reasonable additional actions, and otherwise reasonably cooperate as may be necessary to perfect their rights in and obtain all Tax Refunds. Neither the amount Buyer, the Companies, nor any of payments received from their respective Affiliates shall forfeit, fail to collect, or otherwise minimize or delay any Tax Refund. The Buyer, the other Party) pursuant Companies, and their respective Affiliates shall provide the Sellers with such assistance or access to Sections 2 and 3 records or information as may be reasonably requested in connection with the review of any Tax liability Return, including the filing of such Party as determined under Section 2.0125041432.12 any claim for refund, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i), to determining 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled Tax Refunds payable pursuant to this Section 3.06(a) 9.8. The amount of any Tax liabilities included in the Net Working Capital that is received or deemed are not actually paid to have been received as described herein by the other Company (or its Affiliates) relevant Governmental Authority shall be paid by such 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 treated 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 Refund to the Claiming Company pursuant to which 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 payable9.8 applies. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Sellers shall be entitled to Refunds that relate any refunds or credits of or against any Excluded Taxes (plus any interest received with respect thereto) and Buyer shall, at the Company’s expense, file, or cause to Taxes be filed, any claims for which it such refunds or credits reasonably requested by Sellers; (or its Affiliatesii) is liable hereunder. For the avoidance of doubt, except to the extent that a particular Refund set forth in Section 12(c)(i) hereof, Buyer or an Acquired Subsidiary shall be entitled to any refunds or credits of Taxes may 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 cause to be allocable 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 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 this Section 12) after receipt thereof; (iv) refunds or credits for 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction allocated in the manner in which Taxes are allocated as set forth in the definition of the Benefited Party. “Excluded Taxes” in Section 4(d)(i) hereof; and (ivv) Any Refund Buyer shall not elect to carry back any item of loss, deduction or credit of Buyer, an Acquired Subsidiary or any of their affiliates which arises in any Tax period or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received ending after the Cut-Off Date into any Tax period or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 portion 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 subsequent adjustmentCompany, if anyan Acquired Subsidiary, to or any of their affiliates ending on or before the Refund claimCut-Off Date.

Refunds. (ia) Each Except as provided in Section 10.1(c) and 10.3(b), any Tax refund or credit (including any interest with respect thereto) relating to the Company (and its Affiliates) (or any Company Subsidiary for any taxable period or portion thereof ending on or prior to the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubtFirst Closing Date, to the extent that in excess of amounts reflected therefor in the Final Adjusted Book Value, shall be the property of Seller, and if received by Buyer, the Company or any of the Company's Subsidiaries such Tax refund or credit shall be paid over promptly to Seller together with interest thereon at the rate of 6% per annum compounded daily, calculated on the basis of the actual number of days elapsed and a particular Refund 360 day year, for the period from and including the date which 10 Business Days after such tax refund or credit was received by Buyer or the Company or one of Taxes may be allocable 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 Straddle Period with respect to which the Parties may share responsibility deemed sale of assets pursuant to Sections 2 section 338(h)(10) of the Code (or any similar provision under state or local law), Buyer agrees, at Seller's request and 3expense, that it will or will cause the portion 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 Refund date), or (ii) Tax benefits or Tax attributes that would not have otherwise been available to which each Party will be entitled Buyer had the sale been treated as a deemed sale of assets. Any Tax refund resulting from such carryback shall be determined by comparing paid to Buyer to the amount extent of any 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) Buyer pursuant to Sections 2 and 3 with the Tax liability of such Party Section 10.7(d). Except 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction provided in the Taxes immediately preceding sentence, Buyer, the Company, the Company Subsidiaries and any of the Benefited Partytheir Affiliates shall have no obligation to carryback any loss or other Tax item. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (ia) Each Company (and The Acquiror or its Affiliates) (the “Claiming Company”) Subsidiaries, as applicable, shall be entitled to Refunds that relate any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which the Prices, the AGC Sellers or the Transferred Entity Sellers become entitled, of or with respect to Taxes for which it (or its Affiliates) is liable hereunder. For of the avoidance of doubt, Price Entities except to the extent that a particular Refund such refunds or credits are attributable to Excluded Taxes or Taxes paid by the Price Group (except for Taxes set forth on Schedule 10.1(a)). The Acquiror or its Subsidiaries, as applicable, shall be entitled to any refunds, the benefit of Taxes may any credits actually realized in cash and any amounts credited against Tax of the Acquiror or any 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 allocable entitled to a Straddle Period any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which the Acquiror or any of its Subsidiaries become entitled, of or with respect to which Taxes of the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 Price Entities to the other Party (and reduced extent such refunds or credits are attributable to Excluded Taxes or Taxes paid 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 Price Group (except for purposes of claiming such RefundTaxes set forth on Schedule 10.1(a)). (iic) Notwithstanding Section 3.06(a)(i), The Acquiror and its Subsidiaries shall promptly forward to the extent a claim for a Refund results in a Correlative Detriment Prices, the AGC Sellers or the Transferred Entity 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 other Company Acquiror (or its Affiliates), as applicable) any such Refund that is received by the Claiming Company (or its Affiliates) shall, and only amounts 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 Acquiror or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 claimSubsidiaries (including the Price Entities) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimare entitled under Section 10.4(a).

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Sellers shall be entitled to Refunds that relate to receive any refunds of Taxes for which it any Pre-Closing Tax Period, whether received by the Buyer, the Companies, or any of their respective Affiliates, and whether received in the form of a refund, offset, credit, receipt of payment, or otherwise, along with any interest paid with respect thereto by the relevant Governmental Authority (a “Tax Refund”), unless such Tax Refund was specifically reflected as an asset within Net Working Capital 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 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 the appropriate Sellers. In the case of any Straddle Period, the amount of Tax Refunds to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be appropriate Sellers are entitled shall be determined by comparing in the amount of payments made by a Party to a Tax Authority or same manner as Taxes are allocated to the other Party (Sellers with respect to such Straddle Period under Section 8.2(b). The Buyer, the Companies, and reduced by their respective Affiliates shall promptly execute such documents, take commercially reasonable additional actions, and otherwise reasonably cooperate as may be necessary to perfect their rights in and obtain all Tax Refunds. Neither the amount Buyer, the Companies, nor any of payments received from their respective Affiliates shall forfeit, fail to collect, or otherwise minimize or delay any Tax Refund. The Buyer, the other Party) pursuant Companies, and their respective Affiliates shall provide the Sellers with such assistance or access to Sections 2 and 3 records or information as may be reasonably requested in connection with the review of any Tax liability Return, including the filing of such Party as determined under Section 2.01any claim for refund, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i), to determining 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled Tax Refunds payable pursuant to this Section 3.06(a) 8.7. The amount of any Tax liabilities included in the Net Working Capital that is received or deemed are not actually paid to have been received as described herein by the other Company (or its Affiliates) relevant Governmental Authority shall be paid by such 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 treated as a credit toward or a reduction in Taxes otherwise payable (or Tax Refund to which this Section 8.7 applies. The amount of 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 3.06(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 reduced by the expenses incurred by the Buyer, the Companies or their respective Affiliates, including any Taxes that become due and payable as a result Tax resulting from the receipt of the subsequent adjustment, if any, to the Refund claimTax Refund.

Refunds. The amount or economic benefit of any Tax refund (iwhether in cash or as a credit against or offset to any Tax) Each Company (and its Affiliates) (in respect of any Tax of the “Claiming Company”) Acquired Companies attributable to any Pre-Closing Tax Period received by Buyer, the Acquired Companies or any of their respective Affiliates shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance account of doubtSeller, 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 each Party will be entitled shall be determined by comparing refund exceeds 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 refund of such Party Taxes reflected as determined under Section 2.01, taking into account an asset on the facts as utilized for purposes books 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) shallAcquired Companies, 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 recipient thereof shall pay such amount (including any interest received thereon, but less any Taxes, reasonable costs or expenses incurred by Buyer, the Acquired Companies or any of their respective Affiliates in connection with obtaining such Tax refund) over to the other Party, Seller within ten (10) days of after any such refund is received, credited or applied as an offset, as the Final Determination of case may be. Buyer shall elect not to carry any loss, credit or other Tax benefit item from a Post-Closing Tax Period (a “Post-Closing Tax Refund”) back to a Pre-Closing Tax Period, except in any case where it is required by Law to carry back such adjustment an amount equal Post-Closing Tax Refund, in which case any refund due that is attributable to such Post-Closing Tax Refund will be payable to Buyer. Notwithstanding anything in this Agreement to the amount of such reduction contrary, in the Taxes of event that any such Tax refund is subsequently determined by any Governmental Entity to be less than the Benefited Party. (iv) Any Refund or portion amount paid by the recipient thereof to which a Claiming Company is entitled Seller pursuant to this Section 3.06(a11.4, Seller shall return any such disallowed amounts (plus any interest and penalties in respect of such disallowed Tax refunds owed to a Governmental Entity) that is received or deemed to have been received as described herein by such payor within ten (10) Business Days after receipt of written notice from such payor requesting the other Company (or its Affiliates) shall be paid by such 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, 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 payablesame. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each 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 relating to Taxes paid by the Company or any member of the PHP Group with respect to a Pre-Closing Tax Period or Company Tax Period or that appeared as a liability on the Closing Balance Sheet or for which Shareholders are responsible under Section 5.3(c) and its Affiliates) (which were paid to a Buyer Indemnified Party in connection with a claim for indemnification under Section 5.3(c). If, after the “Claiming Company”) shall be entitled to Refunds that relate Closing Date, the Shareholders receive any refund relating to Taxes for which it (Buyer and the Company are responsible under Section 5.3(d) and which were paid to Shareholders in connection with a claim for indemnification under Section 5.3(d), the Shareholders shall promptly transfer the amount of such refund to Buyer. If, after the Closing Date, Buyer or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund Company receives any refund of Taxes may be allocable to a Straddle Period (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 Parties may share responsibility pursuant to Sections 2 and 3, Buyer or the portion of such Refund to which each Party will be entitled Company shall be determined by comparing promptly transfer the amount of payments made by a Party to a such Tax Authority or refund to the other Party (Shareholders without setoffs or counterclaims. For purposes of this Section 5.3, refunds of Tax include refunds of estimated Tax and reduced by the amount tentative refunds 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 6411 of the facts as utilized for purposes of claiming such RefundCode. (ii) Notwithstanding Buyer and Shareholders will equitably apportion any refund or credit with respect to Taxes (and related expenses) for any Straddle Period in accordance with the principles of Section 3.06(a)(i)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 the extent a Buyer Indemnified Party in connection with a claim for a Refund results in a Correlative Detriment to the other Company indemnification under Section 5.3(g) or (or its Affiliatesh), 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 Except as expressly set forth in Section 5.3(c), 5.3(l)(i) or (ii), Buyer and the event of an adjustment Company shall be entitled to receive and retain any refunds relating to Taxes pursuant 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 Final Determination for which one Party is responsible under this Agreement which would have given rise to a Refund but for an offset against Pre-Closing Tax Period without the Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days consent of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited PartyAgent. (iv) Any Refund or portion thereof to which a Claiming Company It is entitled pursuant to this the intention of the parties in Section 3.06(a5.3(l)(i) and (ii) and Section 5.3(c) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) Shareholders shall be paid by such other Company entitled to the Claiming Company in immediately available funds in accordance refunds of Tax with Section 4. To the extent respect to 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 Pre-Closing 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 3.06(a), such Company shall be deemed to have actually received a Refund Period to the extent thereof such Tax was previously paid under a claim for indemnification, the Tax was taken into account as a liability in the Closing Balance Sheet in computing Closing Book Value or the Tax was not reflected as an Asset (including in deferred tax assets) on such Closing Balance Sheet. It is not the date on which intention of the overpayment is applied to reduce Taxes otherwise payable. (v) Notwithstanding anything to parties that the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim) a Refund Shareholders shall be liable effectively paid twice for any Taxes that become due and payable the same Asset. For example, 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 subsequent adjustmentClosing Balance Sheet, if any, the Shareholders shall not be entitled to such refund because the refund was previously credited to the Refund claimShareholders in the calculation of the Aggregate Consideration in accordance with Sections 2.3(b), (e) and (g).

