Common use of Tax Refunds Clause in Contracts

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax refunds that are received by Buyer, refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the Company, Newco case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Sold SubsidiariesBusiness (each, and any amounts credited against Taxes a “Tax Asset”) attributable to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period (other than any such refund or portions thereof credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the Companycase may be, Newco or the Sold Subsidiaries attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Buyer Purchaser shall pay over and shall cause its Affiliates to pay, to Seller any such refund received by Buyer or the amount of any such creditthe Tax Asset, net of all any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including Taxes) imposed or incurred by Buyeramended Tax Returns), Newco, the Company, or the Sold Subsidiaries with respect take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss perfect their rights in a Pre-Closing and obtain all Tax Period that can, Assets for which Seller is entitled pursuant to applicable this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax lawAsset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be carried back entitled to an earlier taxable period to generate a refund through the amendment any refunds (including any interest received thereon) in respect of a non-Seller Group any federal, state, local or foreign Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware liability of the availability Transferred Entities or in respect of such refundthe Business received following the Closing Date.

Tax Refunds. Any Buyer may, at its option, cause the Company to elect, where permitted by applicable Law, to carry forward or carry back any Tax refunds attribute carryover that are would, absent such election, be carried back to a Pre-Closing Tax Period or Straddle Period. Buyer shall promptly notify Seller of and pay (or cause to be paid) to Seller: (a) any refund of Taxes paid by the Company for any Pre-Closing Tax Period actually received by Buyer, the Company; or (b) a portion of any refund of Taxes paid by the Company for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.8 hereof) actually received by the Company, Newco in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer or the Sold SubsidiariesCompany (or any Affiliate thereof) resulting from such refund; provided, and however, that Seller shall not be entitled to any amounts credited against Taxes refund to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in extent such refund relates to a carryback of a Tax attribute from any period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over (or cause to be paid) the amounts described in the second sentence of this Section 7.8 within thirty (30) days after the actual receipt of the Tax refund giving rise to Buyer’s obligation to make payment hereunder with respect thereto. At the request of Seller, Buyer shall reasonably cooperate with Seller in obtaining any such refunds for which Seller is entitled pursuant to this Section 7.8, including through the filing of amended Tax Returns or refund received claims as prepared by Seller, at the expense of Seller; provided, however, that any such amended Tax Return shall be prepared by Seller, Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to Buyer for its review prior to the time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Buyer shall not be required to cooperate with Seller in obtaining such refunds (or, notwithstanding anything to the contrary contained herein, consent to the filing of such amended Tax Return) if such refund could reasonably be expected to adversely affect Buyer or the amount of Company (or any such credit, net of all expenses (including TaxesAffiliate thereof) imposed in any Straddle Period or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a PrePost-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any The amount of any refund or credit in lieu of a refund of any Tax refunds that are (including any interest paid by a Governmental Authority thereon) with respect to the Business or the Purchased Assets received by Buyer, the CompanyParent, Newco any Seller, or the Sold Subsidiariesany of their respective Affiliates, and attributable to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries Period shall be for the account of Parent or such Seller. Buyer shall pay over to Seller any such refund received by Buyer or , as applicable, and the amount of any such credit, net refund or credit in lieu of all expenses a refund of any Tax (including Taxesany interest paid by a Governmental Authority thereon) imposed with respect to the Business or incurred the Purchased Assets received by Buyer, NewcoParent, the Companyany Seller, or any of their respective Affiliates, and attributable to any Post-Closing Tax Period shall be for the Sold Subsidiaries with respect to account of Buyer. The amount of any such refund (including any interest paid by a Governmental Authority thereon) and the dollar amount of any such credit received by Buyer, Parent or creditany Seller or any of their Affiliates shall be paid by Buyer, Parent or any Seller, as applicable, to the other party within fifteen (15) calendar days after actual receipt of such refund is received or application of the Tax Return claiming such credit against Taxesis filed. To Parent shall control the extent that prosecution of any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate claim for a refund through or credit of Property Taxes with respect to the amendment of a non-Seller Group Tax Return for a Business or the Purchased Assets that relates to any Pre-Closing Tax Period; provided that Parent shall not settle or otherwise resolve any such claim without the prior written consent of Buyer (which consent shall not be unreasonable withheld, Buyer, at delayed or conditioned) to the sole expense of Seller, shall cause Newco, extent that any such claim may adversely affect the Company Business or the Sold Subsidiaries to amend such Tax Return for such PrePurchased Assets in a Post-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundPeriod.

Tax Refunds. Any Tax refunds that are received by Buyer, refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the Company, Newco case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Sold SubsidiariesBusiness (each, and any amounts credited against Taxes a “Tax Asset”) attributable to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period (other than any such refund or portions thereof credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the Companycase may be, Newco or the Sold Subsidiaries attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Buyer Purchaser shall pay over and shall cause its Affiliates to pay, to Seller any such refund received by Buyer or the amount of any such creditthe Tax Asset, net of all any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including Taxes) imposed or incurred by Buyeramended Tax Returns), Newco, the Company, or the Sold Subsidiaries with respect take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss perfect their rights in a Pre-Closing and obtain all Tax Period that can, Assets for which Seller is entitled pursuant to applicable this Section 8.05. None of Purchaser or its Affiliates shall surrender, forfeit, fail to collect or otherwise minimize or delay any material Tax lawAsset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be carried back entitled to an earlier taxable period to generate a refund through the amendment any refunds (including any interest received thereon) in respect of a non-Seller Group any federal, state, local or foreign Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware liability of the availability Transferred Entities or in respect of such refundthe Business received following the Closing Date.

Tax Refunds. (i) Any cash Tax refunds that are refund (or credit received by Buyerin lieu of a cash Tax refund) of Taxes of the Business Companies with respect to any Pre-Closing Tax Period and (ii) any overpayments of estimated Taxes of a Business Company with respect to any Straddle Period (determined on the basis of the principles set forth in Section 5.14(a)(iii)), to the Company, Newco or extent such overpayments offset the Sold Subsidiaries, and any amounts credited against Taxes Tax liability of the Business Company with respect to which Buyer, the Company, Newco or portion of the Sold Subsidiaries become entitled in a Tax period ending Straddle Period beginning after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Companyin each case, Newco or the Sold Subsidiaries shall be for the account benefit of SellerSellers, subject to the terms of this Section 5.14(i). Buyer The amount of such refund, credit or overpayment shall pay over be paid to the applicable Seller fifteen (15) days after receipt by a Business Company of a cash Tax refund or after filing of the final Tax Return reflecting the application by a Business Company of the relevant amount as a credit or offset against Taxes. Notwithstanding the foregoing (A) Sellers shall not be entitled to any payment pursuant to this Section 5.14(i) (1) unless the Tax payment being refunded (or utilized as a credit or offset) was paid by Sellers or their Affiliates prior to the Closing Date, included as a liability in the final determination of the Final Adjustment Amount, or indemnified by Parent under the terms of this Agreement, (2) to the extent such refund received by refund, credit or offset is attributable to any Tax attribute arising in a taxable period (or portion thereof) beginning after the Closing Date or to any Tax attribute of Buyer or its Affiliates (excluding, for this purpose, the Business Companies) whether arising before, on or after the Closing Date, (3) to the extent such refund, credit or offset is the subject of a then-pending audit or other examination, or (4) with respect to any Tax refund (or credit) that was taken into account in the final determination of the Final Adjustment Amount; and (B) the amount of any such credit, payment to Sellers hereunder shall be net of all expenses (including Taxes) imposed costs, expenses, losses or Taxes incurred by Buyer, Newco, Buyer or its Affiliates in connection with the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund refund, credit or application of such credit against Taxes. To the extent that offset and any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant payments to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundSellers hereunder.

Tax Refunds. Any Rights and benefits relating to all credits or refunds of Tax refunds that are received by Buyer, liabilities of the Company, Newco Acquired Companies no matter how secured (including credits for overpayment of estimated Taxes) arising from or the Sold Subsidiaries, and relating to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Years or portions thereof of the Company, Newco or the Sold Subsidiaries a liability for Tax for which Sellers have provided an indemnity under Section 9.1(a) shall remain with and be for the account benefit of Seller. Sellers, and Buyer shall pay over to Seller any such refund received by Buyer or Sellers the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such Tax refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To Taxes received by Buyer or by any of the Acquired Companies plus any overpayment interest accruing from the date the corresponding Tax liability was paid, but only to the extent such Tax Refund was not included in the Final Adjusted Book Value. Notwithstanding any provision in this Agreement to the contrary, Buyer and Sellers agree that none of the Acquired Companies shall carry back any expense creates a net operating loss, loss in a from operations or any other Tax Attribute of any of the Acquired Companies to any Pre-Closing Tax Period Years and Buyer agrees that can, it will indemnify and hold harmless Sellers against any Losses or liabilities for Tax and expenses related thereto (including any amounts of Taxes for which Sellers have provided an indemnity pursuant to applicable Tax law, be carried back Section 9.1(a)) that are attributable to an earlier taxable period to generate or result or arise from a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware breach of the availability of such refundcovenant provided in this sentence.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. (a) The Buyer shall promptly pay over and shall cause the relevant Buyer Designees to Seller any such refund received by Buyer or promptly pay to General Motors an amount equal to the amount of any such credit, net of all expenses refund or benefit actually realized (including Taxesby way of set-off to a liability to Tax) imposed (“Tax Refund”) received or enjoyed by the Buyer, any Buyer Designee, or any Target Group Company after Closing or their Affiliates, less the amount of any costs (including Tax costs) incurred by Buyerthe Buyer or any Buyer Designee or any Target Group Company or Affiliate in obtaining such Tax Refund, Newco, to the Company, extent attributable to (x) Pre-Closing Taxes paid by the Target Group Companies (or Taxes paid by AOAG or the Sold Subsidiaries Assets Sellers with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period) before the Closing Date or that have reduced the Autocos Purchase Price (as a result of being factored in the Closing Financial Debt, Buyerthe Closing Cash or the difference between (i) the Closing Working Capital and (ii) the Reference Working Capital) (provided (i) that Tax Refunds that were taken into account in the determination of the Xxxxx Book Value, at the sole expense of Sellerif any, shall cause Newcobe taken into account only for 20% of the book value attributed to such Tax Refunds for the purposes of the determination of the Xxxxx Book Value, as well as the portion of such Tax Refunds, if any, exceeding the amount taken into account in the Xxxxx Book Value, (ii) that Tax Refunds that have increased the Autocos Purchase Price (as a result of being factored in the Closing Financial Debt, the Company Closing Cash or the Sold Subsidiaries difference between (i) the Closing Working Capital and (ii) the Reference Working Capital) shall not be reimbursed and (iii) that Tax Refunds attributable to amend a Straddle Period shall be allocated by applying, mutatis mutandis, the principles of Section 8.6(d)) or (y) payments previously made by General Motors or its Affiliates on account of Indemnified Taxes (for an amount equal to the lesser of (i) the payment received on account of such Indemnified Taxes (net of any Tax and unreimbursed cost incurred in that respect) and (ii) the Tax Refund (net of any Tax and cost incurred in that respect)) to the extent such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of Refund relates to the availability Indemnified Taxes that gave rise to a payment and provided that the Buyer or the relevant Buyer Designee shall have the right to first deduct from the amount of such refundTax Refund any amount that has been finally determined to be due from General Motors under a Claim pursuant to the procedures set forth in Article 14.