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Parent shall be entitled to Refunds retain, or receive prompt payment (but no later than fifteen (15) Business Days after receipt thereof or, with respect to a Tax Credit, no later than fifteen (15) Business Days after the filing of an applicable Tax Return reflecting a reduction in cash Taxes payable by Purchaser or any of its Affiliates due to utilization of such Tax Credit) from 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 relate to Taxes for which it such payment shall be net of any costs and expenses (including Taxes) incurred by Purchaser or any of its Affiliates) is liable hereunder. For the avoidance of doubt, Affiliates in obtaining or receiving such refund or Tax Credit and shall only include refunds or Tax Credits to the extent that a particular Refund of Taxes may be allocable such refund or Tax Credit (i) was not taken into account in determining the Closing Purchase Price, (ii) is not attributable to a Straddle Period carryback of any losses, credits or other Tax attributes from any period (or portion thereof) beginning after the Closing Date, (iii) is not attributable to any losses, credits or other Tax attributes relating to Purchaser or its Affiliates (other than the Transferred Entities), (iv) is a refund of or Tax Credit with respect to which Tax liabilities that were paid by or on behalf of the Parties may share responsibility Transferred Entities prior to the Calculation Time, were specifically included in determining the Final Purchase Price (through Indebtedness, Transaction Expenses or Working Capital), or were paid by Parent pursuant to Sections 2 Article X, and 3, (v) is not required to be paid over to any Person other than Parent or any of its Affiliates under any Contract entered into prior to the portion of such Refund Closing to which each Party will be any of the Transferred Entities is a party. If Parent determines that any Transferred Entity is 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 file a claim for refund or an amended Tax Return providing for a Refund results 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 a Correlative Detriment 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 other Company (or its AffiliatesTransferred Entities), 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 any refund of an adjustment relating any Tax or Tax Credit is subsequently disallowed or determined by a Governmental Entity 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to less than the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof taken into account to which make a Claiming Company is entitled payment pursuant to this Section 3.06(a) that is received 8.11, Parent shall promptly return such excess to Purchaser, together with any applicable interest or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid penalties imposed by such 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, 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 payableGovernmental Entity. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and If the Noteholder determines, in its Affiliates) (the “Claiming Company”) shall be entitled sole discretion, exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to Refunds that relate to Taxes for which it (has been indemnified by the Issuer 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 Issuer has paid Additional Amounts pursuant to Sections 2 and 3this Section 2.10 (Taxes), the portion of it shall promptly pay over such 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 refund to the other Party Issuer (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 but only to the extent thereofof indemnity payments made, be paid or Additional Amounts paid, by the Issuer under this Section 2.10 (Taxes) with respect to the other Company (Taxes or its Affiliates) that incurs such Correlative Detriment. (iii) In the event of an adjustment relating to Other Taxes pursuant to a Final Determination for which one Party is responsible under this Agreement which would have given giving 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”such refund), then net of all out-of-pocket expenses (including Taxes) of the Benefited Party shall pay Noteholder and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Issuer, upon the request of the Noteholder, agrees to repay the amount paid over to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled Issuer pursuant to this Section 3.06(a2.10(e) that is received (Refunds) (plus any penalties, interest or deemed to have been received as described herein other charges imposed by the other Company (or its Affiliatesrelevant Governmental Authority) shall be paid by such other Company to the Claiming Company Noteholder in immediately available funds in accordance with Section 4the event the Noteholder is required to repay such refund to such Governmental Authority. 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 3.06(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 AgreementSection 2.10(e) (Refunds), in no event will the Noteholder be required to pay any Company that has claimed amount to the Issuer pursuant to this Section 2.10(e) (Refunds), the payment of which would place the Noteholder in a less favorable net after-tax position than the Noteholder would have been in if any indemnification payment or Additional Amounts giving rise to such refund had never been paid. This Section 2.10 (Taxes) shall not be construed to require the Noteholder to make available its tax returns (or caused one or more of any other information relating to its Affiliates to claimTaxes which it deems confidential in its sole and absolute discretion) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimIssuer or any other Person.

Refunds. (i) Each Company (and its Affiliates) (After the “Claiming Company”) Closing Date, excluding any Purchaser Tax Refunds, the Sellers shall be entitled to Refunds that relate to Taxes for which it all Tax refunds (or its AffiliatesOverpayment Credits) 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 Company with respect to Sections 2 and 3, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a any Pre-Closing 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 Period but only to the extent thereofsuch Tax refunds (or Overpayment Credits) (1) are received(or, be in the case of Overpayment Credits, utilized) by Purchaser or the Company and (2) are attributable to (A) Taxes paid by, on behalf of, or with respect to the other Company (on or its Affiliates) that incurs such Correlative Detriment. (iii) In prior to the event of an adjustment relating to Taxes Closing Date or otherwise paid by Sellers 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 Section 9.02, (B) Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 included in the date on which calculation of Final Debt or Final Net Working Capital, or (C) Taxes indemnified by the overpayment Sellers under this Agreement. Purchaser will pay over to the Sellers any such Tax refund promptly (but in all cases within fifteen (15) Business Days) after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within fifteen (15) Business Days) upon filing the applicable Tax Return where such Overpayment Credit is applied used to reduce Taxes otherwise payable. (v) Notwithstanding anything ); provided that, any such payments to the contrary in this Agreement, Sellers shall be reduced by any Company that has claimed Taxes (including withholding Taxes) and reasonable costs and expenses attributable to the receipt or delivery of such Tax refund (or caused one application of Overpayment Credits). Should Purchaser or more the Company or any of their Affiliates be required by a Governmental Entity to return or pay over any such Tax refund or Overpayment Credit, the Sellers shall pay over to Purchaser (or its Affiliates designee) the full amount of any such Tax refund or Overpayment Credit required to claimbe returned or paid over (along with any applicable interest, penalties or additions thereon) a Refund shall be liable within five (5) Business Days of receipt of request for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to same from the Refund claimPurchaser.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Except as provided in Section 2.5(c), any Refunds for any Pre-Separation Period shall be entitled to Refunds that relate to Taxes allocated between New Viacom and CBS in accordance with this Section 2.5(b). The Old Viacom Tax Liability, the New Viacom Adjusted Tax Liability, and CBS Adjusted Tax Liability, each for which 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 taxable period to which the Parties may share responsibility pursuant to Sections 2 and 3Refund relates, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party recomputed 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 take into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i), to Refund and 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 pay to the other Party, within ten (10) days underlying Income Tax items. New Viacom’s share of the Final Determination of such adjustment an amount Refund shall be equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustmentexcess, 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 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 (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 paid or payable by the IRS with respect to a Refund claimdescribed in this Section 2.5(b) shall be allocated between New Viacom and CBS by 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 interest relates is allocated. If New Viacom or CBS receives any Refund and interest 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 other party’s share of such Refund, net of any net Income Taxes imposed on such share of the Refund and interest related thereto and of any third-party costs and expenses related thereto, within five (5) Business Days after the date such Refund is Actually Received.

Refunds. To the extent any Tax is refunded (iin cash or by way of a credit of Taxes) Each Company to Seller or its Affiliates or to Buyer or its Affiliates (including the Acquired Entities following the Closing) after the Closing Date, such refund shall be paid to Seller or Buyer, respectively, based on whether Seller, on one hand, or Buyer and its AffiliatesAffiliates (including the Acquired Entities), on the other hand, would be liable for such Tax under this Agreement if instead of being refunded it actually became due (provided that any refunds of Taxes reflected as a liability on the Balance Sheet shall be for the account of Seller). Such amounts shall be paid to the party entitled thereto within thirty (30) days following receipt (or, in the “Claiming Company”) case of a credit, following the end of the year in which such credit arises). Any refund of Taxes in respect of the Acquired Entities that is attributable to a Straddle Period shall be equitably apportioned between Buyer and Seller in a manner consistent with the principles of Section 6.6 and this Section 6.7. By way of example and not limitation, if an Excluded Tax is refunded, Seller shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) such refund. If any portion of any refund is liable hereunder. For the avoidance of doubtsubsequently disallowed, then amounts previously paid hereunder in respect thereof shall be promptly reimbursed to the extent that a particular Refund paying party. Buyer shall cooperate, and shall cause each of the Acquired Entities to cooperate, with commercially reasonable requests by Seller to pursue refunds 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 each Party will Seller would be entitled shall be determined by comparing the amount of payments made by a Party under this Section 6.7 provided that, prior 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), pursuing any such Refund that is received by refund, Seller has agreed to reimburse Buyer and 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 Acquired Entities for any Taxes that become due resulting from the receipt of such refunds (and payable as a result any Taxes thereon, net of the subsequent adjustment, if any, Tax benefit of paying such refund to the Refund claimSeller) and to reimburse Buyer for third-party out of pocket costs incurred to pursue such refund.

Refunds. Subject to Section 8.2(f)(ii), Buyer shall pay (ito the extent such amounts were not taken into account in determining the Final Working Capital) Each to Seller the amount of any Tax refund, credit or offset (including any interest paid or credited with respect thereto but reduced by any Taxes that Buyer, and any Company (and its Affiliates) (the “Claiming Company”) or Subsidiary shall be required to pay with respect thereto) received or, in the case of a credit or offset, utilized, by Buyer or any Company or Subsidiary, within 30 days after receipt or such utilization to the extent such refund is received, or such credit or offset results in a reduction of Taxes, with respect to Taxable periods or portions thereof ending on or before the Closing Date (including any Taxes allocated to such period) and shall pay (to the extent such amounts were not taken into account in determining the Final Working Capital) to Seller the benefit of any Taxes in respect of Taxable periods or portions thereof beginning on or after the Closing Date actually paid by Seller or the Company on or before the Closing Date (provided that this provision shall not require Buyer to pay any amounts attributable to net operating losses, net capital losses, credits or other similar items carried forward into Taxable periods or portions thereof beginning on or after the Closing Date). Buyer shall, if Seller so requests and at Seller's expense, cause the relevant entity to file for and use its reasonable efforts to obtain and expedite the receipt of any refund to which Seller is entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubtunder this Section 8.2(f)(i), but only to the extent that Buyer is not materially prejudiced by taking such action. All refunds, credits or offsets of the Company and its Subsidiaries received or, in the case of a particular Refund of Taxes may be allocable to a Straddle Period credit or offset, utilized, with respect to which Taxable periods or portions thereof beginning after the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be entitled Closing Date shall be determined by comparing for the account of Buyer and Seller shall pay to Buyer the amount of payments made by a Party to a Tax Authority any such refunds (including any interest paid or to the other Party (and credited with respect thereto, but reduced by the amount of payments received from the other Partyany Taxes that Seller shall be required to pay with respect thereto) 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 (Seller 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claimwithin 30 days after receipt.