Tax Refunds. Any Tax All refunds that are of Taxes received by Seller or Buyer after the Closing with respect to the Property (“Tax Refund”) shall be applied (A) first, to Seller or Buyer, as the Companycase may be, Newco to the extent of third party expenses incurred by either party in protesting and obtaining such Tax Refund, (B) second, to Buyer to the extent that such Tax Refund is required to be paid to (or credited against other amounts payable by) the Sold SubsidiariesTenants under the Leases, and (C) third, (x) to Seller if such Tax Refund is for any amounts credited against Taxes to period which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after ends before the Closing Date, (y) to Buyer if such Tax Refund is for any tax period which commences after the Closing, and (z) with respect to any Tax Refund that relate applies to Pre-a period of time that elapses prior to, inclusive of, and subsequent to, the Closing Date, to Seller and Buyer, prorated on a per diem basis. If Seller or Buyer receives any Tax Periods Refund, then each shall retain or pay such amounts (or portions thereof of thereof) in order that such payments are applied in the Company, Newco or the Sold Subsidiaries shall be for the account of Sellermanner set forth in this Subsection. Buyer shall pay over hereby agrees to execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling any tax appeal proceeding commenced by Seller any such refund received by Buyer or prior to the Closing Date and collecting the amount of any such creditTax Refund, net of all expenses (including Taxes) provided that no liability or obligation is imposed on Buyer in connection with, or incurred by Buyer, Newcoas a result of, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt execution and delivery of such refund documents. Prior to the Inspection Date, as part of the Seller Deliveries, Seller shall deliver to Buyer a schedule of any and all tax appeal proceedings, protests or application contests that Seller has filed (or that have been filed on behalf of such credit against Taxes. To Seller) and that may result in the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment issuance of a non-Seller Group Tax Return for a Pre-Refund. The provisions of this 4.2.2(iii) shall survive the Closing Tax Period, Buyer, and shall not merge into any documentation delivered at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundClosing.

Tax Refunds. Any Except to the extent reflected as an asset (or an offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in Taxes paid or payable by or with respect to any Sale Entity shall, when actually realized (whether by an actual receipt of refund or credit, or by actual offset against other Taxes due and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and (ii) to Buyer if attributable to any other Taxes. To the extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence agrees promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For purposes of this Section 5.3(e), where it is necessary to apportion any such refund, credit or reduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiariesliability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and shall use Reasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any amounts credited against Taxes to which BuyerTax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the Companyapplicable Taxing Authority; provided, Newco any refund, credit or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries reduction shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit(in each case, net of all expenses any reasonable, documented out-of-pocket costs (including Taxes) imposed of Seller or its Affiliates incurred by Buyerin receiving such refund, Newcocredit or reduction of Taxes) if such refund, the Company, credit or the Sold Subsidiaries with respect reduction arises as a result of any carry back to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to (if such carry back is automatic and required by operation of applicable Tax lawLaw) of any net operating loss, be carried back net capital loss or other tax credit, in each case, that is attributable to an earlier or arises from any taxable period to generate a refund through (or portion thereof) commencing after the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundDate.

Tax Refunds. Any Seller shall be entitled to any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, (and any amounts credited credits claimed against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled Tax in lieu of a Tax period ending after refund) that any of the Closing Date, Acquired Companies receives that relate relates to any Pre-Closing Tax Periods or portions thereof Period and Buyer shall (subject to the terms of this Section 8.6) cause each of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall Acquired Companies to pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses credit within thirty (including Taxes30) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To credit; provided that (i) Seller shall not be entitled to any such Tax refund that is attributable to the carryback of any loss or other Tax Attribute arising in a taxable period (or portion thereof) beginning after the Closing Date or to the extent such Tax refund is taken into account as a current asset in the final determination of the Working Capital Amount; (ii) Seller shall only be entitled to such Tax refunds that are refunds of Taxes of the Acquired Companies that were paid on or prior to the Closing Date or for which a liability was taken into account in the final determination of the Working Capital Amount or for Taxes for which any expense creates a Buyer Indemnitee was indemnified under Article 7; (iii) the amount of any such Tax refund to be paid to Seller hereunder shall be net operating loss of all Taxes and reasonable out-of-pocket costs incurred by the Acquired Companies in a connection with obtaining such Tax refund and (iv) any Tax refund or credit with respect to Taxes for any Straddle Period shall be equitably apportioned consistent with the apportionment of Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through Taxes as set forth in the amendment definition of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, such term. Upon the request and at the sole expense of Seller, Buyer shall cause Newcothe Acquired Companies to file a claim for refund of any Taxes, including through the Company filing of amended Tax Returns or the Sold Subsidiaries otherwise in such form as Seller may reasonably request, to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundwhich Seller would be entitled pursuant to this Section 8.6.

Tax Refunds. Any Subject to this Section 6.3(g), all refunds of Taxes (other than refunds of Transfer Taxes, which shall be allocated in the same manner as Transfer Taxes are allocated under Section 6.3(e)) of the Company for any Pre-Closing Tax refunds Period (determined, with respect to a Straddle Period, in accordance with the same principles provided in Section 6.3(b)), whether in the form of cash received from the applicable Governmental Authority or a direct credit against Taxes that are not Indemnified Taxes, shall be for the benefit of the Contributors. To the extent that Buyer or the Company receives a refund that is for the benefit of the Contributors, Buyer shall pay to the Contributors Representative for distribution to the Contributors the amount of such refund (without interest other than interest received from the applicable Governmental Authority), net of any reasonable costs incurred by BuyerBuyer or its Affiliates in obtaining, receiving or paying over such refunds, including Taxes). The net amount due to the Contributors shall be payable ten (10) days following actual receipt of such Tax refund (or, if the refund is in the form of direct credit, ten (10) days after filing the Tax Return claiming such credit). Nothing in this Section 6.3(g) shall require that Buyer make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Buyer and the Company, Newco ) that is with respect to (A) any refund of Tax that is the result of the carrying back of any Tax attribute or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled Tax credit incurred in a Tax period ending (or portion thereof) beginning after the Closing Date, that relate (B) any refund of an Indemnified Tax paid after the Closing Date to Pre-Closing Tax Periods or portions thereof of the Company, Newco or extent the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Contributors have not indemnified Buyer or the amount of Company for such Taxes, (C) any such creditrefund for Tax that is reflected as a current asset (or offset to a current liability) on the Closing Date Working Capital, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Companyas finally determined, or (D) any refund for Tax that gives rise to a payment obligation of the Sold Subsidiaries with respect Company to such refund any Person under applicable Law or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment provision of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, contract or other agreement entered into (or assumed) by the Company or the Sold Subsidiaries prior to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundClosing.

Tax Refunds. Any During the Indemnification Period, any refund of Taxes (or any credit against future Taxes in lieu of a refund) relating to the Company or any Company Subsidiary (a “Tax refunds Refund”) that are received by Buyer, is attributable to a taxable period which ends on or before the Company, Newco or Closing Date (other than any such amount that is attributable to the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, carryback from a Post-Closing Tax Period (including the Company, Newco or portion of a Straddle Period that begins on the Sold Subsidiaries become entitled in a Tax period ending date after the Closing Date) of Tax items of the Company or any Company Subsidiary) shall be credited to the Sellers. The Buyer shall be entitled to all other Tax Refunds relating to the Company or any Company Subsidiary; provided, however, during the Indemnification Period, Tax Refunds attributable to Straddle Periods shall be calculated and allocated between the parties in a manner consistent with the provisions of Section 11.2. The Buyer, on the one hand, and the Sellers, on the other hand, shall promptly pay (or cause to be paid) to the other party any Tax Refund or portion thereof, and the relevant portion of any interest, actually received to the extent that such other party is entitled under this Section 11.8 to such Tax Refund or portion thereof and, if applicable, interest; provided, however, that relate any such payment shall be net of any Tax cost to Pre-Closing the payor party attributable to the receipt of such Tax Periods Refund (or portions thereof related interest) and/or the payment of such amounts to the payee party. In connection with the foregoing, during the Indemnification Period, the Buyer, at the Sellers’ sole expense, shall promptly comply, or shall cause the Company, Newco any Company Subsidiary or applicable Affiliate to promptly comply, with the Sold Subsidiaries shall written request of the Sellers’ Representative to claim a Tax Refund, or file an amended Tax Return claiming a Tax Refund, unless the Buyer reasonably determines that such action would not be for the account of Seller. Buyer shall pay over supported by applicable Law or would result in adverse Tax consequences to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses Affiliate thereof (including Taxesthe Company or any Company Subsidiary) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a PrePost-Closing Tax Period. If, Buyersubsequent to a Taxing Authority’s allowance of a Tax Refund, at the sole expense of Sellersuch Taxing Authority reduces or eliminates such Tax Refund, shall cause Newco, the Company such Tax Refund or the Sold Subsidiaries relevant portion thereof, plus any interest received thereon, previously forwarded or reimbursed under this Section 11.8 shall be returned, promptly upon request, to amend the party which had previously forwarded or reimbursed such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundamount.