Refunds. (i) Each Company (and If a Creditor Party determines, in its Affiliates) (the “Claiming Company”) shall be sole discretion exercised in good faith, that it is entitled to Refunds that relate to claim a refund from a taxation authority of any Taxes for which it has been indemnified by a Security Party, or with respect to which a Security Party has paid increased amounts, pursuant to this Section 23, it shall promptly notify the Security Party of the availability of such refund claim and shall make the appropriate claim to such taxing authority for such refund. If a Creditor Party receives a refund (or its Affiliates) is liable hereunder. For the avoidance of doubt, including pursuant to a claim for refund made pursuant to the extent that preceding sentence) in respect of any Tax as to which it has been indemnified by a particular Refund of Taxes may be allocable to a Straddle Period Security Party, or with respect to which the Parties may share responsibility pursuant to Sections 2 and 3Security Party has paid increased amounts, the portion of such 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by 23, it shall within 30 days from the other Company (or its Affiliates) shall be paid by date of such other Company receipt pay over such refund to the Claiming Company in immediately available funds in accordance with Section 4relevant Security Party net of all out-of-pocket third-party expenses of such Creditor Party. To Such Security Party, upon the extent a Company (or its Affiliates) applies or causes request of such Creditor Party, shall repay 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 Creditor Party the Claiming Company amount paid over pursuant to this Section 3.06(a)Clause 23.4 (plus any penalties, interest or other charges imposed by the relevant taxing authority) in the event that such Company shall be deemed Creditor Party is required to have actually received a Refund repay such refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable. (v) such taxing authority. Notwithstanding anything to the contrary contained in this AgreementClause 23.4, in no event will a Creditor Party be required to pay any Company that has claimed amount to a Security Party pursuant to this Clause 23.4 the payment of which would place the Creditor Party in a less favorable net after-tax position than the Creditor Party would have been in if the 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 Clause 23.4 shall not be construed to require any Creditor Party to make available its tax returns (or caused one or more of its Affiliates any other information relating to claimtaxes that it deems confidential) a Refund shall be liable for to any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimperson.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Seller shall be entitled to Refunds that relate the amount of any refund of Taxes (including estimated Taxes of a Group Company paid prior to Taxes the Closing Date) of each Group Company with respect to a Pre-Closing Period which refund is received by the Purchaser or any Purchaser Parent Affiliate (including any Group Company) after the Closing, which refund shall also include for which it (or its Affiliates) is liable hereunder. For the avoidance of doubtdoubt any interest received from a Taxing Authority related to such refund. For purposes of this Section 9.3.3, a refund of Taxes shall be deemed to be received to the extent that a particular Refund of refund that would otherwise have been received is applied, at the recipient’s or its affiliate’s election, to offset or reduce Taxes may be allocable relating to a Straddle Period with respect to which any period ending after the Parties may share responsibility pursuant to Sections 2 Closing Date. The Purchaser Parent and 3the Purchaser shall, and shall cause the portion of such 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 to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 Group Companies to, reasonably cooperate with the Tax liability of such Party as determined under Section 2.01, taking into account Seller Parent and the facts as utilized for purposes of claiming such RefundSeller in obtaining refunds relating to Pre-Closing Periods. (ii) Notwithstanding Section 3.06(a)(i)If as a result of one or more final decision(s) by a Taxing Authority or otherwise, to all or a portion of the extent a claim Reserve Deductible Amount in respect of the “provision for a Refund results in a Correlative Detriment to the other Company (or its Affiliates), any such Refund that corporation tax” 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 not payable 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 Taxing Authority, the Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party Purchaser shall promptly pay to the other Party, within ten (10) days of the Final Determination of such adjustment Seller an amount equal to the amount that is not payable multiplied by the Reserve Deductible Fraction. (iii) The Purchaser Parent shall notify the Seller Parent in writing without undue delay of such reduction receipt of any such Tax refund or such removal or cancellation of such specific Tax Reserve. Notwithstanding the foregoing, upon the request by the Seller Parent (which, for any period other than the period ending December 31, 2010, shall be limited to one request per calendar year), the Purchaser Parent shall notify the Seller Parent in the Taxes writing within ten (10) Business Days after such request, which written notification of the Benefited PartyPurchaser Parent to the Seller Parent shall: (A) state whether any refund has been received relating or attributable to a Pre-Closing Period of a Group Company since the Closing Date; and (B) provide all information reasonably requested by the Seller Parent in connection with the removal, elimination of cancellation of any Tax Reserve, together with all supporting information relating thereto. (iv) Any Refund or portion thereof amount payable to which a Claiming Company is entitled the Seller pursuant to this Section 3.06(a9.3.3 shall be due within ten (10) that is Business Days (i) after the Tax refund has been (deemed) received or deemed to have been received as described herein by the other Purchaser, the Purchaser Parent or any Purchaser Parent Affiliate or the relevant Group Company or after receipt of the Tax assessment containing the relevant decision of the Taxing Authority or (ii) after the removal or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4cancellation of any Tax Reserve. 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 Any payment required pursuant to this Section 3.06(a), such Company 9.3.3 shall be deemed to have actually received include interest at a Refund to the extent thereof on rate of four percent (4%) per year from the date on which such payment is due through the overpayment is applied to reduce Taxes otherwise payabledate of payment. (v) Notwithstanding anything Any payment made pursuant to this Section 9.3.3 shall be deemed to be an adjustment 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 subsequent adjustment, if any, to the Refund claimAggregate Purchase Price.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled If any Agent or Lender determines, in such Person’s sole discretion, exercised in good faith, that it has received a refund of any Taxes as to Refunds that relate to Taxes for which it has been indemnified by the Borrower pursuant to this Section 9.1 (or its Affiliates) is liable hereunder. For including by the avoidance payment by the Borrower of doubt, additional amounts pursuant to this Section 9.1 and including the payment of any Section 305 Indemnity Amount only to the extent that a particular Refund of Taxes may be allocable the applicable refund is attributable 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 each Party will be entitled shall be determined by comparing reduction in the amount of payments made by a Party to a Tax Authority or Section 305 Income underlying the final calculation of such Section 305 Indemnity Amount), it shall pay over such refund to the other Party Borrower (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 but only to the extent thereof, be paid 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 (other Company than any interest 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 the Borrower (plus any penalties, interest or its Affiliatesother charge imposed by the relevant Government Authority) that incurs to such Correlative Detriment. (iii) In Agent or Lender, as the case may be, in the event of an adjustment relating such Agent or Lender, as the case may be, is required to Taxes pursuant repay such refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4Government Authority. 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 3.06(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 Agreementparagraph (i), in no event will an Agent or Lender be required to pay any Company that has claimed 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 otherwise imposed and the indemnification payments or 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 caused one any Tax Affiliate of a Lender) to make available its Tax returns (or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimindemnifying party or any other Person.

Refunds. (i) Each Company (and its Affiliates) (If the “Claiming Company”) shall be Administrative Agent or any Lender becomes aware that it is entitled to Refunds that relate claim a refund from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to Taxes for which it (has been indemnified by the Borrower 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 Borrower has paid additional amounts pursuant to Sections 2 and 3, this subsection 2.7B it shall promptly notify the portion Borrower of the availability of such Refund refund claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund at the Borrower’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 each Party will be entitled 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 be determined by comparing the amount of payments made by a Party to a Tax Authority or pay over such refund to the other Party Borrower (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 but only to the extent thereofof indemnity payments made, be paid 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 Company 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 its Affiliates) that incurs such Correlative Detriment. (iii) In the event of an adjustment any other information relating to Taxes pursuant to a Final Determination for its taxes 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 pay it deems confidential) to the Borrower or any other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited PartyPerson. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, all the expenses in relation to the Offer including the fees of the BRLMs and legal counsel and their respective reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective fee letters, shall be borne by the Company or in any other manner as may be directed by the SEBI. (i) Each Company (All payments made under this Agreement and its Affiliates) (the “Claiming Company”) shall be entitled Fee Letter, as applicable, are subject to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For deduction on account of any withholding taxes under the avoidance of doubtIncome-tax Act, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period 1961, applicable with respect to which the Parties may share responsibility pursuant to Sections 2 fees and 3, the portion of such 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 expenses payable. (vj) Notwithstanding anything The Company agrees that in the event of any compensation required to be paid by the Book Running Lead Managers to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the March 16 Circular and June 2 Circular, the Company shall reimburse the relevant Book Running Lead Manager for such compensation (including applicable taxes and statutory charges, if any) within five (5) Working Days of (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, if any) by the Book Running Lead Manager or (ii) the amount of compensation payable (including applicable taxes and statutory charges, if any) being communicated to the contrary Company in writing by the relevant Book Running Lead Manager. 3.2.e.1 Prior to or on the Designated Date: (a) The Escrow Collection Bank shall, upon receipt of an intimation from the Registrar and BRLMs in writing in accordance with Clause 3.2a or 3.2b of this Agreement, any after notice to the 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 each of the subsequent adjustmentSelling Shareholders forthwith but not later than one (1) Working Day from the date of receipt of such notice, if any, ensure the transfer of any Surplus Amount standing to the credit of the Escrow Accounts to the Refund claim.Account (as set out in Schedule IX hereto); (b) The Refund Bank shall, upon receipt of an intimation from the BRLMs in writing in accordance with Clause 3.2c of this Agreement, after notice to the Company, each of the Selling Shareholders and the Registrar, forthwith but not later than one (1) Working Day from the date of transfer of amounts from the Escrow Accounts, ensure the transfer of any amounts standing to the credit of the Refund Account to the Beneficiaries as directed by the BRLMs in the prescribed form (as set out in Schedule XIII hereto); (c) On receipt of the intimation of an Event of Failure from the BRLMs as per ▇▇▇▇▇▇

Refunds. Any Tax refund (iincluding any interest with respect thereto or any credit against future tax liability) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubt, relating 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 each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority Company or any Subsidiary for any taxable period ending on or prior to the other Party date of the Closing (except for any refund included on the Reference Statement of Net Assets and reduced by the amount any refund arising in respect 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 Principal Stockholders are not liable under Section 7.01, which shall be the property of Parent, and if paid to the Company or may the Principal Stockholders, shall be responsible pursuant paid over promptly to this 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 (the “Benefited Party”)or, if such fund is then the Benefited Party shall pay non-existent, to the other PartyStockholders). Notwithstanding the foregoing, within ten (10a) days 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 Final Determination 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 be the property of Parent and, if received by the Company or the Principal Stockholders, shall be paid over promptly to Parent; and (b) if, and to the extent that, as of such adjustment time, if any, as Parent shall receive a refund that would be the property of the Stockholders and payable to the Expense Fund under the Escrow Agreement or to the 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 part of such refund up to an amount equal to the amount 120% of such reduction asserted Taxes shall, at the option of Parent, be deposited by the Parent into an indemnity escrow fund for satisfaction of any amounts indemnifiable under this Article VII which have been asserted or subsequently are asserted, until the time set forth in clause (ii) of Section 7.05 of this Agreement with respect to any asserted amounts (or, if earlier, expiration of the applicable statute of limitations), at which time any balance remaining in the Taxes such indemnity escrow fund from such deposited amount after payment of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) any claims shall be paid by such other Company to into the Claiming Company in immediately available funds in accordance with Section 4. To Expense Fund under the extent a Company Escrow Agreement (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 Refundor, 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 fund 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 subsequent adjustment, if anythen non-existent, to the Refund claimStockholders).

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Sellers shall be entitled to Refunds retain, or receive ------- immediate payment from any Company, its subsidiaries or the Purchaser of, any tax refund (including, without limitation, refunds arising by reason of amended returns filed after the Closing Date) or credit of federal, state, local or foreign taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any Company or any of its subsidiaries, that relate to Taxes for which 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 were paid with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 period ending on or prior to the other Party (Closing Date 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 if Sellers were liable under this Agreement which would have given rise for the payment of such Taxes, provided that there is no corresponding increase in a Tax attributable to the Purchaser, the Companies or their subsidiaries after the Closing Date. In addition, any reduction of Taxes ("Reduced Taxes") due with respect to the ------------- assets or business of the Companies or their subsidiaries for any period or partial period ending after the Closing Date that is attributable to an adjustment on audit by a Refund but 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 an offset against periods ending on or prior to the Taxes for which Closing Date shall be credited to the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”)Sellers, then the Benefited Party and Purchaser shall pay over such Reduced Taxes to the other Party, within ten (10) days Sellers promptly after the receipt of any refund of Taxes attributable thereto or the Final Determination payment of such adjustment any Reduced Tax or the reporting of any Tax liability in an amount equal to reflecting such Reduced Taxes, less the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein reasonable expenses incurred by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustmentPurchaser, 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 Refund claimThird Party Accountant, and any such determination by the Third Party Accountant shall be final. The Purchaser shall be entitled to the benefit of any refund or credit of federal, state, local or foreign taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any Company or any of its subsidiaries, that were paid with respect to a period after the Closing Date. In addition, any tax refund for a period before the Closing Date arising out of the carryback of a loss or credit incurred by 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 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 4.4(d), 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 the Companies or their subsidiaries in a taxable period after the Closing Date.

Refunds. (i) Each Company (and its Affiliates) (The Indemnifying Parties shall, subject to the “Claiming Company”) shall next sentence, be entitled to Refunds that relate to Taxes for which 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the any Tax refund or credit for excess payments of Taxes of the Benefited Party. Company and its Subsidiaries with respect to a Pre-Closing Tax Period (ivto the extent such Taxes were (i) Any Refund not included as an asset in the calculation of the Net Working Capital, (ii) paid by the Company or its Subsidiaries prior to the Closing or by an Indemnifying Party after the Closing and (iii) which refund or credit is actually received by the Company and its Subsidiaries after the Closing), net of any cost to Purchaser and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof thereof) beginning after the Closing Date 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 a Claiming Company is the Indemnifying Parties are entitled pursuant to this Section 3.06(athe 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) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4Securityholders. To the extent a Company (such refund or its Affiliates) applies credit is subsequently disallowed or causes required to be applied an overpayment returned to the applicable Governmental Authority, the Company Securityholders agree promptly to repay the amount of Taxes as a credit toward such refund or a reduction in Taxes otherwise payable (credit, together with any interest, penalties or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable other additional amounts imposed by such Company Governmental Authority, to Purchaser (and if not paid, Purchaser may utilize the Claiming Company pursuant Adjustment Escrow Amount and/or the Indemnification Escrow Amount to this Section 3.06(arecover such amount), 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 herein, the amount of any refund or credit payable by Purchaser pursuant to this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claimSection 6.3(h) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claimnot exceed $200,000.

Refunds. (i) Each Company (and its Affiliates) (Except to the “Claiming Company”) extent taken into account in the calculation of the Transaction Consideration, the Sellers shall be entitled to Refunds any refund or credit of Taxes (including any interest paid thereon) of the Group Companies relating to any Pass-Through Tax Return for any Pre- Closing Tax Period (other than any refund or credit attributable to the carrying back of any Tax attribute that relate is attributable to Taxes for which it a Taxable period (or its Affiliatesportion thereof) is liable hereunder. For beginning after the avoidance of doubt, Closing Date or to the extent that a particular Refund 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 Taxes may be allocable to a Straddle Period with respect their Affiliates of any Tax refund or credit to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company Seller is entitled pursuant to this Section 3.06(a) that is received 6.18, Purchaser shall, or deemed to have been received as described herein shall cause its applicable Affiliate to, deliver and pay over, by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in wire transfer of immediately available funds in accordance with Section 4into such accounts designated by the applicable Seller, the amount of any such Tax refunds or credits to such Seller. To Purchaser shall, and shall cause the extent a Company (or its Affiliates) applies or causes Group Companies and their Affiliates to, at the request and expense of Sellers, obtain any Tax refunds 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 which Sellers are entitled pursuant to this Section 3.06(a), such Company 6.18. Any amount payable to Sellers pursuant to this Section 6.18 shall be deemed to have actually received a Refund net of (a) any out-of-pocket costs or expenses incurred in obtaining such refund of Taxes or in paying such amounts to the extent thereof Sellers, (b) any Tax required to be withheld on the date on which the overpayment is applied to reduce such payment, and (c) any Taxes otherwise payable. (v) Notwithstanding anything to the contrary in this Agreement, borne by Purchaser or 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 subsequent adjustment, if any, to the Refund claimAffiliates.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Seller shall be entitled to Refunds that relate retain, or receive prompt payment from Buyer or any of its subsidiaries or Affiliates (including the Transferred Companies) of, any refund (including any credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) received or realized in cash with respect to 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 it (or its Affiliates) Seller is liable hereunder. For responsible pursuant to Section 2.06(e)), including any such amounts arising by reason of amended Tax Returns filed after the avoidance of doubtClosing 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 particular Refund 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 may be allocable to for a Straddle Period Period, the use of any such item arising in a Post-Closing Tax Period. In connection with the foregoing, if Seller determines that any of the Transferred Companies is entitled to file or make a formal or informal claim for a refund (to which Seller would be entitled under the first sentence of this Section 7.08(b)(i)) of Taxes (including by filing an amended Tax Return) with respect to a Pre-Closing Tax Period (other than Transfer Taxes or VAT, but including any VAT for which the Parties may share responsibility Seller is responsible pursuant to Sections 2 Section 2.06(e)), Seller shall be entitled, at Seller’s expense, to file or make, or to request that Buyer cause the applicable Transferred Company to file or make, such formal or informal claim for refund, and 3, Seller shall be entitled to control the portion prosecution of such Refund claim for refund, provided that Seller shall not take any action in connection therewith that would bind Buyer or any of its Affiliates (including any Transferred Company) for a Post-Closing Tax Period or otherwise adversely affect Buyer or any of its Affiliates (including any Transferred Company). Buyer will cooperate, and cause the Transferred Companies to cooperate, with respect to such claim for refund, and will pay, or cause the relevant Transferred Company to pay, to Seller the amount (including interest received from any Taxing Authority) of any related refund (including any credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) (to which each Party will Seller would be entitled shall be determined under the first sentence of this Section 7.08(b)(i)) received or realized in cash by comparing the amount Buyer or any Affiliate thereof (including any Transferred Company), net of payments made any unreimbursed costs incurred by a Party to a Tax Authority or to the other Party (Buyer and its Affiliates in respect of such refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 arising or that become due and payable would arise as a result of the subsequent adjustmentreceipt of such refund or interest thereon, if anywithin five (5) days of receipt (or realization in cash) thereof. Buyer and the Transferred Companies shall be entitled to retain, or receive prompt payment from Seller with respect to, any other refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to any Transferred Company, the Refund claimTransferred 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 Equity Interests and the Transferred Assets to Buyer and assumption of the Assumed Liabilities by Buyer.

Refunds. (i) Each Company (and If Lender determines, in its Affiliates) (the “Claiming Company”) shall be entitled to Refunds sole discretion exercised in good faith, that relate to it has received a refund of any Indemnified Taxes for which it (that were paid by any Credit Party 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 Guarantor pursuant to Sections 2 this Section 3.6, so long as no Event of Default has occurred and 3is continuing, the portion of it shall pay an amount equal to such 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 to the other Party refund (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 but only to the extent thereofof 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, be net of all out-of-pocket expenses (including Taxes) of Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that Credit Parties and Guarantor, 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 Company (than such penalties, interest or its Affiliatesother charges imposed as a result of the willful misconduct or gross negligence of Lender hereunder) that incurs such Correlative Detriment. (iii) In to Lender in the event of an adjustment relating Lender is required to Taxes pursuant repay such refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4Governmental Authority. 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 3.06(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 AgreementSection 3.6(d), in no event will Lender be required to pay any Company that has claimed amount to any Credit Party or Guarantor pursuant to this Section 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 construed to require Lender to make available its tax returns (or caused one or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimCredit Parties, Guarantor or any other Person.

Refunds. Subject to the provisions of this Section 6.4, (ia) Each Company (and its Affiliates) (the “Claiming Company”) Seller shall be entitled to Refunds that relate retain, or receive immediate payment from the Company or the Purchaser of, any refund or credit with respect to Taxes for which it (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 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 Subsidiaries) or the Seller or its Affiliates) is liable hereunder. For , as the avoidance of doubtcase may be, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which such claim; and, in the Parties may share responsibility pursuant case of the party filing such a claim, consulting with the other party prior to Sections 2 and 3, the portion agreeing to any disposition of such Refund to which each Party will be entitled claim, provided that the foregoing shall be determined by comparing done in a manner so as not to interfere unreasonably with the amount conduct of payments made by the business of the parties. The party that is to enjoy the economic benefit of a Party to a Tax Authority or to refund under this Section 6.4 shall bear the out-of- pocket expenses of 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 party reasonably incurred in seeking such Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refundrefund. (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Pfizer shall be entitled to Refunds that relate retain, or receive immediate payment from Purchaser or any of its Subsidiaries or Affiliates (including the Conveyed Companies) of, any refund or credit with respect to Taxes for which it (including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or its Affiliatesotherwise) is liable hereunder. For with respect to any Tax period or portion thereof ending on or before the avoidance of doubtClosing Date relating to the Conveyed Companies or any Asset Selling Corporation; provided, however, that (i) Purchaser and the Conveyed Companies shall be entitled to retain, or receive immediate payment from Pfizer of, any such refund or credit 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 each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 arises as a result of the subsequent adjustmentuse or application (as provided in Section 8.04(d)) of any net capital loss, if anyforeign tax credit, research and development credit or other item of the Conveyed Companies for any period following the Closing Date to any period of the Conveyed Companies ending on or before the Closing Date; and (ii) to the Refund claimextent that Pfizer or any of its Affiliates (other than the Conveyed Companies) would, but for the carryback by the Conveyed Companies of any such net capital loss, foreign tax credit, research and development credit or other item, be entitled to a refund or credit in respect of any net capital loss, foreign tax credit, research and development credit or other item of Pfizer or any of Pfizer’s Affiliates (other than the Conveyed Companies), 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, provided that to the extent that Pfizer or any of Pfizer’s Affiliates is entitled to a refund or credit in respect of any such net capital loss, foreign tax credit or research and development credit of Pfizer or any of Pfizer’s Affiliates in another tax period as a result of such carryback by the Conveyed Companies, Purchaser and the Conveyed Companies shall be entitled to receive immediate payment from Pfizer of any such refund or credit. Purchaser and the Conveyed Companies 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 beginning after the Closing Date relating to any of the Conveyed Companies. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes with respect to a Straddle Period in a manner consistent with the principles set forth in Section 8.04(g)(iii).