Tax Refunds. Any Except to the extent reflected as an asset (or an offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in Taxes paid or payable by or with respect to any Sale Entity shall, when actually realized (whether by an actual receipt of refund or credit, or by actual offset against other Taxes due and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and (ii) to Buyer if attributable to any other Taxes. To the extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence agrees promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For purposes of this Section 5.3(e), where it is necessary to apportion any such refund, credit or reduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiariesliability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and shall use Reasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any amounts credited against Taxes to which BuyerTax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the Companyapplicable Taxing Authority; provided, Newco any refund, credit or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries reduction shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit(in each case, net of all expenses any reasonable, documented out-of-pocket costs (including Taxes) imposed of Seller or its Affiliates incurred by Buyerin receiving such refund, Newcocredit or reduction of Taxes) if such refund, the Company, credit or the Sold Subsidiaries with respect reduction arises as a result of any carry back to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to (if such carry back is automatic and required by operation of applicable Tax lawLaw) of any net operating loss, be carried back net capital loss or other tax credit, in each case, that is attributable to an earlier or arises from any taxable period to generate a refund through (or portion thereof) commencing after the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.Date. (f)

Tax Refunds. Any Tax refunds that are received by Buyer(a) Except as provided in Section 9.6.4(b), the Companyamount or economic benefit of any refunds, Newco credits or the Sold Subsidiaries, and offsets of Taxes (including any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled interest in a Tax period ending after the Closing Date, that relate to respect thereof) of any Acquired Company (including any foreign tax credits for taxes incurred during any Pre-Measurement Tax Period) for any Pre-Measurement Tax Period, to the extent not reflected in the Final Closing Tax Periods or portions thereof of the CompanyFinancial Statements, Newco or the Sold Subsidiaries shall be for the account of SellerABB. Buyer shall pay over Notwithstanding the foregoing and provided that Sirius America cannot elect to Seller waive a carryback without causing its U.S. Affiliates to also waive a carryback, any such refund received by Buyer refunds, credits or offsets of income Taxes shall be for the amount account of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect Purchaser to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates such refunds, credits or offsets of income Taxes are attributable (determined on a net operating loss in marginal basis) to the carryback from a Pre-Closing Tax taxable period beginning after the Measurement Date (or the portion of a Straddle Period that canbegins on the day after the Measurement Date) of items of loss, pursuant to applicable deductions, or other Tax lawitems, be carried back to an earlier of any Acquired Company (or any of their respective Affiliates, including Purchaser). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any taxable period to generate a refund through beginning after the amendment Measurement Date shall be for the account of a non-Seller Group Tax Return Purchaser. The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for a Pre-any Straddle Period shall be equitably apportioned between ABB and Purchaser; provided, however, that any refunds, credits or offsets of Taxes (including any interest in respect thereof) reflected in the Closing Tax Period, Buyer, at the sole expense of Seller, Financial Statements shall cause Newco, the Company or the Sold Subsidiaries to amend be excluded from any such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundapportionment.

Tax Refunds. Any (i) The Company Securityholders will be entitled to all cash refunds (or credits taken in lieu thereof) of Tax refunds that are received by Buyer, of the Company, Newco Company or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold of its Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to for Pre-Closing Tax Periods (including, for the avoidance of doubt, the portion of any Straddle Period ending on the Closing Date as determined under Section 11.3(g)), but only to the extent that (i) the Taxes being refunded (or portions thereof credited) were (x) paid by the Company or its Subsidiaries before the Determination Time, (y) included as current liabilities in the Closing Net Working Capital Amount, as finally determined or (z) indemnified pursuant to Section 8.2 and (ii) the relevant Tax refund (or credit) (x) was not included as a current asset or as a reduction or offset to current liabilities in the Closing Net Working Capital Amount, as finally determined and (y) does not arise out of any losses, credits or other Tax attributes that arose after the Closing Date (including, for the avoidance of doubt, the portion of any Straddle Period beginning after the Closing Date as determined under Section 11.3(g)). Buyer and its Affiliates (including the Company and its Subsidiaries) shall be entitled to any and all other refunds and credits of Tax of the CompanyCompany and any of its Subsidiaries. If Buyer, Newco the Surviving Corporation or any of their Affiliates receives any refund (or credit taken in lieu thereof) of Tax to which the Company Securityholders are entitled pursuant to this Section 11.3(e), Buyer or the Sold Subsidiaries shall be Surviving Corporation will promptly pay (or cause their respective Affiliates to pay) the amount of such refund (including interest actually received from a Governmental Entity in connection therewith, but net of Taxes and other reasonable costs and expenses) to the Securityholder Representative for distribution to the account of SellerCompany Securityholders. Buyer shall pay over to Seller If any such refund received (or credit) is paid over to the Securityholder Representative pursuant to this Section 11.3(e) and all or any portion of such refund (or credit) is subsequently disallowed or required to be repaid to any Governmental Entity, then the Securityholder Representative shall promptly cause the Company Securityholders to repay such amount (plus any interest, penalties and additions to Tax imposed by a Governmental Entity) to Buyer or the amount Surviving Corporation, as applicable. Upon a request from the Securityholder Representative, Buyer shall cause the Surviving Corporation to use its commercially reasonable efforts to obtain any refund (or credit for overpayment) that the Company Securityholders are entitled to pursuant to this Section 11.3(e). Each of Buyer, the Surviving Corporation and the Surviving Corporation’s Affiliates will claim the carryback of any such creditnet operating losses or operations losses, net of all expenses (including Taxes) imposed as applicable, from any taxable period that ends before or incurred by Buyeron, Newcoor includes, the Company, or the Sold Subsidiaries with respect Closing Date to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To all prior taxable periods to the extent that permitted by Law. For the avoidance of doubt, any expense creates a net operating loss in a Pre-Closing Tax Period that can, Returns filed pursuant to applicable Tax law, this Section 11.3(e) shall be carried back subject to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundreview and comment procedures set forth in Section 11.3(a).

Tax Refunds. If an Agent or a Lender receives a refund of, or in respect of, any Applicable Taxes with respect to which the Borrower has paid additional amounts pursuant to Section 5.06(a) and (i) either: (A) such refund (as received by such Agent or such Lender) is specifically referable to such Applicable Taxes; or (B) such Agent or such Lender determines (in its sole discretion) that such refund is in respect of, such Applicable Taxes; and (ii) such Agent's or such Lender's (as applicable) tax affairs for its tax year in respect of which such refund was obtained have been finally settled, then in each case such Agent or such Lender shall, to the extent it can do so without prejudice to the retention of such refund, pay to the Borrower an amount equal to such refund (but only to the extent of additional amounts paid by the Borrower under Section 5.06(a) with respect to the Applicable Taxes giving rise to such refund), net of all out-of-pocket expenses and Taxes incurred by such Agent or such Lender with respect thereto and without interest (other than any interest paid by the relevant Government Authority with respect to such refund). Any Tax refunds such payment by any Agent or any Lender shall be applied toward payments of amounts then owed by the Borrower under this Agreement if, at the time of such payment, an Event of Default has occurred and is continuing. The Borrower shall indemnify each Agent and each Lender on an after-tax basis for any Taxes that are received by Buyerimposed on such Person as a result of the disallowance, the Companyunavailability, Newco recapture or the Sold Subsidiariesreduction of any such refund, and any amounts credited against Taxes as to which Buyer, such Person has already made payment in full to the Company, Newco Borrower as required by this paragraph (d). Nothing herein shall oblige any Agent or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate any Lender to Pre-Closing Tax Periods or portions thereof disclose any of the Companytax returns, Newco books or other records of such Person, nor shall anything herein interfere with the Sold Subsidiaries right of any Agent or any Lender to arrange its tax and commercial affairs and its dealings with its various customers in whatever manner it thinks fit. In particular, no Agent or Lender shall be for the account under any obligation to claim credit, relief, remission or repayment from or against its corporate profits or similar tax liability in respect of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such creditTax, net of all expenses (including Taxes) imposed deduction or incurred by Buyerwithholding as aforesaid in priority to any other claims, Newcoreliefs, the Company, credits or the Sold Subsidiaries with respect deductions available to such refund it or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss it determines in a Pre-Closing Tax Period that can, pursuant its sole discretion to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundinadvisable.