Refunds. (ia) Each Company (and its Affiliates) (the “Claiming Company”) Newco, NGP or their Subsidiaries, as applicable, shall be entitled to Refunds that relate any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which the Prices, the AGC Contributors or the Transferred Entity Contributors become entitled, of or with respect to Taxes for which it (or its Affiliates) is liable hereunder. For of the avoidance of doubt, Price Entities except to the extent that such refunds or credits are attributable to Excluded Taxes or Taxes paid by the Price Group or a particular Refund Price Entity on or prior to March 29, 2002 (except for Taxes set forth on Schedule 12.1(a)). Newco, NGP or their Subsidiaries, as applicable, shall be entitled to any refunds, the benefit of Taxes may any credits actually realized in cash and any amounts credited against Tax of Newco, NGP or any of their Subsidiaries (other than the Price Entities) for all periods. (b) The Prices, the AGC Contributors or the Transferred Entity Contributors, as applicable, shall be allocable entitled to a Straddle Period any refunds, the benefit of any credits actually realized in cash and any amounts credited against Tax to which Newco, NGOP or their Subsidiaries become entitled, of or with respect to which Taxes of the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 Price Entities to the other Party (and reduced extent such refunds or credits are attributable to Excluded Taxes or Taxes paid by the amount of payments received from the other Party) pursuant Price Group or a Price Entity on or prior to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.01March 29, taking into account the facts as utilized 2002 (except for purposes of claiming such RefundTaxes set forth on Schedule 12.1(a)). (iic) Notwithstanding Section 3.06(a)(i)Newco, NGP and their Subsidiaries shall promptly forward to the extent a claim for a Refund results in a Correlative Detriment to Prices the other Company (AGC Contributors or its Affiliates)the Transferred Entity Contributors, as applicable, 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof amounts to which a Claiming Company is such parties are entitled pursuant under Section 12.4(b). The Prices, the AGC Contributors or the Transferred Entity Contributors, as applicable, shall promptly forward to this Newco or NGP (as applicable) any amounts to which Newco, NGP or any of their Subsidiaries (including the Price Entities) are entitled under Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, if received, would have been payable by such Company to the Claiming Company pursuant to this Section 3.06(a12.4(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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Sellers shall be entitled to Refunds that relate retain, or receive immediate payment from any member of the PD Mexico Group or the Purchaser (upon such Person’s receipt thereof) of, any Tax refund (including, without limitation, refunds arising by reason of amended returns filed after the Closing Date) or credit of any Taxes (plus any interest and inflation adjustments thereon received with respect thereto from the applicable taxing authority) relating to Taxes any member of the PD Mexico Group for which it (the Sellers are responsible under Section 5.3(a) or its Affiliates) is liable hereunderhave otherwise paid or caused to be paid. For the avoidance of doubtIn addition, to the extent that a particular Refund any reduction of Taxes may be allocable to a Straddle Period (“Reduced Taxes”) due with respect to which the Parties may share responsibility pursuant assets or business of any member of the PD Mexico Group for any period or partial period ending after the Closing Date that is attributable to Sections 2 and 3, an adjustment on audit by a taxing authority requiring any member of the portion of such Refund PD Mexico Group to which each Party will be entitled 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 determined by comparing the amount of payments made by a Party to a Tax Authority or credited to the other Party (Sellers, and reduced the Purchaser shall pay over such Reduced Taxes to the Sellers promptly after the receipt of any refund of Taxes attributable thereto or the payment of any Reduced Tax or the reporting of any Tax liability in an amount reflecting such Reduced Taxes, less the reasonable expenses incurred by the 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustmentPurchaser, 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 Refund claimTax Dispute Accountants, and any such determination by the Tax Dispute Accountants shall be final. The Purchaser shall be entitled to the benefit of any other refund or credit of Taxes (plus any interest thereon received with respect thereto from the applicable taxing authority) relating to any member of the PD Mexico Group. The Purchaser and the Sellers shall cooperate and the Purchaser shall cause the PD Mexico Group and its other Affiliates to cooperate, with the Sellers with respect to claiming of any refund or credit referred to in this Section 5.3(c), including, without limitation, discussing potentially available refunds or credits and preparing and filing any amended Tax Return or other claim for a refund.

Refunds. (i1) Each Company (and its Affiliates) (the “Claiming Company”) If Payee shall be become aware that it is entitled to Refunds that relate to receive a refund or credit from a Governmental Authority in respect of Indemnified Taxes, Other Taxes or any additional amounts for which it (such Payee has been indemnified by Borrower pursuant to this Section, 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 any Credit Party has paid additional amounts pursuant to Sections 2 and 3this Section, it shall promptly notify Borrower of the portion availability of such Refund to which each Party will be entitled refund or credit; provided, that, no Payee shall be determined under any duty to inquire into or investigate the availability of any such refund or credit. Borrower may request that such Payee seek a refund of, or credit in respect of, such amounts, provided that Payee shall not be obligated to seek any such refund or credit until Borrower shall have (A) advanced to Payee such amounts as Payee shall reasonably determine to be sufficient to cover its costs and expenses in seeking such refund or claiming the benefit of such credit, and (B) undertaken, in such form as Payee shall reasonably determine to be appropriate to protect its interests, to fund any costs and expenses of Payee in excess of those covered by comparing the amount advance described in (A). Within 30 days after receipt of payments made a request by the Borrower and satisfaction of the foregoing conditions precedent, Payee shall make a Party to a Tax Authority or claim 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 appropriate Governmental Authority for such Party as determined under Section 2.01, taking into account the facts as utilized for purposes of claiming such Refundrefund or credit. (ii2) Notwithstanding Section 3.06(a)(i), to If as a result of the extent a claim for refund or credit described in (1) above or otherwise, Payee receives a Refund results refund or secures the application of a credit in a Correlative Detriment respect of any Indemnified Taxes, Other Taxes or any other amounts as to the other Company (which it has been indemnified by Borrower pursuant to this Section, or its Affiliates)with respect to which any Credit Party has paid additional amounts pursuant to this Section, any such Refund that is received by the Claiming Company (Payee shall promptly notify Borrower of such refund or its Affiliates) credit and shall, and within thirty (30) days from the date of receipt of such refund or the application of such credit, pay over to Borrower (but only to the extent thereofof indemnity payments made, be paid or additional amounts paid, by Borrower or any Credit Party under this Section with respect to the Indemnified Taxes, Other Taxes or any 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 amounts giving rise to a Refund but for an offset against such refund or credit) the Taxes for which excess, if any, of (A) the other Party is amount of such refund or may be responsible pursuant credit (including any interest paid by the Governmental Authority with respect to this Agreement (the “Benefited Party”such refund or credit), then over (B) the Benefited Party shall pay sum of (i) all out-of-pocket expenses of such Payee in excess of any advances theretofore made by Borrower, plus (ii) any Taxes levied on or attributable to the other Party, within ten (10) days of the Final Determination receipt by Payee of such adjustment refund or credit, such that, after making any payment to Borrower required by this Section 2.20(h), Payee shall have received and retained an amount equal to the amount Make-Whole Amount; provided, that, Borrower, upon the request of such reduction Payee agrees to repay any amount paid over to Borrower (plus penalties, interest or other charges due to the Governmental Authority in connection therewith) to such Payee in the Taxes event such Payee is required to repay such refund to such Governmental Authority or is disallowed the benefit of the Benefited Partyclaimed credit. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which 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 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. (iiia) In the event that Buyer or the Company receives a refund or credit 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 Tax of the Taxes Company for which the other Party is Shareholders made a payment (or may be responsible a payment was made by the Escrow Agent on behalf of the Shareholders) pursuant to Section 8.2 of this Agreement (the “Benefited Party”)or any other provision of this Agreement, then the Benefited Party Buyer or the Company, as the case may be, shall promptly pay to the other PartyIndemnification Escrow Account, within ten (10) days of if such account still exists, or otherwise to the Final Determination of such adjustment an amount equal to Shareholders, the amount of such reduction refund or credit 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 Shareholders with respect 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 of the Benefited Party. (iv) Any Refund or portion thereof to for which a Claiming Company is entitled payment has been made to the Shareholders pursuant to this Section 3.06(a8.4(a) is subsequently reduced or disallowed, to indemnify and hold harmless the payor for any Tax liability assessed against such payor by reason of the reduction or disallowance. (b) In the event that is received the Shareholders receive a refund or deemed credit of Tax of the Company for which the Buyer or the Company made a payment pursuant to have been received as described herein by Section 8.2 or any other provision of this Agreement, then the other Company (or its Affiliates) Shareholders shall be paid by such other Company promptly pay to the Claiming Company Buyer or the Company, as the case may be, the amount of such refund or credit benefit (including any accrued interest paid or creditable in immediately available funds in accordance with Section 4. To respect of such overpaid Tax) to the extent the refund or credit represents payments made by or for the Buyer or the Surviving Corporation with respect to events occurring after the Closing Date. Each of Buyer and the Surviving Corporation shall agree jointly and severally that, as a Company (condition to receiving any such refund or its Affiliates) applies credit, in the event that any refund or causes to be applied an overpayment credit of Taxes as for which a credit toward payment has been made to Buyer 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 Surviving Corporation pursuant to this Section 3.06(a)8.4(a) is subsequently reduced or disallowed, such Company shall be deemed to have actually received a Refund to indemnify and hold harmless 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 payor for any Taxes that become due and payable as a result Tax liability assessed against such payor by reason of the subsequent adjustment, if any, to the Refund claimreduction or disallowance.

Refunds. (i) Each Company (and If the Administrative Agent or a Lender determines, in its Affiliates) (the “Claiming Company”) shall be entitled to Refunds sole discretion exercised in good faith, that relate to it has received a refund of any Indemnified Taxes for which 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 Credit Parties may share responsibility have made payments or paid additional amounts pursuant to Sections 2 this Section 5.04, so long as no Default or Event of Default has occurred and 3is continuing, the portion of it shall pay over such 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 refund to the other Party Credit Parties (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 but only to the extent thereofof payments made, be 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 such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Credit Parties, 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 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”)charges, then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein imposed by the applicable Governmental Authority, other Company (than such penalties, interest or its Affiliates) shall be paid by such 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, 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 charges imposed as a result of the subsequent adjustment, if any, willful misconduct or gross negligence of the Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Refund claimAdministrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 5.04(d) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Credit Parties or any other Person or require the Administrative Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 5.04(d), 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 Tax 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. If any Taxes are imposed on or with respect to any payment on or under this Agreement, in consequence of which a Loan Party is required to make any additional payment to any Lender under this Section 6.3, and if such Lender is entitled to a refund (ior a credit in lieu of a refund) Each Company which is both identifiable and quantifiable by such Lender as being attributable to the imposition of such Taxes (a “Tax Refund”), and its Affiliates) such Tax Refund may be obtained without increased liability to such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the “Claiming CompanyForms”) ), then such Lender shall within a reasonable time after receiving a written request from such Loan Party (which request shall specify in reasonable detail the Forms to be entitled filed and explain the actions necessary to Refunds that relate obtain such Tax Refund), file such Forms. If such Lender subsequently receives a Tax Refund, and such Lender is able to Taxes for which it (identify the Tax Refund as being attributable, in whole or its Affiliates) is liable hereunder. For the avoidance of doubtin part, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period tax with respect to which such additional payment was made, then such Lender shall reimburse the Parties may share responsibility pursuant applicable Loan Party such amount as such Lender shall determine acting in good faith to Sections 2 be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave such Lender after the reimbursement in the same position as it would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by a Lender to a Loan Party is subsequently disallowed, such Loan Party shall repay such Lender such amount (together with interest and 3, any applicable penalty payable by such Lender to the portion relevant taxing authority) promptly after receipt of notice by such Lender of such Refund disallowance. Each Loan Party agrees to which reimburse each Party will such Lender for such Lender’s reasonable out-of-pocket expenses, if any, incurred in complying with any request hereunder and agrees that all costs incurred by such Lender in respect of this Section 6.3 may be entitled shall be determined by comparing deducted from the amount of payments made by a any reimbursement to such Loan Party to a in respect of any 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 payable6.3. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. The amount of any refund of Taxes of the Company for any Pre-Closing Tax Period (i) Each Company (and its Affiliates) (other than any refund resulting from the “Claiming Company”) carryback of a net operating loss or other Tax attribute from a period beginning after the Closing Date to a period ending on or prior to the Closing Date, which refund shall be entitled to Refunds that relate to Taxes for which it the account of Buyer) received by Buyer or the Company after the Closing Date (or its Affiliatescredited against Taxes of Buyer or the Company attributable to Tax periods after the Closing Date) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund in respect of Taxes may be allocable to a Straddle Period with respect to which of the Parties may share responsibility pursuant to Sections 2 and 3, Company paid on or before the portion of such Refund to which each Party will be entitled shall be determined Closing Date or were otherwise borne 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 Seller pursuant to this Agreement (each a “Tax Refund”) shall be for the “Benefited Party”account of Seller; provided, that such amounts shall be net of (i) any third party costs or expenses incurred by the Company or Buyer after the Closing Date in obtaining such Tax Refunds after the Closing Date, (ii) any undisputed amounts owed by Seller pursuant to Section 7.2(a) or Section 10.2(a) and (iii) any Taxes borne by Buyer, the Company, or any of their Affiliates as a result of its receipt of such Tax Refund that are not otherwise borne by Seller pursuant to this Agreement. The amount of any refund of Taxes of the Company for any Tax period beginning after the Closing Date shall be for the account of Buyer. The amount of any refund of Taxes of the Company for any Straddle Period shall be equitably apportioned between Buyer and Seller in accordance with the principles set forth in Section 7.2(b). Each Party shall forward, and shall cause its Affiliates to forward, to the Party entitled to receive a refund of Tax pursuant to this Section 7.2(e) the net amount of such Tax Refund within thirty (30) days after such refund is received. If there is a subsequent reduction by a Governmental Authority (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to Seller pursuant to this Section 7.2(e), then the Benefited Party Seller shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment Buyer an amount equal to the amount of such reduction in the Taxes of the Benefited Partyplus any interest or penalties imposed by a Governmental Authority with respect to such reduction. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. To the extent not reflected as current Tax asset in the final calculation of Closing Net Working Capital, any refund (or credit or offset that, at a taxpayer’s option, is elected in lieu of a cash refund), including any interest paid or credited by a Taxing Authority with respect thereto, of Taxes of the Company or any of its Subsidiaries for any Tax period ending on or before the Closing Date, excluding any Tax refund (or credit or offset that, at a taxpayer’s option, is elected in lieu of a cash refund) attributable to (i) Each Company (and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it a carry back or other use of any item of loss, deduction, credit, offset or other similar item arising in any Tax period (or its Affiliatesa portion thereof) is liable hereunder. For commencing after the avoidance of doubtClosing Date, 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 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 any Non-Resident Capital Gains Tax (or its Affiliates), any such Refund that is received by the Claiming Company (or its Affiliates) shall, and but only to the extent thereof, be paid to the other Company (by Parent or its Affiliates) that incurs such Correlative Detriment. (iii) In Affiliates and not from 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”Special Tax Escrow), then shall be for the Benefited Party benefit of the Holders. Parent shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the net amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company Tax refunds (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4. To the extent credit or offset that, at 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 taxpayer’s option, is elected in lieu of a Refund) cash refund), net of any Taxes imposed thereon and such Refundother reasonable out-of-pocket expenses incurred with respect thereto, if received, would have been payable by such Company over to the Claiming Company pursuant Payments Administrator and the Surviving Corporation, as applicable, no more than five (5) Business Days following receipt of such Tax refund (or credit or offset that, at a taxpayer’s option, is elected in lieu of a cash refund), which refund amount shall be available for distribution to the Holders based on their respective Further Distributions Per Share in accordance with this Agreement. Following a reasonable written request by Holders’ Representative and at the Holders’ sole expense, Parent shall cause its Affiliate(s) to use commercially reasonable efforts to obtain such Tax refund (or credit or offset that, at a taxpayer’s option, is elected in lieu of a cash refund) to which the Holder Indemnifying Persons are entitled under this Section 3.06(a)5.8.5. Notwithstanding anything in this Agreement to the contrary, in the event that any such refund of Taxes (or credit or offset that, at a taxpayer’s option, is elected in lieu of a cash refund) is subsequently determined by any Taxing Authority to be less than the amount paid by Parent as set forth above, such Company disallowed or otherwise reduced amount shall be deemed to have actually received treated as a Refund to the extent thereof on the date on Covered Tax for which the overpayment is applied to reduce Taxes otherwise payableHolder Indemnifying Parties are responsible under Section 8.2.1(a)(iii)(A). (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Pfizer shall be entitled to Refunds that relate retain, or receive immediate payment from 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 for which it (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or its Affiliatesotherwise) is liable hereunder. For with respect to any Tax period ending on or before the avoidance Closing Date relating to the Conveyed Subsidiaries, any of doubttheir 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 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 3such refund or credit, the portion of such 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 to the other Party (and reduced by the amount of payments received from the other PartyA) 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 reflected on the date on which the overpayment is applied to reduce Taxes otherwise payable. Working Capital Statement, or (vB) 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 arises as a result of the subsequent adjustmentuse or application (as provided in Section 7.4(d)) of any net capital loss, if anyforeign 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 Refund claimextent 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 beginning after the Closing Date relating to any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes with respect to a Straddle Period, except that any refund or credit reflected on the Working Capital Statement shall be the property of the Purchaser.

Refunds. Buyer shall pay (or cause to be paid) to Seller Parent any Tax 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 a Straddle Period) ending on or before the Closing Date or that are for Taxes for which Seller Parent has previously indemnified Buyer (in each case, including any interest paid thereon and net of any Taxes incurred in respect of the receipt or accrual of the refund or credit and any expenses of Buyer or its Affiliates in obtaining such refund or credit), excluding any refund or credit (i) Each Company attributable to any loss in a tax year (or portion of a Straddle Period) beginning after the Closing Date applied (e.g., as a carryback) to income in a tax year (or portion of a Straddle Period) 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 its Affiliates) (the “Claiming Company”) at Seller Parent’s expense), Buyer shall be entitled to Refunds that relate to Taxes for which it file (or its Affiliatescause to be filed) is liable hereunder. For all Tax Returns (including amended Tax Returns) or other documents claiming any refunds, including through the avoidance carryback of doubt, to the extent any net operating losses 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 each Party will be entitled shall be determined by comparing the amount of payments made by a Party are attributable to a Tax Authority period ending on or before the Closing Date, to which Seller Parent is entitled pursuant to the other Party (and reduced by the amount of immediately preceding sentence. Any payments received from the other Party) pursuant required to Sections 2 and 3 with the Tax liability of such Party as determined be made under this Section 2.01, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i)9.05 shall be made in immediately available funds, to the extent a claim for a Refund results in a Correlative Detriment to the other Company (an account or its Affiliates), any such Refund that is received accounts as directed 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 pay to the other PartySeller Parent, within ten five (105) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes receipt of the Benefited Party. (iv) Any Refund refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by application of any such 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 refunds as a credit toward or a reduction in Taxes against Tax for which Seller Parent has not 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 agreed 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 provide indemnification under 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and Parent or one of its Affiliates) (the “Claiming Company”) Affiliates shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubtretain or, to the extent that a particular Refund actually received by or otherwise available to Buyer or its Affiliates, receive prompt payment from Buyer or any of its Affiliates of, any Tax refund or any credit for overpayment of Taxes may be allocable to a Straddle Period that are actually received by Buyer or its Affiliates with respect to which any Pre-Closing Tax Period relating to the Parties may share responsibility 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 refunds or credits. Notwithstanding the foregoing, (i) to the extent any such Tax refund is subsequently disallowed or required to be returned to the applicable Taxation Authority and Buyer has paid over such refund to Parent pursuant to Sections 2 this Section 7.01, Parent and 3, its Affiliates agree to promptly repay the portion amount received in respect of such Refund Tax refund, together with any interest and other additional amounts imposed by such Taxation Authority, 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 to the other Party (Buyer 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) in no event shall this Section 7.01 require the Buyer or any Affiliate of Buyer to make any payment for a refund or credit that results from the payment of Taxes with respect to a Pre-Closing Tax Period made on or after the Closing Date to the extent (X) Buyer was not indemnified or otherwise reimbursed for such Taxes and (Y) such Taxes were not taken into account in the calculation of Indebtedness or Assumed Net Working Capital, or (C) that gives rise to a payment obligation by Buyer or any of its Affiliates under applicable Laws or pursuant to a provision of a contract or other agreement entered (or assumed) by Parent, Seller or their Affiliates prior to the Closing. Notwithstanding Section 3.06(a)(i)anything else herein, unless otherwise required by applicable Law, Buyer and its Affiliates shall not amend any Tax Return with respect to a Purchased Asset for a Pre-Closing Tax Period without the prior written consent of Parent. Buyer shall be entitled to retain or, to the extent a claim for a Refund results in a Correlative Detriment to the other Company (actually received by Parent or its Affiliates), receive prompt payment from Parent or any of its Affiliates of, any such Refund that is received refund or credit with respect to (i) VAT or (ii) Taxes (including refunds arising by reason of amended Tax Returns filed after the Claiming Company (Closing or its Affiliatesotherwise) shall, and only with respect to the extent thereof, be paid to the other Company (any Post-Closing Tax Period. Any Tax refunds or its Affiliates) that incurs such Correlative Detriment. (iii) In the event of an adjustment relating to Taxes pursuant to a Final Determination credits 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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 with respect to Straddle Periods shall be apportioned between Pre-Closing Tax Authority requires such application in lieu of a Refund) Periods and such Refund, if received, would have been payable by such Company Post-Closing Tax Periods pursuant to the Claiming Company pursuant to this principles set forth in 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 payable7.06. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. Except as provided in the Ancillary Agreements, any Tax refund (iincluding any interest actually received with respect thereto) Each Company 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 (and its Affiliatesa) Taxes of or relating to any of the Seller Subsidiaries, the Business or the Transferred Assets for any taxable period ending on or prior to the Closing Date or (the “Claiming Company”b) shall be entitled to Refunds that relate to any Taxes for which it Seller is liable pursuant to this Agreement or the Ancillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be the property of Seller and shall be paid over promptly to Seller; provided , however , that any such refund or credit which is accrued as an asset on the Final Statement of Assets and Liabilities shall be the property of Purchaser. Notwithstanding the foregoing sentence, subject to Section 12.02(e), any Tax refund (or its Affiliatesequivalent benefit to Seller or any Affiliates of Seller through a reduction in Tax liability) for a taxable period ending on or before the Closing Date arising out of the carryback of a loss or credit of or with respect to the Seller Subsidiaries, the Business or the Transferred Assets arising in a taxable period ending after the Closing Date and that is liable hereunder. For actually received by Seller or any Affiliates of Seller, shall be the avoidance property of doubtPurchaser and shall be paid over promptly to Purchaser; provided , however , that to the extent that a particular Refund the amount of Taxes may be allocable any such refund is due to a Straddle Period carry back to a tax year with respect to which the Parties may share responsibility pursuant to Sections 2 and 3statute of limitations has, the portion of such 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 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”)such carryback, then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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) expired and such Refund, 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 refund 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 reduced as a result of the subsequent adjustmentassessment of any additional Taxes for which Purchaser could bring a claim for indemnity pursuant to Section 12.1(a) but for this sentence, if anynone of Seller, FGWLA or CLAC shall be liable or required to indemnify Purchaser, its Affiliates or the Refund claimSeller Subsidiaries for such additional Taxes or shall be 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 12.03, all such items shall be applied in the order prescribed by applicable Tax law.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Vendor shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund any refund of Taxes may be allocable to a Straddle Period of the Conveyed Entities received with respect to which the Parties may share responsibility pursuant any Pre-Closing Period and, with respect to Sections 2 and 3any Straddle Period, with respect to the portion of such Refund 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 which each Party will be entitled shall be Closing or taken into account in the calculation of the Purchase Price (as finally 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 Section 2.8) as an amount included in Closing Indebtedness or as a current liability in the Tax liability calculation of such Party as determined under Section 2.01Closing Working Capital, taking into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding 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, (iv) such Tax refund was not taken into account in the computation of the Purchase Price (as finally determined pursuant to Section 3.06(a)(i2.8), (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 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) shalldate of this Agreement, and only (vii) no Conveyed Entity is obligated to turn over the extent thereofbenefit 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled Vendor pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates11.3(b) shall be 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 by such 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, if received, would have been payable by such Company to the Claiming Company over pursuant to this Section 3.06(a)paragraph (plus any penalties, such Company shall be deemed to have actually received a Refund to interest or other charges imposed by the extent thereof on relevant Government Entity) in the date on which the overpayment is applied to reduce Taxes otherwise payable. (v) Notwithstanding anything to the contrary in this Agreement, event Buyer or any Company that has claimed (or caused one or more of its Affiliates is required to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, repay such refund to the Refund claimsuch Government Entity.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Seller shall be entitled to Refunds 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 Company or any of its Affiliates in respect of the Pre-Closing Period or in respect of the portion of any Straddle Period that relate ends on and includes the Closing Date. The Buyer shall cause the Company and its Affiliates to Taxes for use commercially reasonable efforts to obtain any such refunds to which it 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 its Affiliates, after deducting any Taxes incurred in connection with obtaining and receiving the refund. The Buyer shall be entitled to any refunds of or reductions from Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) is liable hereunderactually received by the Seller or any of its Affiliates in respect of the Post-Closing Period or in respect of the portion of any Straddle Period that ends after the Closing Date. For The Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate with the avoidance of doubtBuyer to obtain any 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 any of its Affiliates within five (5) Business Days of receipt by the Seller or its Affiliates, after deducting any Taxes incurred in connection with obtaining and receiving the refund; provided, however that a particular Refund it shall be the Buyer’s sole obligation to obtain any such refunds in respect of Taxes may be allocable to a Straddle the Post-Closing Period with or in respect to which the Parties may share responsibility pursuant to Sections 2 and 3, of the portion of such Refund to which each Party will be entitled shall be determined by comparing any Straddle Period that ends after 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 RefundClosing Date. (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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) ASD shall be entitled to Refunds that relate to Taxes for which it (retain, or receive immediate payment from each Buyer or its AffiliatesAffiliates (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) is liable hereunder. For of any refund or credit derived by such B&K Companies, their Subsidiaries and the avoidance Joint Ventures with respect to Income Taxes (including (i) excess advance payments and (ii) refunds and credits arising by reason of doubtamended 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 a particular Refund of Taxes may be allocable to a Straddle Period with respect to which such refund or credit arises after the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such 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 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 Closing Date as a result of the subsequent adjustmentuse or application of any loss, if anyforeign 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) 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 Refund claimClosing without the consent of ASD. ASD and each Buyer shall equitably apportion any refund or credit 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 Adjustment Amounts.