Tax Refunds. Any Tax refund or credit, including any interest paid or credited by a Governmental Authority with respect thereto of the Blocker Company, the Company or its Subsidiaries (whether received as a cash refund or a credit against Taxes otherwise payable) that is attributable to any Pre-Closing Tax Period net of any Taxes incurred as a result of the receipt of such Tax refunds that are or credits (such Tax refunds or credits, a “Pre-Closing Tax Refund”) will be the property of the Escrow Participants, and, (i) if received by BuyerAcquiror, the Blocker Company, the Company, Newco its Subsidiaries or any Affiliate thereof, or (ii) when used by Acquiror, the Sold Subsidiaries, and any amounts credited against Taxes to which BuyerBlocker Company, the Company, Newco its Subsidiaries, or any Affiliate thereof to credit an account with a Governmental Authority, will be paid over promptly to the Sold Subsidiaries become entitled Paying Agent (for payment to the Escrow Participants in a Tax period ending after accordance with the Closing DateDistribution Waterfall) and A-1 Manufacturing, Inc. (for payment to the Bonus Payment Recipient in accordance with the Distribution Waterfall); provided, however, that relate to any Pre-Closing Tax Periods or portions thereof Refund received in respect of the Company, Newco or the Sold Subsidiaries Blocker Company shall be for paid only to the account of Blocker Seller. Buyer A Pre-Closing Tax Refund with respect to a Straddle Period shall pay over to Seller any such refund received by Buyer or be determined in accordance with the amount of any such creditprinciples in Section 7.5(j)). Acquiror will, net of all expenses (including Taxes) imposed or incurred by Buyerif the Holder Representative so requests, Newcocause the Blocker Company, the Company, or any of its Subsidiaries to file for and use commercially reasonable efforts to obtain any Pre-Closing Tax Refund that is allocable to the Sold Subsidiaries Escrow Participants pursuant to this Section 7.5(h), including amending any Tax Return filed, filing or causing to be filed a claim for a refund of any Taxes paid with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can(including to carryback any net operating loss or tax credits to one or more prior taxable years of an entity in the Company Group for state, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a local or non-Seller Group Tax Return U.S. tax purposes) or filing or causing to be filed IRS Form 4466 (and any corresponding state or local tax forms, if applicable), provided that the Escrow Participants will promptly reimburse the Blocker Company, the Company, or its Subsidiaries, as applicable, for a any reasonable out-of-pocket expenses incurred in filing, defending or prosecuting any Pre-Closing Tax Period, Buyer, Refund at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware request of the availability of such refundHolder Representative.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after After the Closing Date, that relate except to Pre-Closing Tax Periods the extent (i) included as an asset, or portions thereof as a reduction in a liability, in Net Working Capital (including any employment or payroll tax credits included as an asset or reduction in a liability in Net Working Capital) or as an offset or adjustment to the calculation of Indebtedness, in each case, as finally determined hereunder or (ii) attributable to the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount carryback of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates loss from a net operating loss in a PrePost-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at Seller shall be entitled to all Tax refunds (and Overpayment Credits) received by Purchaser2 or any of its Affiliates (including any Company Entity) after the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return Closing Date for such any Pre-Closing Tax Period as soon as reasonably practicable of a Company Entity (including any Tax refunds attributable to the carryback of items from a Pre-Closing Tax Period). Purchaser2 will pay over to Seller any such Tax refund (but in all cases within ten business days) after becoming aware of the availability actual receipt of such Tax refund (or, in the case of any such Overpayment Credit, promptly (but in all cases within ten business days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable), less reasonable out of pocket expenses and Taxes incurred to obtain such Tax refunds or Overpayment Credits. Any Tax refund or Overpayment Credit received or realized with respect to Taxes attributable to any Company Entity for a Straddle Period shall be equitably apportioned between Seller and Purchaser2 in a manner consistent with the principles set forth in Section 7.05(b). Subject to Section 7.05(h), upon reasonable written request by Seller, to the extent permitted by applicable Law, after the Closing, Purchaser2 49 shall, and shall cause the Company Entities, at the sole cost and expense of Seller, (A) to use commercially reasonable efforts to file for and diligently pursue any Tax refund claims from the Tax period ending on or before the Closing Date and the carrybacks described below in order to legally maximize and obtain any such Tax refunds or credits and (B) to request a refund (rather than a credit in lieu of a refund) with respect to Tax refunds for all Pre-Closing Tax Periods. The parties shall cooperate, and cause their Affiliates to cooperate, with respect to any such refund request or in any such claim for refund. After the Closing, Purchaser2 shall be entitled to any refunds or credits of or against any Taxes of any Company Entity other than any refunds or credits to which Seller is entitled pursuant to this Section 7.05(e) (which, for the avoidance of doubt, shall not limit any payments under Section 7.05(g)).

Tax Refunds. Any Tax From and after the Closing, VS Holdco shall promptly (i) pay to Parent the amount of any refunds that are or credits received by Buyerthe Acquired Companies in respect of any Excluded Tax and (ii) without duplication, reimburse Parent for any estimated tax payment made by Parent or any Acquired Company prior to the Closing to the extent, and at the time, such payment (or any portion thereof) is refunded to any Acquired Company or is used to offset or reduce any Tax liability of Buyer or any of its Affiliates (including, for the avoidance of doubt, any Acquired Company) with respect to any Post-Closing Tax Period (in each case, Newco net of any Taxes imposed thereon or Taxes imposed on any Acquired Company or any other direct or indirect equity holders (other than Parent) on repatriating the amount of such refund to Buyer and any reasonable third-party out-of-pocket expenses incurred by Buyer or the Sold SubsidiariesAcquired Companies, and as the case may be, in obtaining such refund or credit). Notwithstanding the foregoing, VS Holdco shall have no obligation to pay to Parent any amounts credited against Taxes amount of a refund or credit with respect to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending that was paid by an Acquired Company after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof Date and for which Parent has not provided indemnification for such Tax. Any refunds of the Company, Newco or the Sold Subsidiaries any Transfer Taxes shall be for the account sole benefit of Seller. VS Holdco and to the extent Buyer shall pay over to Seller or Parent or their respective Affiliates (other than any Acquired Company) receives any such refund, such refund received by Buyer or the amount (net of any Taxes imposed thereon and reasonable third-party costs borne by such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect party to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of obtain such refund) shall be promptly paid to VS Holdco.

Tax Refunds. Any Except as set forth in Section 6.5(h), Parent shall promptly, but in any event no later than five (5) Business Days of receipt, pay and transfer, or cause to be paid and transferred to the Representative (for further distribution to the Former Holders of Series A Preferred Stock) and the holders of Transaction Incentive Award Amounts in the manner provided in Section 2.7(f), in each case in accordance with their respective Distribution Percentages, the amount of any cash Tax refunds refund that are is received by Buyerthe Surviving Corporation, Parent, the CompanyParent Group, Newco or any of their respective Affiliates with respect to (i) the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax taxable period ending after on the Closing DateDate or (ii) the filing of a Refund Form, that relate in each case with respect to Pre-Closing Tax Periods or portions thereof of clauses (i) and (ii) to the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or extent the amount of any such creditTax refund is attributable to the Transaction Tax Deductions (including any refund of estimated tax payments attributable to Transaction Tax Deductions or any refund resulting from the carryback of any Pre-Closing Net Operating Loss attributable to the Transaction Tax Deductions) (the amounts described in clauses (i) and (ii), each a “Refund Amount”), net of all expenses (including Taxes) imposed or any reasonable out-of-pocket costs incurred by BuyerSurviving Corporation, NewcoParent, the CompanyParent Group, or any of their respective Affiliates in connection with preparing and filing such Refund Forms and obtaining such Tax refunds. For purposes of this Section 6.5(f), the Sold Subsidiaries aggregate amount of the Refund Amounts shall not exceed the aggregate amount of the Refund Amounts calculated by taking into account the difference between the aggregate Tax refunds, if any, that would have been received by the Surviving Corporation, Parent, the Parent Group, or any of their respective Affiliates with respect to such refund or creditthe taxable period ending on the Closing Date and the filing of any Refund Forms without any Transaction Tax Deductions, within fifteen (15) calendar days after and the actual receipt aggregate amount of such refund Tax refunds received by the Surviving Corporation, Parent, the Parent Group, or application any of their respective Affiliates with respect to the taxable period ending on the Closing Date and the filing of such credit against Taxes. To Refund Forms taking into account the extent Transaction Tax Deductions, it being the intention that any expense creates a net operating loss in a Pre-Closing the payment of Tax Period that can, pursuant refunds to applicable the Representative be limited to Tax law, be carried back refunds attributable only to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Transaction Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundDeductions.

Tax Refunds. Any Other than such refunds of Taxes or overpayments taken into account in the Closing Working Capital or otherwise in the determination of Closing Arrangement Consideration or received or credited (in lieu of a cash refund) after the date on which Earnout Consideration has been finally determined in accordance with this Agreement (which refunds and overpayments shall be solely for the benefit of the post-Closing Company Group, provided that the Company Group did not intentionally delay such receipt or credit after such date), all Tax refunds that are received by Buyer, and overpayments of Tax of the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes Company Group relating to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof Period of the CompanyCompany Group (in each case, Newco net of any Losses relating to obtaining such refunds or overpayments, including Taxes payable on such amounts) that are not reflected in the settlement of Closing Working Capital, and that are actually received in cash or applied to reduce a cash Tax liability of the Company Group in a subsequent Taxable period, shall be solely for the benefit of the Company Securityholders. The Company Group and Purchaser shall cause such Tax refunds (or overpayments), net of Tax payable on such amounts and other costs and expenses to Purchaser or its Affiliates (including the Company Group) related to or arising in respect of such refund or overpayment and subject to Section 8.05(c), to be paid or added to the next distribution or payment that is otherwise to be made to the Company Securityholders pursuant to this Agreement or the Sold Subsidiaries Escrow Agreement and allocated among them by their Pro Rata Shares. If no such distribution or payment is made within twelve months of an amount coming due hereunder or if the aggregate amount due exceeds $1,000,000, the Purchaser shall promptly cause such amount to be paid to the Exchange Agent or as otherwise directed by the Securityholder Representative. For Tax purposes, any such payment to the Company Securityholders shall be treated as an adjustment to the purchase price to the extent permitted by Law. The Company Securityholders agree to repay to Purchaser the amount paid to them pursuant to this Section 6.07 (plus any interest, penalties or other charges imposed by the relevant taxing authority in respect of such amount) in the event that Purchaser or its Affiliates (including the Company Group) is required to repay such refund to such taxing authority. Notwithstanding the foregoing, any such refunds of Taxes shall be for the account of Seller. Buyer shall pay over Purchaser to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates such refunds of Taxes are attributable to the carryback from a net operating loss in a PrePost-Closing Tax Period that canof items of loss, pursuant to applicable deduction or credit, or other Tax lawitems, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company Group (or the Sold Subsidiaries to amend such Tax Return any of their respective Affiliates, including Purchaser). The amount of any refunds of Taxes of Company Group for such Preany Post-Closing Tax Period as soon as reasonably practicable after becoming aware shall be for the account of the availability of such refundPurchaser.