Refunds. (i) Each Company (and If any Recipient determines, in its Affiliates) (the “Claiming Company”) shall be entitled to Refunds Permitted Discretion, that relate to it has received a refund of any Indemnified Taxes for which 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 were paid by Credit Parties may share responsibility pursuant to Sections 2 this Section 3.5, so long as no Event of Default has occurred and 3is continuing, the portion of it shall pay an amount equal to such 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 to the other Party refund (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 but only to the extent thereofof indemnity payments made under this Section 3.5 with respect to the Indemnified Taxes giving rise to such refund) to Credit Parties, be net of all out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that Credit Parties, 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 Company (than such penalties, interest or its Affiliatesother charges imposed as a result of the willful misconduct or gross negligence of Recipients hereunder) that incurs to such Correlative Detriment. (iii) In Recipient in the event of an adjustment relating such Recipient is required to Taxes pursuant repay such refund 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Company in immediately available funds in accordance with Section 4Governmental Authority. 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 3.06(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 AgreementSection 3.5(h), in no event will any Company that has claimed Recipient be required to pay any amount to Credit Parties pursuant to this Section 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 construed to require any Recipient to make available its tax returns (or caused one or more of any other information relating to its Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, it deems confidential) to the Refund claimCredit Parties or any other Person.

Refunds. Any Tax refund (including any interest with respect thereto) relating to the 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 Effective Time. Notwithstanding the foregoing sentence: (i) Each 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 (and its Affiliates) (or the “Claiming Company”) Subsidiary in a taxable year ending after the date of the Effective Time that is attributable to a period after the Effective Date using the appropriate allocation method set forth in Section 8.01(b), as applicable, shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance property of doubtParent and, to if received by 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 3Shareholders, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party payable promptly to a Tax Authority or to the other Party (Parent; 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)if, as of such time, if any, as Parent shall receive a refund that would be the property of the Shareholders and payable to the extent a claim for a Refund results Shareholders under the foregoing sentence, Taxes have been asserted in a Correlative Detriment writing that would be required to the other Company (or its Affiliates), any such Refund that is received be indemnified by the Claiming Company (Shareholders hereunder, all 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 pay to the other Party, within ten (10) days of the Final Determination part of such adjustment refund up to an amount equal to the amount 120% of such reduction asserted Taxes shall, at the option of Parent, be deposited in the Taxes escrow for satisfaction of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to any amounts indemnifiable under this Section 3.06(a) Article VIII that is received or deemed to have been received as described herein by asserted or subsequently are asserted, until the other Company (time set forth in Section 8.05 hereof or its Affiliates) shall be paid by such other Company to until 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 Refundmatter has been resolved, 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 whichever is applied to reduce Taxes otherwise payableearlier. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Without duplication, Seller shall be entitled to Refunds that relate to any refunds or credits of or against any Taxes for which 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 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 including interest thereon received from the other Partyrelevant Tax Authority) 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 Seller is responsible under this Agreement which (including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or otherwise) (“Tax Refunds”) that are actually received or realized by 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 Straddle Period shall be equitably apportioned to Seller in accordance with the principles set forth in Section 8.2. If Seller determines that Purchaser, any Transferred Entity, or any of their respective Affiliates is entitled to file or make a formal or informal claim for refund or file an amended Tax Return, in each case, that would have given rise to result in 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”)Tax Refund, then Purchaser shall, if Seller so requests and at Seller’s expense, cause the Benefited Party relevant Person to file or make such claim or file such amended Tax Return, including through the prosecution of any proceeding which Seller directs Purchaser, any Transferred Entity, or any of their respective Affiliates. Purchaser shall pay use commercially reasonable efforts to, and to cause its Affiliates (including the other PartyTransferred Entities) to, pursue, obtain and expedite the receipt and realization of any Tax Refund that they are entitled to under applicable Law as soon as reasonably practicable after the Closing Date. Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to, forfeit or fail to collect any Tax Refund, whether through any election to waive any carryback of a net operating loss or otherwise. To the extent permitted by applicable Law, Purchaser shall and shall cause its Affiliates (including the Transferred Entities) to cause the applicable Tax Authority that issues any Tax credit that is described in this Section 8.9 to issue a cash refund in lieu of such Tax credit. If Purchaser or any of its Affiliates (including the Transferred Entities) actually receives or realizes a Tax Refund, then Purchaser shall pay, or cause its Affiliates to pay, to Seller the amount of such Tax Refund (including any interest paid thereon by the relevant Tax Authority) within ten fifteen (1015) days of the Final Determination receipt of the Tax Refund, or the application of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Tax Refund against current or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 future amounts otherwise payable. (v) Notwithstanding anything . Seller is not entitled to the contrary Tax Refunds that may arise from Taxes borne by Purchaser in connection with 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Sellers shall be entitled to Refunds that relate any refunds or credits of or against any Excluded Taxes (plus any interest received with respect thereto) and Buyer shall file, or cause to Taxes be filed, any claims for which it such refunds or credits reasonably requested by Sellers; (or its Affiliatesii) is liable hereunder. For the avoidance of doubt, except to the extent that a particular Refund set forth in Section 7.3(d) or 7.3(e)(i) above, Buyer shall be entitled to any refunds or credits of Taxes may be allocable attributable to the Business, the Assets, each Other Business, the Special Inventory, the Other Assets, or 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 with respect 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 which the Parties may share responsibility pursuant relinquish all consolidated net operating losses allocable to Sections 2 and 3, the Windmill for that portion of such Refund 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 of Buyer, Windmill or any of their Affiliates which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a arises in any 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund period or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received ending after the Closing Date into any Tax period or deemed to have been received as described herein by portion thereof ending on or before the other Company (or its Affiliates) shall be paid by such 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, 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 payableClosing Date. (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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (Any refunds of Taxes, plus any interest attributable thereto, that are received by the “Claiming Company”) shall be entitled to Refunds that relate to Taxes for which it Buyer (or its Affiliates) is liable hereunderor the Sold Companies or Sold Subsidiaries that are related to Pre-Closing Tax Periods and Pre-Closing Straddle Periods of the Sold Companies or Sold Subsidiaries (such refund for a Straddle Period to be allocated in accordance with the principles of Section 10.4(c)) shall be for the sole account of the Company. Any other refunds of Taxes, plus any interest attributable thereto, related to the Sold Companies or the Sold Subsidiaries shall be for the sole account of the Buyer. For purposes of this Section 10.4(f), the avoidance Sold Company or Sold Subsidiary shall be deemed to have received a refund of doubt, Taxes to the extent that such Sold Company or Sold Subsidiary elects to apply such refund, which it would otherwise have been entitled to receive, to offset or reduce Taxes otherwise payable by such Sold Company or Sold Subsidiary. A party receiving a particular Refund refund or credit of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant another party is entitled under this Section 10.4(f) shall promptly pay (or cause to Sections 2 and 3, the portion of be paid) to such Refund to which each Party will be entitled shall be determined by comparing other party the amount of payments made by a Party to a Tax Authority any such refund or to credit (or, in the case of any refund or credit of Taxes of the Joint Venture, such other Party (party’s Allocable Share of such refund or credit) and reduced by the amount of payments any interest thereon 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Taxing Authority. Any Refund or portion thereof to which a Claiming Company is entitled payment pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates10.4(f) shall be paid made net of Taxes and reasonable fees and expenses incurred by the payor or its Subsidiaries or Affiliates as a result of the realization or receipt of such other Company refund or credit of Taxes. Notwithstanding anything else in this Section 10.4(f) to the Claiming Company contrary, the Buyer shall not be obligated to pay any refund under this Section 10.4(f) to the extent that any such refund (i) results from the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in immediately available funds a taxable period beginning after the Closing Date (including the portion of any Straddle Period beginning after the Closing Date) or (ii) is attributable to any Tax asset to the extent such Tax asset was specifically taken into account in accordance with Section 4the determination of Closing Working Capital Assets as an addition to the Final Cash Purchase Price. 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 3.06(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 refund against Taxes that become due and payable as gave rise to a result payment hereunder is subsequently disallowed or otherwise reduced, the party receiving such payment shall reimburse the paying party for the amount of the subsequent adjustment, if any, to the Refund claimsuch disallowed or reduced refund against Taxes (net of reasonable fees or expenses incurred).

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Without duplication, Seller shall be entitled to Refunds any refunds (or credits in lieu of refunds) of or 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 Taxes the representations set forth in Section 4.10 (Taxes) of this Agreement. for which it (which, in each case, Seller or any of its Affiliates) is liable hereunder. For the avoidance of doubtAffiliates have borne economically, other than to the extent that (i) any such Tax refund or credit arises as a particular 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 of Taxes may be allocable to a for any Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be entitled shall be determined by comparing equitably apportioned to Seller in accordance with the 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 its Affiliates (including the Transferred Entities) actually receives or realizes a Tax Refund, then Purchaser shall pay, or cause its Affiliates to pay, to Seller the amount of payments made by a Party to a such Tax Authority or to the other Party Refund (and reduced including any interest paid thereon by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the relevant 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)(iAuthority), net of any reasonable out-of-pocket costs and Taxes incurred by Purchaser or the applicable Transferred Entity to the extent a claim for a Refund results incurred in a Correlative Detriment to connection with the other Company (or its Affiliates), any receipt of 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 pay to the other PartyTax Refund, within ten fifteen (1015) days of the Final Determination receipt of the Tax Refund or the application of such adjustment an amount equal to the amount of Tax Refund against current or future amounts otherwise payable, as applicable. The parties hereto intend that any such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled payment pursuant to this Section 3.06(a) that is received or deemed to have been received 8.11 be treated for U.S. federal and applicable state and local income tax purposes as described herein by the other Company (or its Affiliates) shall be paid by such other Company an adjustment to the Claiming Company in immediately available funds in accordance with Purchase Price and shall act consistently therewith for all applicable tax purposes (including filing Tax Returns) unless otherwise required by a “determination” (within the meaning of Section 4. To the extent a Company (or its Affiliates1313(a) 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 3.06(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 subsequent adjustment, if any, to the Refund claimCode).