Tax Refunds. Any Tax Subject to the provisions of Section 7.4(a) and Section 3.10(f), the Company Securityholders will be entitled to all refunds that are actually received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, an Amtrol Company that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyernet of all Taxes payable by Purchaser or the Company attributable to the receipt of such refund (to the extent not included in the computation of the Company Post-Closing Tax Payment or otherwise paid by the Company Securityholders pursuant to Section 7.4(a)(i)), net of all costs and expenses incurred by Purchaser or the Company in obtaining such refund, and net of any Indemnified Taxes for which Purchaser or the Company has not then obtained recovery or reimbursement; provided that the Company Securityholders will not be entitled to any refunds attributable to carrybacks from periods ending after the Closing Date, or refunds that were reflected as assets in the Closing Statement (including any estimated and pre-paid Tax payments). If Purchaser or the Company receives any refund of Tax to which the Company Securityholders are entitled pursuant to this Section 7.4(g), Purchaser will pay (or cause the Company to pay) such refund of Tax (including any interest received thereon) to the Stockholder Representative pursuant to Section 3.10(d)(iii), provided that, for the avoidance of doubt, no amount of such tax refund shall be paid by Purchaser until after the Adjustment Escrow Release Date. In the event that Purchaser or the Company is required to repay all or any portion of such refund of Tax (including any interest received thereon) to the relevant Taxing Authority, the Stockholder Representative shall, at the sole expense of Sellerthe Company Securityholders, shall cause Newcoat the request of Purchaser, repay to Purchaser or the Company, as applicable, the Company amount paid over pursuant to this Section 7.4(g) (plus any penalties, interest or other charges imposed by the Sold Subsidiaries to amend relevant Taxing Authority) within five (5) Business Days of such Tax Return request. In applying this Section 7.4(g), any refund of Taxes (including any interest thereon) for such a Straddle Period will be allocated between the Pre-Closing Tax Period as soon as reasonably practicable after becoming aware and the portion of the availability Straddle Period beginning after the Closing Date in accordance with the principles of such refundSection 7.4(b). Purchaser shall be entitled to all refunds relating to any taxable period (or portion thereof) beginning after the Closing Date (including, without limitation, any refund that is attributable to any net operating loss carryforward of the Company arising in a Pre-Closing Tax Period, or any tax credits or other tax attributes of the Company carried forward from a Pre-Closing Tax Period to a taxable period (or portion thereof) beginning after the Closing Date); provided that, for the avoidance of doubt, Purchaser shall make Transaction Tax Benefit Payments to the Stockholder Representative (for distribution to the Company Securityholders in accordance with Section 2.4) in accordance with Section 7.4(c).

Tax Refunds. Any Tax refunds that are received by BuyerIf, the Company, Newco at any time on or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate Holdings or any affiliate thereof receives any income Tax refund, rebate, return or other similar payment (including as such a refund, rebate, return or other similar payment any amount which Holdings or such affiliate applies in reduction of its future income Tax liability in lieu of receiving the applicable refund, rebate, return or other similar payment) or credit of Taxes from the taxing authority of any jurisdiction relating to or arising out of any taxable period (or portion thereof) ending on or prior to the Closing Date, Holdings or such affiliate shall remit the full amount of such payment or credit to the Sellers in the percentage set forth next to such Seller's name on Schedule 1.4(b) within five business days of the receipt of such payment, utilization of such credit or reduction of such Tax liability, less the amount (if any) required to be paid by the Sellers to Holdings or any affiliate thereof with respect to any Pre-Closing Tax Periods or portions thereof Taxes (as defined in Section 8.5), as finally determined pursuant to Section 8.5. For purposes of the Companyforegoing, Newco a credit shall be deemed utilized at such time as the actual liability of Holdings or any subsidiary thereof for Taxes (including, without limitation, estimated Taxes) is less than it would have been had such credit not been available. In the Sold Subsidiaries event that the liability of Holdings or any subsidiary for Taxes for any tax period (or portion thereof) beginning after the Closing Date (in each case, a "Post-Closing Period") is reduced as a result of taking into account in any such Post-Closing Period any item of loss or deduction for (i) any payment or expenditure relating to any exercise, termination or cashing out of any warrants or options for stock of the Companies (or any actual exercise of the foregoing) that constitute Sellers' Expenses or Existing Indebtedness, (ii) payments in the nature of prepayment penalties with respect to the Existing Indebtedness (including the costs of termination of swaps), (iii) any payment of employee bonuses as shown on Schedule 3.23 that constitute Sellers' Expenses or Existing Indebtedness, or (iv) any acceleration of any amortization or similar deduction with respect to the Existing Indebtedness (in each case, a "Tax Reduction Item"), Holdings or such subsidiary shall, within fifteen business days of the close of such Post-Closing Period, pay to the Sellers the amount of such reduction; provided that only 50% of the amount of such reduction for items included in clause (iv) shall be paid to the Sellers. To the maximum extent permitted by applicable law, Buyer shall, and shall cause the Companies and Medical Express to, claim the Tax Reduction Items as items of deduction or loss on the final consolidated federal income tax return with respect to which Holdings is the common parent, which tax return shall be for the account tax period ending on the Closing Date (or, if such Tax Reduction Items are not permitted to be deducted on such final return, and to the extent permitted by applicable law, on the first consolidated federal income tax return of SellerBuyer, the Companies and Medical Express filed after the Closing Date). Buyer shall pay over to Seller any such refund received by Buyer or For purposes of the foregoing, the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect reduction in Taxes attributable to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that a Tax Reduction Item to be taken into account for any expense creates a net operating loss in a PrePost-Closing Tax Period that can, pursuant shall be an amount equal to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment excess if any of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at (x) the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.36 31

Tax Refunds. Any Purchaser shall use commercially reasonable efforts to apply for and obtain Tax refunds Refunds (as defined below in this Section 7.5) to which the Company or any of the Company Subsidiaries may be entitled and to which Seller is entitled to payment of pursuant to this Section 7.5, unless Purchaser reasonably determines that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund; provided that if Seller objects to such determination by Purchaser that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund, Seller may submit the disagreement regarding whether any Purchaser Indemnitee would be adversely affected to the Accountants (as provided in Section 7.3) and such disagreement shall be deemed to be a dispute regarding the preparation of filing of a Tax Return, using the procedure set forth in Section 7.3 for the resolution of such dispute. Notwithstanding the foregoing, Purchaser shall not be obligated to pursue any Tax Refund pursuant to this Section 7.5 on behalf of Seller if Purchaser reasonably determines that the cost of applying for and obtaining such Tax Refund exceeds the amount of such Tax Refund, unless Seller pays to Purchaser in advance amounts sufficient to cover such shortfall. Subject to Section 7.6, Purchaser shall pay or cause to be paid to Seller all Tax Refunds that are actually received by Buyer, the Company, Newco Company or the Sold Subsidiaries, Company Subsidiaries after the Closing Date (within 10 days of the actual receipt of such refund) for (i) a Pre-Closing Period and any amounts credited against Taxes to which Buyer, (ii) a portion of all Tax Refunds paid by the Company, Newco Company or the Sold Company Subsidiaries become for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.4), in each case, net of (x) any Taxes (or increase in Taxes) imposed upon or attributable to such Tax Refund and (y) all reasonable out-of-pocket costs and expenses of Purchaser Indemnitees incurred in connection with applying for and obtaining such Tax Refund and except to the extent such Tax Refund in (i) and (ii) are reflected on the Closing Working Capital Statement (in which case, such Tax Refund and the related out-of-pocket costs and expenses shall be for Purchaser’s account). Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be entitled in to any Tax Refund with respect to the Company or the Company Subsidiaries which relates to a carryback of a Tax attribute (including net operating losses and net capital losses) generated in any Taxable period ending beginning after the Closing Date. For this purpose, that relate to Pre-Closing a «Tax Periods Refund« shall mean any refund, rebate, abatement, reduction or portions thereof other recovery (whether directly or indirectly through a right of setoff or credit) of Taxes (including payments of estimated Taxes) of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller and their Affiliates and any such refund interest received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries thereon with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through Periods and the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Portion of any Straddle Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in from a Tax period Authority for any Tax Period ending after on or before the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries Date shall be for the account of (and paid to) the Seller. To the extent that a credit (or set-off) for Taxes paid for a Tax Period ending on or before the Closing Date is actually credited (or set-off) against a Tax otherwise due by a member of the Company Group for a Post-Closing Tax Period, the amount of such credit shall be for the account of (and paid to) the Seller. Any refunds or credits (or set-offs) for Taxes paid of any member of the Company Group for any Straddle Period shall be apportioned between the Seller and the Buyer in accordance with the principles set forth in Section 2 and this Section 3(a) (and the amount (if any) apportioned to the Pre-Closing Tax Period shall pay over be for the account of (and paid to) the Seller). If (i) a Tax liability arises that is described in Section 1(a)(i), (ii) such liability is in the nature of a withholding tax that was required to have been withheld from a payment made by a member of the Company Group, (iii) the Seller any pays the Buyer an amount equal to such liability, and (iv) the payment of such withholding tax gives rise to a credit of Taxes paid that actually reduces or eliminates an actual Tax liability otherwise due by a member of the Company Group in respect of a Post-Closing Tax Period (other than a Tax liability for which the Seller would be responsible under Section 1(a)) or in respect of which a member of the Company Group receives a refund received by Buyer in a Post-Closing Tax Period, the amount of the actual Tax liability that is reduced or eliminated or the amount of the refund, as the case may be, shall be for the account of (and paid to) the Seller. Without duplication of any such creditother amounts payable hereunder, net if the Seller makes a payment pursuant to Section 1(a)(ii) and the amount of all expenses the underlying Tax that gave rise to the payment is subsequently refunded (including Taxesor gives rise to a credit (or set-off) imposed for Taxes paid that is actually credited (or incurred set-off) against a Tax otherwise due by Buyer, Newcoa member of the Company Group for a Post-Closing Tax Period), the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt amount of such refund or application credit (or set-off) shall be for the account of such credit against Taxes(and paid to) the Seller. To the extent that any expense creates refund or any credit (or set-off) of Taxes paid that gives rise to a net operating loss in a Pre-Closing Tax Period that can, payment to the Seller pursuant to applicable Tax law, be carried back this Section 3(a) (or the underlying item or claim that gave rise to an earlier taxable period to generate such a refund through or credit (or set-off) of Taxes paid) is subsequently disallowed by any Tax Authority, the amendment amount of a nonsuch refund or credit (or set-off) of Taxes paid shall be repaid to the Buyer (and the Seller Group Tax Return for a Pre-Closing Tax Period, shall indemnify and hold harmless the Buyer, at each member of the sole expense Company Group and their respective Affiliates in respect of Seller, shall cause Newcosuch repayment). Notwithstanding any other provision of this Section 3(a), the Company amount of any payment required to be made to the Seller under this Section 3(a) shall be net of any Taxes (or other reasonable costs) incurred by or imposed on the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware Buyer, any member of the availability of Company Group or their Affiliates in connection with the item or events giving rise to such refundpayment.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over promptly forward to Seller any such refund Tax Refund (and any interest received thereon from the applicable Tax Authority) that is received by Buyer or any of its Affiliates in respect of any Excluded Tax Liabilities, less any Taxes and any out-of-pocket expenses incurred in connection with obtaining such Tax Refund, except to the extent such Tax Refund (i) was taken into account as an asset on the Final Statement or (ii) is attributable to the carryback of any net operating loss or other Tax Attribute from any Post-Closing Date Taxable Period to any Pre-Closing Date Taxable Period. Seller shall repay to Buyer the amount paid over pursuant to this Section 10.04 (plus any interest imposed by the applicable Tax Authority) in the event and to the extent that Buyer or any of its Affiliates is required to repay such Tax Refund to such Tax Authority. For the avoidance of doubt, Buyer shall be entitled to all other Tax Refunds (including any interest received thereon from the applicable Tax Authority) in respect of any Taxes of the Acquired Companies, and Seller shall promptly forward to Buyer any such Tax Refund (and interest received thereon), net of any Taxes and out-of-pocket expenses in respect thereof to the extent received by Seller or any of its Affiliates. For the purposes of this Section 10.04, any reduction in the amount of Taxes otherwise payable by any such creditAcquired Company in any Post-Closing Date Taxable Period that is attributable to any decrease in the transition amount under section 13517(c)(3) of the Tax Cuts and Jobs Act, net P.L. No. 115-97, as a result of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect any Tax adjustment to such refund amount after the date hereof shall be treated as a Tax Refund that is received by Buyer or credit, within fifteen (15) calendar days after actual receipt any of such refund or application its Affiliates in respect of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Excluded Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundLiabilities.

Tax Refunds. Any Other than with respect to any refunds or credits of Taxes which arise by reason of the carryback of losses from a Post-Closing Tax refunds that are received by BuyerPeriod, the Company, Newco or the Sold Subsidiaries, and portion of any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending Straddle Period beginning after the Closing Date, that relate or with respect to Pre-Closing Tax Periods any refunds or portions thereof credits of the CompanyVAT (which, Newco or the Sold Subsidiaries shall be for the avoidance of doubt, shall not include any Brazilian Tax Deposits to the extent not taken into account of Seller. in calculating Net Working Capital) or social security or similar taxes, Buyer shall pay over or cause the Transferred Subsidiaries to pay to Seller any such refund received by Buyer or the amount of any such creditrefunds or credits of Taxes or refund of Tax deposits received by (or credited to) a Transferred Subsidiary, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries plus any interest received with respect to such refund or credit, within fifteen thereto from the applicable Taxing Authority for (15i) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that canand (ii) the portion of such Straddle Period ending on the Closing Date (in each case, pursuant to applicable Tax lawnet of any Taxes imposed on such amount, be carried back to an earlier taxable period to generate a including any Taxes imposed in connection with the repayment of such amounts) within thirty (30) Business Days after the relevant Transferred Subsidiary receives (or is credited with) such refund through the amendment or claims such credit. Any refunds or credits of Taxes of a non-Seller Group Tax Return Transferred Subsidiary for a Pre-Closing Tax Period, Buyer, any Straddle Period shall be apportioned between the period deemed to end at the sole expense close of Seller, shall the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date in a manner consistent with Section 8.3(c). Buyer agrees to use commercially reasonable efforts to claim or cause Newco, the Company to be claimed any such refund or the Sold Subsidiaries to amend utilize or cause to be utilized any such Tax Return for such Pre-Closing Tax Period credits as soon as reasonably practicable possible and to inform Seller within 30 days after becoming aware of the availability of any such refundrefund is claimed or credit is utilized.

Tax Refunds. Any The Sellers will be entitled to all refunds, credits for overpayment of Taxes or reductions of Tax refunds that are received by Buyerof TangenX for any Pre-Closing Tax Period. If the Purchaser or TangenX receives any refund, credit for overpayment of Taxes or benefit from any reduction in Tax to which TangenX is entitled pursuant to this Section 5.3(e), the CompanyPurchaser or TangenX will promptly pay the amount of such refund (including interest received from a taxing authority thereon), Newco credit or reduction in Tax to the Sold SubsidiariesSellers, net of the amount of any Taxes and out-of-pocket expenses that the Purchaser, TangenX or any amounts credited against Taxes Affiliate thereof incur with respect to which Buyersuch refund, credit or reduction in Taxes. In the event that any Tax refund or credit is subsequently determined by any taxing authority to be less than the amount paid by the Purchaser, TangenX or any of their Affiliates to the Sellers pursuant to this Section 5.3(e), the CompanySeller shall promptly return any such disallowed amount (plus any interest or penalties in respect of such disallowed amount owed to any taxing authority) to the Purchaser. Notwithstanding the foregoing, Newco nothing in this Section 5.3(e) shall require that the Purchaser, TangenX or any of their Affiliates make any payment with respect to any Tax refund (and such refund shall be for the Sold Subsidiaries become entitled benefit of the Purchaser) that is with respect to (i) any refund that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Tax taxable period ending (or portion thereof) beginning after the Closing Date, that relate (ii) any refund resulting from the payment of Taxes made on or after the Closing Date to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent the Sellers have not borne such Tax or otherwise have not indemnified the Purchaser or TangenX for such Taxes or (iii) any refund that gives rise to a payment obligation by TangenX to any expense creates a net operating loss in a Pre-Closing Tax Period that can, Person under Applicable Law or pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment provision of a non-Seller Group Tax Return for a Pre-Contract or other agreement entered (or assumed) by TangenX on or prior to the Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundDate.

Tax Refunds. (a) Any Tax refunds that are received by Buyer, Taxes of the Company, Newco Acquired Entities or the Sold Subsidiaries, and their Affiliates with respect to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods that are (i) refunded to ITOCHU or portions thereof any of its Affiliates (including the CompanyAcquired Entities) after the Closing Date or (ii) credited against a Tax Liability of ITOCHU or any of its Affiliates (including the Acquired Entities), Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such creditshall, net of all expenses (including Taxes) imposed any Taxes incurred in respect of the receipt or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt accrual of such refund or application credit and net of any other third party, out-of pocket expenses attributable thereto, promptly be paid over to Xxxx; provided, however, that the foregoing shall not apply to any refunds or credits of value added Taxes (other than any refunds or credits of value added Taxes that are paid by Xxxx after the Closing pursuant to the indemnity provisions of this Agreement), which refunds and credits may be retained by ITOCHU and its Affiliates (including the Acquired Entities) without the need to make any payments to Xxxx in respect thereof, provided further that it is understood that Xxxx shall not be liable to ITOCHU or any of its Affiliates (including the Acquired Entities) if such credit against refunds or credits of value added Taxes are not received or obtained by ITOUCHU or its Affiliates (including the Acquired Entities) . Xxxx shall have the right to determine whether any claim for refund or credits of Taxes (other than value added Taxes. To ) shall be made by or on behalf of the extent that Acquired Entities with respect to any expense creates a net operating loss in a Pre-Closing Tax Period that canand to control proceedings with respect to such claims and, pursuant if Xxxx elects to applicable Tax lawmake such a claim and prosecute such claim, be carried back to an earlier taxable period to generate a refund through ITOCHU shall (and shall cause the amendment Acquired Entities to) cooperate at Xxxx’x expense in connection therewith, including the preparation of a non-Seller Group any Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company that is required to be filed by ITOCHU or the Sold Subsidiaries Acquired Entities in connection with such claim. Without limiting Xxxx’x obligations under Section 5.6 and Section 6.6(a) and without limiting Xxxx’x rights to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.refunds or credits under this Section 9.4:

Tax Refunds. Any Except to the extent reflected as an asset (or an offset to a liability) in the determination of Purchase Price (as finally determined hereunder), any refund, credit or reduction in Taxes paid or payable by or with respect to any Sale Entity shall, when actually realized (whether by an actual receipt of refund or credit, or by actual offset against other Taxes due and payable), be paid within fifteen (15) Business Days of such realization as follows, in each case net of any reasonable, documented out-of-pocket costs (including Taxes) of Buyer or its Affiliates incurred in receiving such refund or credit: (i) to Seller if attributable to any Indemnified Taxes or other Taxes economically borne by Seller; and (ii) to Buyer if attributable to any other Taxes. To the extent any refund or credit is subsequently disallowed or required to be returned to the applicable Taxing Authority, each Party that received a payment pursuant to the preceding sentence agrees promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to the other Party. For the avoidance of doubt, no Party shall be entitled to any refunds or credits of or against any Taxes under this Section 5.3(e) unless such Party has economically borne such Taxes. For purposes of this Section 5.3(e), where it is necessary to apportion any such refund, credit or reduction between Buyer and Seller for a Straddle Period, such refund, credit or reduction shall be apportioned in the same manner that a comparable or similar Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiariesliability would be apportioned pursuant to Section 5.3(b)(vi). Buyer shall use Reasonable Efforts to cooperate, and shall use Reasonable Efforts to cause each of its Affiliates and each Sale Entity to cooperate, in obtaining any amounts credited against Taxes to which BuyerTax refund that Seller reasonably believes should be available, including through filing appropriate Tax Returns and other applicable forms with the Companyapplicable Taxing Authority; provided, Newco any refund, credit or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries reduction shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit(in each case, net of all expenses any reasonable, documented out-of-pocket costs (including Taxes) imposed of Seller or its Affiliates incurred by Buyerin receiving such refund, Newcocredit or reduction of Taxes) if such refund, the Company, credit or the Sold Subsidiaries with respect reduction arises as a result of any carry-back to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to (if such carry back is automatic and required by operation of applicable Tax lawLaw) of any net operating loss, be carried back net capital loss or other tax credit, in each case, that is attributable to an earlier or arises from any taxable period to generate a refund through (or portion thereof) commencing after the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundDate.