Refunds. 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) Each any refund of Taxes paid to any of the Company or its Subsidiary for any Pre-Closing Period actually received by Buyer, the Company or its Subsidiary (and its 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 “Claiming Company”Company or its Subsidiary for any 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 the Company or its Subsidiary become entitled in a Tax period ending after the Closing Date, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer, the Company or its Subsidiary (or any of their respective Affiliates) resulting from such refund; provided, however, that Seller shall not be entitled to Refunds that relate to Taxes for which it any refund (or its Affiliatesw) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable such refund relates to a Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion carryback of such 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 attribute from any period ending after the Closing Date, (x) any refund that was taken into account for the purposes of calculating the Net Working Capital, (y) to the other Party (and reduced by the amount of payments received from the other Party) pursuant extent such refund relates to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.01, taking deductions taken into account the facts as utilized for purposes of claiming such Refund. (ii) Notwithstanding Section 3.06(a)(i)calculating the Tax Benefit Amount, 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.or

Refunds. 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 amounts credited against Taxes otherwise payable) of any Sold Entity in respect of any Pre-Closing Tax Period; provided, however, that Sellers and Blocker Sellers shall not be entitled to any refund or credit of Taxes to the extent such Taxes were not (i) Each Company paid by any Sold Entity prior to the Closing or by the Sellers or Blocker Sellers (and its Affiliatesincluding through the Fund Indemnity) or (the “Claiming Company”ii) shall 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 Refunds that relate to Taxes for which it (such credits or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund refunds of Taxes may be allocable to a Straddle Period with respect (including amounts credited against Taxes otherwise payable). The Buyer shall cause the amount of any refund or credit to which the Parties may share responsibility Sellers and the Blocker Sellers are entitled to receive pursuant this Section 9.11(d) (Refunds) to Sections 2 and 3, the portion of such 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 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 Sellers’ Representative on behalf of the Sellers and Blocker Sellers promptly after such refund or credit is received, allowed or applied against any Tax liability by the Buyer or any Sold Entity following the Closing. If any Seller or Blocker Seller receives any refund or credit of Tax of any Sold Entity (other Company (than any refund or its Affiliates) that incurs such Correlative Detriment. (iii) In the event credit 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 Tax which the other Party is or may be responsible Sellers and Blocker Sellers are entitled to receive pursuant to this Agreement Section 9.11(d) (the “Benefited Party”Refunds)), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to Sellers’ Representative will cause the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund refund or portion thereof credit to which a Claiming Company be paid to Buyer promptly after such refund or credit is entitled pursuant to this Section 3.06(a) that is received received, allowed or deemed to have been received as described herein by the other Company applied against any Tax liability. Buyer shall not claim (or its Affiliates) shall be paid by such 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, 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, cause any Company that has claimed (or caused one or more of its Affiliates Sold Entity to claim) a Refund shall be liable for any Taxes that become due and payable as a result credit or refund of the subsequent adjustmentTax by carrying back any loss, if any, credit or other Tax benefit from any Post-Closing Tax Period to the Refund claimany Pre-Closing Tax Period.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) The Shareholder shall be entitled to Refunds retain, or receive immediate payment from any member of the Company Group or the Parent or the Surviving Corporation of, (i) any Tax refund, excluding any Tax refunds that relate 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 Taxes any member of the Company Group for which it (the Shareholder is responsible under Section 7.4(a) or its Affiliates) is liable hereunderhas otherwise paid or caused to be paid. For the avoidance of doubtIn addition, to the extent that a particular Refund any reduction of Taxes may be allocable to a Straddle Period (“Reduced Taxes”) (i) due with respect to which the Parties 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 share responsibility pursuant to Sections 2 and 3be, the portion of such 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 credited to the other Party (Shareholder, and reduced 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 amount of payments received from Parent or 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustmentSurviving Corporation, if any, to amend any Tax Returns in order to pursue such refund, or (ii) due with respect to the Refund claimassets 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 referred to in this Section 7.4(c), including discussing potentially available refunds or credits and preparing and filing any amended Tax Return or other claim for a refund except to the extent the Parent reasonably determines that the filing of such amended Tax Return or other claim for a refund would have a Material Adverse Effect on the Company Group, taken as a whole.

Refunds. (i) Each The amount of any refunds or offsets of Taxes of the Company (and of its Affiliates) (applicable Subsidiary for any Taxable Period ending on or before the “Claiming Company”) Closing Date shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance account of doubtSeller, except to the extent that such refund or offset arises as a particular Refund result of a Company carryback of a loss or other tax benefit arising from a period beginning after the Closing Date as provided in Section 4.7(d). The amount of any refunds or offsets of Taxes may of the Company Group members for any Taxable Period beginning after the Closing Date shall be allocable to a 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 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 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 Seller, shall 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 which the Parties may share responsibility pursuant such refund claim. Each party shall forward, and shall cause its Affiliates to Sections 2 and 3forward, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party such refund or offset 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 party entitled pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay Section 4.7(c) to the other Partyreceive such amount, within ten (10) days of the Final Determination of after such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that refund is received or deemed 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 have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company a deficiency assessed subsequent 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, 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 Closing Date as a result of an audit shall be governed by the subsequent adjustment, if any, to the Refund claimprovisions of Section 4.7(e).

Refunds. Purchaser shall promptly forward to or reimburse each Seller Party for any refunds of Taxes (i) Each Company (including any interest paid by a Taxing Authority thereon and its Affiliates) (the “Claiming Company”) shall be entitled to Refunds that relate any credits in lieu thereof which are clearly attributable to Taxes for which 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 each Party will be entitled shall be determined by comparing the amount of payments made paid by a Party to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Seller 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 actually received or utilized by Purchaser or any of its Affiliates, for Taxes paid by such Seller Party and borne by a claim Seller 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 Refund results 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. No interest shall accrue on any amount due pursuant to this Section 9.02(e). If a Correlative Detriment Party has paid the amount of a refund to the other Company (Party pursuant to this Section 9.02(e) and the applicable Taxing Authority later requires the first Party or its Affiliates)Affiliates to repay to such Taxing Authority all or a portion of the amount of such refund, 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 then the other Party is or may be responsible pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay repay to the other Party, first Party or its applicable Affiliate the amount the first Party or its Affiliate was required to repay to the Taxing Authority (including interest imposed by the Taxing Authority) within ten (10) days Business Days of the Final Determination of such adjustment an amount equal first Party’s notice to the amount of other Party that such reduction in the Taxes of the Benefited Partyrepayment is required. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. Buyer shall promptly pay (or cause to be paid to) the Sellers’ Representative (for the benefit of the Selling Parties) (i) Each any refund (or credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that begins after the Closing Date) of Taxes paid by any 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 its (ii) the portion of any refund (or credit in lieu thereof to the extent such credit actually reduces Taxes for a Tax period that begins after the Closing Date) of Taxes paid by any of any member of the Company Group for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 6.15(b) hereof) actually received by any member of the Company Group (or 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 Company Group (or any of their respective Affiliates) (resulting from such refund or credit in lieu thereof; provided, however, that none of the “Claiming Company”) Sellers’ Representative or Selling Parties shall be entitled to Refunds that relate to Taxes for which it (any such refund or its Affiliates) is liable hereunder. For the avoidance of doubt, credit in lieu thereof to the extent that (x) resulting from a particular Refund carryback of 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 may be allocable to a Straddle Period with respect to which by Buyer or any of its Affiliates (including the Parties may share responsibility pursuant to Sections 2 and 3, Company Group) made after the portion of such 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 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), Closing Date to the extent a claim ▇▇▇▇▇ was not previously indemnified or otherwise reimbursed for a Refund results in a Correlative Detriment to the other Company such Taxes. Buyer shall pay (or its Affiliatescause 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), 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 that any refund that 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 paid over by Buyer pursuant to this Agreement (the “Benefited Party”), then the Benefited Party shall pay Section 6.15(f) is subsequently disallowed or required to be returned to the other Partyapplicable Governmental Authority, within ten (10) days of the Final Determination of such adjustment an amount equal to Sellers’ Representative shall promptly repay the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund refund, together with any interest, penalties or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid additional amounts imposed by such other Company Governmental Authority, to the Claiming Company in immediately available funds in accordance with Section 4Buyer. 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 3.06(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 AgreementSection 6.15(f), no amount described in the first sentence of this Section 6.15(f) shall be payable to the Sellers’ Representative to the extent the payment or receipt of such refund or credit in lieu thereof could reasonably be expected to have the effect of increasing any present or future Tax Liability of, or decreasing any present or future Tax benefit for, any of the Company that has claimed (Group, Buyer or caused one or more any of its Buyer’s Affiliates to claim) a Refund shall be liable for any Taxes that become due and payable as a result of taxable period ending after the subsequent adjustment, if any, to the Refund claimClosing Date.

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) Each 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 its Affiliatesthe 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 such refunds will be claimed in cash rather than as a credit against future Tax liabilities, (iv) Purchaser and the “Claiming Company”Company Group shall cooperate with the Sellers’ Representative (for the benefit of the 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 period ending on or prior to the Closing Date and for any Straddle Period no later than thirty (30) days after the end of such period, (v) a Pre-Closing Tax Refund with respect to the portion of a Straddle Period ending on and including the Closing Date shall be entitled determined in accordance with Section 8.9(e) and Purchaser shall pay over to Refunds that relate the Sellers’ Representative (for the benefit of the Sellers) the actual and/or deemed Pre-Closing Tax Refund for such period (including estimated Taxes paid prior to Taxes the Closing Date) within ten (10) days after the filing of the Tax Return for which it such period, and (or its Affiliatesvii) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund Pre-Closing Tax Refunds are reduced because of Taxes may be allocable the inability to a Straddle Period with respect close the tax year of any member of the Company Group on the Closing Date, then Purchaser shall pay over to which the Parties may share responsibility pursuant to Sections 2 and 3, Sellers’ Representative (for the portion benefit of such Refund to which each Party will be entitled shall be determined by comparing the Sellers) 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 pay to the other Party, reduction within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes filing of the Benefited PartyTax Return for the applicable Straddle Period. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 subsequent adjustment, if any, to the Refund claim.

Refunds. (i) Each Company (and its Affiliates) (the “Claiming Company”) Seller shall be entitled to Refunds that relate retain, or receive prompt payment from Buyer or any of its Affiliates of, any refund (including any credit in lieu of a refund, which credit arises as a result of an overpayment and which otherwise would have been payable in cash by the relevant Taxing Authority at the election of the taxpayer) received or realized in cash with respect to Taxes attributable to any Transferred Company, the Transferred Assets or the Transferred Business for which it (any Indemnified Taxes, net of any Taxes imposed with respect thereto and other out-of-pocket costs or its Affiliates) is liable hereunder. For the avoidance of doubtexpenses 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 particular Refund 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 may be allocable to for a Straddle Period, the use of any such item arising in a Post-Closing Tax Period and (C) such refund (or credit) is not taken into account in the calculation of Net Working Capital or 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 (as directed by B▇▇▇▇), together with any interest, penalties or other amounts imposed by the relevant Governmental Entity with respect to such amount. In connection with the foregoing, if Seller determines that any of the Transferred Companies is entitled to file or make a formal or informal claim for a refund (to which Seller would be entitled under the Parties may share responsibility pursuant first sentence of this Section 7.07(c)) of Taxes (including by filing an amended Tax Return) with respect to Sections 2 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 3, Seller shall be entitled to control the portion prosecution of such Refund 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 each Party will Seller would be entitled shall be determined under the first sentence of this Section 7.07(c) that is received or realized in cash by comparing the amount Buyer or any Affiliate thereof, net of payments made any unreimbursed costs incurred by a Party to a Tax Authority Buyer and its Affiliates in respect of such refund (or to the other Party (credit) 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 pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party. (iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such 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, 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 arising or that become due and payable would arise as a result of the subsequent adjustmentreceipt of such refund (or credit) or interest thereon, if anypromptly after receipt (or realization in cash) thereof. Buyer and the Transferred Companies shall be entitled to retain, or receive prompt payment from Seller or any of its Affiliates with respect to, any other refund, credit, offset or other similar benefit in each case received or realized with respect to Taxes attributable to any Transferred Company, the Refund claimTransferred Assets or the Transferred Businesses.