Tax Refunds. Any Tax refunds refund, credit or similar benefit (including any interest paid or credited by a Taxing Authority with respect thereto) relating to Excluded Acquired Company Taxes (but only to the extent that are (a) such refund, credit or similar benefit is not reflected as a Current Asset on the Final Closing Statement and (b) such refund, credit or similar benefit is not attributable to, and does not result from, a carry back or other use of any item of loss, deduction, credit or other similar item arising in a Post-Closing Period) shall be the property of the Seller, and if received by Buyer, the Company, Newco Purchaser or the Sold SubsidiariesAcquired Companies shall be paid over promptly to the Seller, net of any costs, expense or Taxes incurred by the Purchaser or the Acquired Companies as a result of obtaining or receiving such refund, credit or similar benefit. The Purchaser shall, if the Seller so requests and at the Seller’s expense, cause the relevant Acquired Company to file for and use its commercially reasonable efforts to obtain the receipt of any amounts credited against Taxes refund to which Buyerthe Seller is entitled under this Section 7.02; provided that (i) such obligation shall be limited to filing amended Tax Returns or filing of Tax Returns to obtain refunds of overpayments of estimated Taxes and (ii) neither Purchaser nor any Acquired Company shall be required to (A) take any position on such Tax Return that is not at least at a “more likely than not” level of comfort, the Company(B) perform any study (e.g., Newco in respect of Tax credits or transfer pricing) or (C) take any position that would bind Purchaser or the Sold Subsidiaries become entitled in a Tax period ending Acquired Companies after the Closing Date, that relate including in respect of any method of accounting. The Purchaser shall permit the Seller to Pre-Closing Tax Periods or portions thereof participate in (at the Seller’s expense) the prosecution of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or claim. For the amount avoidance of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newcodoubt, the Company, or limitations provided in this Section 7.02 shall not limit the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss parties’ rights and obligations described in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundSection 7.05.

Tax Refunds. Any Tax refunds refund (reduced by the amount of any Taxes arising or that are received by Buyer, would arise as a result of the Company, Newco receipt of such refund or interest thereon) of Taxes for the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period paid by the Securityholders, which refund is received by Parent or portions thereof of the any Group Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over the Securityholders but only to Seller the extent that (i) such refund is not reflected in Net Working Capital, (ii) such refund is not the result of an event that occurred after the Closing Date, and (iii) such refund is not attributable to, and does not result from, a carry back or other use of any item of loss, deduction, credit or other similar item arising in a Post-Closing Period or, in the case of a refund of Taxes for a Straddle Period, the use of any such refund received item arising in a Post-Closing Period. Subject to Section 7.01(e), the Surviving Company shall (but in any event not before payment to the Exchange Agent is required to be made pursuant to Section 1.07(b)) (A) deliver to the Exchange Agent, for the benefit of the Common Stockholders and Preferred Stockholders in respect of the shares of Company Stock held by Buyer or them as of the Reference Time (other than Dissenting Shares), an amount equal to the product of (1) the amount of any such creditrefund (as reduced as contemplated above) multiplied by (2) the Stockholder Percentage, net and the Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder its Pro Rata Stock Percentage of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt amount of such refund or application (as reduced as contemplated above), and (B) pay to the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the amount of any such refund (as reduced as contemplated above) multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such credit against TaxesIn-the-Money Options and Restricted Stock Units its Pro Rata Award Percentage of any such refund (as reduced as contemplated above and less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company. To The amount of any other refund or Tax benefit of any Group Company shall be for the extent that account of Parent. For the avoidance of doubt, any expense creates a Tax basis, net operating loss loss, credit or other item that reduces Taxes paid or payable that may exist in any Group Company in a Post-Closing Period or may be carried forward from a Pre-Closing Period (after taking into account all uses by Parent or any Group Company of any such items arising in a Pre-Closing Tax Period that can, pursuant and existing as of the end of the Closing Date for Pre-Closing Periods (including for avoidance of doubt as a result of an adjustment to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return income for a Pre-Closing Tax Period)) to a Post-Closing Period, Buyer, at shall be for the sole expense account of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundParent.

Tax Refunds. Any If a Borrower pays any additional amount pursuant to Section 3.01 to the Lender and the Lender determines in good faith, that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax refunds liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), the Lender shall pay to such Borrower an amount that the Lender shall, in good faith, 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) the Lender may determine, in good faith, consistent with the generally applicable policies of such Lender, whether to seek a Tax Benefit (provided that the Lender shall claim a Tax Benefit if it determines in good faith that claiming such Tax Benefit will not otherwise be disadvantageous to the Lender); (ii) any Taxes that are received by Buyerimposed on the Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of the Lender that otherwise would not have expired) of any Tax Benefit with respect to which the Lender has made a payment to a Borrower pursuant to this paragraph shall be treated as a Tax for which such Borrower is obligated to indemnify the Lender pursuant to Section 3.01; (iii) nothing in this paragraph shall require the Lender to disclose any confidential information to any Borrower (including, without limitation, its tax returns); and (iv) the Company, Newco or the Sold Subsidiaries, and Lender shall not be required to pay any amounts credited against Taxes pursuant to this paragraph at any time during which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof an Event of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries Default has occurred and is continuing with respect to such refund Borrower. Any payment (or credit, within fifteen (15determination that no payment is due) calendar days after actual receipt of such refund or application of such credit against Taxes. To by the extent that any expense creates Lender with respect to a net operating loss in a Pre-Closing Tax Period that can, Benefit pursuant to applicable Tax law, this paragraph shall be carried back to an earlier taxable period to generate accompanied by a refund through schedule reasonably detailing the amendment of a non-Seller Group Tax Return calculations for a Pre-Closing Tax Period, Buyer, at determining the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware amount of the availability Tax Benefit; provided, however, that the Lender shall not be required to substantiate the basis of such refundits calculations.

Tax Refunds. Any refunds of Taxes with respect to any Pre-Closing Tax refunds Period that are received by BuyerPurchaser, the CompanyBregal Blocker, Newco Vista Blocker or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending Company Group after the Closing Date, that relate to (any such refund, a “Pre-Closing Tax Periods or portions thereof of the CompanyRefund”), Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer the Sellers, and Purchaser shall pay over to Seller Sellers’ Representative for the benefit of the Sellers any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, Pre-Closing Tax Refund within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To thereof; provided, that (i) to the extent any such Pre-Closing Tax Refunds are received with respect to Bregal Blocker, such Pre-Closing Tax Refunds shall be for the account of Bregal Seller; and (ii) to the extent any such Pre-Closing Tax Refunds are received with respect to Vista Blocker, then such Pre-Closing Tax Refunds shall be for the account of Vista Seller. Purchaser shall reasonably cooperate with Sellers’ Representative in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (A) Purchaser shall not, and shall cause each of Bregal Blocker, Vista Blocker and the Company Group not to waive any expense creates a carryback of net operating loss in or other Tax attribute of any member of Bregal Blocker, Vista Blocker or the Company Group generated or otherwise attributable to a Pre-Closing Tax Period that can, if such waiver would reduce the amount due to the Sellers pursuant to applicable Tax lawthis Section 9.8(f), be carried back to an earlier taxable period to generate a refund through (B) Purchaser, Bregal Blocker, Vista Blocker and the amendment of a non-Seller Company Group Tax Return will carryback any net operating losses for a any Pre-Closing Tax PeriodPeriod to prior taxable periods as allowable by applicable law and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for (C) any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities, (D) Purchaser, Bregal Blocker, Vista Blocker and the Company Group shall reasonably cooperate with Sellers in timely 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 Pre-Closing Tax Period as soon as reasonably practicable after becoming aware and for any Straddle Period, and (E) apportionment of any Pre-Closing Tax Refund to the availability portion of such refund.a Straddle Period ending on and including the Closing Date shall be determined in accordance with Section 9.8(d). 66

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries The Company shall be for the account entitled to any refunds or credits of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount Taxes of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries Group Company relating to Taxes with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period (including, for the avoidance of doubt, refunds or credits of Taxes that canwere taken into account as liabilities in Final Net Working Capital or Final Net Debt), pursuant plus any interest actually received with respect thereto from an applicable Taxing Authority (collectively, “Tax Refunds”), except to applicable the extent such Tax lawRefunds (i) were taken into account as assets in Final Net Working Capital or Final Net Debt, (ii) result from the carryback of losses, credits or similar items from taxable periods (or portions thereof) beginning after the Closing Date or (iii) are refunds of Pre- Closing Non-Income Taxes in an amount equal to (x) the amount of Pre-Closing Non-Income Taxes that were paid by Buyer or its Affiliates after Closing and for which the Buyer Indemnified Parties were not indemnified as a result of the Tax Deductible in Section 6.05(e)(ii), less (y) refunds described in this clause (iii) that were previously retained by Buyer or its Affiliates. Buyer shall pay, or cause to be carried back paid, such amount to an earlier taxable period the Company, no later than fifteen (15) Business Days following receipt of such Tax Refund, net of any reasonable out-of-pocket expenses incurred in connection with obtaining such Tax Refund (including any Taxes imposed thereon). With respect to generate a refund through the amendment of a non-Seller Group Tax Return for a any Pre-Closing Tax Period, Buyer, upon the Company’s reasonable request and at the Company’s sole expense of Sellerexpense, Buyer shall, or shall cause Newcothe relevant Group Company to, initiate a claim for a Tax Refund or amend any Tax Return, in each case, to the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundextent permitted under applicable Law.

Tax Refunds. Any Tax All refunds that are received of Taxes payable by Buyer, the Company, Newco or the Sold Subsidiaries, and an Acquired Entity for any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period to the extent paid by the Acquired Entity prior to the Closing or portions thereof specifically included as a liability in the calculation of Net Working Capital (as finally adjusted pursuant to Section 1.5) or of Taxes for which a Seller Party has indemnified the Company, Newco Parent Indemnified Persons under Section 7.2 (whether in the form of cash received or the Sold Subsidiaries a credit against Taxes otherwise payable) shall be for the account property of SellerSellers. Buyer Parent shall pay over or cause to Seller be paid any such Tax refund received by Buyer or the amount of any such creditto Sellers, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries pro rata in accordance with respect to such refund or credittheir respective Ownership Percentages, within fifteen (15) calendar days after actual receipt thereof (without interest, except for interest received from a Taxing Authority), net of any Taxes imposed on such refund and any reasonable out-of-pocket expenses that Parent, Buyer, the Acquired Entities or any of their Affiliates directly incur (or shall directly incur) for their receipt of such Tax refund (and related interest). Any other Tax refunds related to any Acquired Entity shall be for the sole account of Parent and Buyer. Nothing in this Section 8.3 shall require that Parent, Buyer or application any of their Affiliates make any payment with respect to any refund for a Tax (and such credit against Taxes. To refunds shall be for the extent benefit of Parent and Buyer) that is with respect to (a) any expense creates a refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a PrePost-Closing Tax Period; or (b) any refund of a Tax to the extent that it gives rise to a payment obligation by Parent, Buyer, at the sole expense Acquired Entities or any of Seller, shall cause Newco, their Affiliates after the Company Closing Date to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by an Acquired Entity on or prior to the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundDate.

Tax Refunds. Any Tax The Securityholders shall be entitled to any refunds that are of income Taxes actually received by Buyer, the Company, Newco or the Sold Subsidiaries, Company and its Subsidiaries attributable to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that canends on December 31, 2019 or the Closing Date (in the case of a Straddle Period, as determined pursuant to applicable Section 6.05) (treating as actually received any such Tax lawrefunds which are not received but are instead credited against Taxes of the Company or its Subsidiaries attributable to Post-Closing Tax Period) (“Tax Refund”); provided, however, that the amount of such Tax Refund shall be carried back net of (i) any related expenses reasonably incurred in connection with the preparation and filing of any Tax Return giving rise to such Tax Refund, (ii) the amount of such Tax Refund attributable to an earlier taxable period asset included in the calculation of Closing Working Capital or to generate a refund through the amendment carryback of a non-Seller Group net operating loss or other Tax Return for attribute from a PrePost-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, (iii) any employer Taxes incurred by the Company or its Subsidiaries in connection with payments pursuant to Section 2.11, except to the Sold Subsidiaries extent a different Tax Refund has already been netted against such Taxes, and (iv) any Taxes described in Section 8.02(e) not already recovered pursuant to amend the provisions in Article VIII at the time such Tax Return Refund is paid over to Securityholders in accordance with this Section 6.03, except to the extent a different Tax Refund has already been netted against such Taxes; provided, further, that if a Tax Refund is netted against any Taxes described Section 8.02(e), such Taxes shall be treated as having been paid by the Securityholders for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware purposes of Article VIII; provided, further, that if and to the extent the value of Parent Common Stock is directly or indirectly relevant to the determination of the availability amount of any Tax Refund, solely for purposes of this Section 6.03, the amount of such refundTax Refund shall be reduced to the extent necessary to ensure that such Tax Refund does not exceed the amount that would have been received had such Tax Refund been determined based on the Parent Stock Signing Price. Parent shall pay to the Company Representative (for distribution to each Securityholder on Pro Rata Share basis) as additional consideration the amount of any such Tax Refund within fifteen (15) days of receipt thereof or entitlement thereto. Parent shall use commercially reasonable efforts to cause the Company to make all filings and take all actions necessary to secure such Tax Refunds as promptly as possible.

Tax Refunds. Any Tax The Seller Share of the amount of any refunds that are of Taxes of the Company and its Subsidiaries for any Pre-Effective Time Period received by BuyerPurchaser, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold its Subsidiaries shall be for the account of Seller. Buyer shall pay over , except to Seller the extent any such refund received by Buyer or (a) was included as a Working Capital Asset in the amount final determination of Effective Time Working Capital, (b) results from the carryback of any such net operating loss, credit, net or other Tax attribute from any Tax period (or portion thereof) beginning after the Effective Time, or (c) is of all expenses (including Taxes) imposed or incurred Seller Taxes that are paid by BuyerPurchaser, Newcoany of its Affiliates, the Company, or any of its Subsidiaries after the Sold Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). The amount of any refunds of Taxes of the Company and its Subsidiaries for any Tax period beginning after the Effective Time shall be for the account of Purchaser. The Seller Share of the amount of any refunds of Taxes of the Company and its Subsidiaries for any Straddle Period shall be equitably apportioned between Purchaser and Seller in accordance with respect to the principles set forth in Section 10.3, except that no such refund or shall be apportioned to Seller to the extent any such refund (i) was included as a Working Capital Asset in the final determination of Effective Time Working Capital, (ii) results from the carryback of any net operating loss, credit, within fifteen or other Tax attribute from any Tax period (15or portion thereof) calendar days beginning after actual receipt the Closing Date, or (iii) is of Seller Taxes that are paid by Purchaser, any of its Affiliates, the Company, or any of its Subsidiaries after the Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). 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 10.6 the amount of such refund within thirty (30) days after such refund is received, net of any reasonable third-party costs or application of expenses incurred by such credit against Taxes. To the extent that any expense creates a net operating loss party or its Affiliates in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of procuring such refund.

Tax Refunds. Any Tax refunds that are received by BuyerTo the extent not included as an asset in the computation of Final Net Working Capital and not attributable to the application of any loss, the Company, Newco deduction or the Sold Subsidiaries, and credit attributable to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending or portion of a Straddle Period (determined in accordance with Section 10.3(a)) commencing after the Closing Date, that relate any Tax refund or Tax credit (including any interest paid or credited with respect thereto) arising with respect to Pre-a Tax period or portion of a Straddle Period (determined in accordance with Section 10.3(a)) ending on or before the Closing Tax Periods or portions thereof Date shall be the property of the CompanySellers, Newco and if actually received by the Purchaser or the Sold Subsidiaries a Company Party shall be for the account of Seller. Buyer shall pay paid over to Seller Representative, less any reasonable costs or expenses incurred in connection with obtaining and receiving such refund received by Buyer or the amount of credit and any such credit, net of all expenses (including Taxes) Taxes imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual the receipt of such refund or application of credit. The Purchaser shall, if the Seller Representative so requests and at the Seller Representative’s expense, reasonably cooperate with the Seller Representative in filing any amended returns or taking such credit against Taxesother steps as may be necessary for obtaining any refund or claiming any tax credits to which the Sellers are entitled under this Section 10.3(f). To Notwithstanding the foregoing, this Section 10.3(f) will not apply to the extent the Tax refund, Tax credit or similar benefit would result in a related Tax detriment for Tax periods or portions of Tax periods beginning after the Closing Date or if Purchaser is advised by Purchaser’s Tax advisor that the claim for such Tax refund or credit is not more-likely-than-not correct. Notwithstanding any expense creates provision of this Agreement to the contrary, if such Tax refund or credit is subsequently repaid to, or recovered by, the relevant Taxing Authority, Sellers shall promptly repay such amount to Purchaser. For the avoidance of doubt, nothing herein shall give Sellers or Seller Representative any right to any Tax refund or Tax credit arising in any Tax period or portion of a Tax period subsequent to the Closing Date even if such Tax refund or Tax credit is attributable to net operating loss in a Pre-Closing losses, credits or other Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment attributes of a nonCompany Party existing or arising on or before the Closing Date. The Purchaser acknowledges that ITEQ Holding Company and its subsidiaries have previously filed refund claims for federal income taxes in the amount of One Million One Hundred Seventy-Seller Group Tax Return three Thousand Three Hundred Dollars ($1,173,300) for a Pre2011 and Two Hundred Sixty-Closing Tax Periodthree Thousand Six Hundred Sixty-three Dollars ($263,663) for 2012 and for Virginia income taxes in the amount of Seventy-five Thousand Eight Hundred Ninety-three Dollars ($75,893) for 2012 and that, Buyersubject to the limitations set forth in this Section 10.3(f), at the sole expense of Seller, shall cause Newco, the Sellers are entitled to such refunds promptly following their receipt by Purchaser or any Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundParty.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after After the Closing Date, that relate excluding any Buyer Tax Refunds, Sellers shall be entitled to all Tax refunds (or Overpayment Credits) with respect to the Company with respect to any Pre-Closing Tax Periods Period but only to the extent such Tax refunds (or portions thereof Overpayment Credits) (1) are received (or, in the case of Overpayment Credits, utilized) by the Company, Newco Buyer or their respective Affiliates, and (2) are attributable to (A) Taxes paid by or on behalf of the Sold Subsidiaries shall be Company on or prior to the Closing Date, (B) Taxes to the extent included in the calculation of Indebtedness or Working Capital, or (C) Taxes paid for or indemnified by the account of SellerSellers under this Agreement. The Company or Buyer shall pay over to Seller the Sellers’ Representative on behalf of the Sellers any such Tax refund received by Buyer or the amount of any such credit, net of promptly (but in all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, cases within fifteen (15) calendar days 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 used to reduce Taxes otherwise payable); provided that, any such payments to the Sellers’ Representative on behalf of the Sellers shall be reduced by any Taxes (including withholding Taxes) and costs and expenses attributable to the receipt or delivery of such Tax refund (or application of such credit against TaxesOverpayment Credits). To the extent any such Tax refund or Overpayment Credit that any expense creates a net operating loss results in a Pre-Closing Tax Period that canpayment to Sellers’ Representative on behalf of Sellers under this Section 8.2(e) is subsequently disallowed, the Sellers jointly and severally shall repay such amount to Buyer (or its designee) within ten (10) Business Days after receipt of a request therefor together with any interest, penalties, or other additional amounts properly imposed by any applicable Governmental Authority. Any payments to Sellers’ Representative pursuant to this Section 8.2(e) will be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundLaw.

Tax Refunds. Any Tax refunds with respect to income Taxes that are received by BuyerPurchaser, the Company or its Subsidiaries and any amounts credited or applied against any income Tax (including any interest paid or credited by a Governmental Authority with respect thereto) to which Purchaser, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold its Subsidiaries become becomes entitled in a Tax period ending after the Closing Date, that relate to a Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries Period (“Tax Refunds”) shall be for the account of Seller. Buyer , and Purchaser shall pay over to Seller any such refund received by Buyer Tax Refund within ten (10) days after receipt or entitlement thereto. (d) Section 336 Elections. Purchaser (and to the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newcoextent necessary, the Company, ) and Seller (and its Affiliates) jointly shall make timely and irrevocable elections under either Section 336 of the Code or Section 336(e) of the Sold Subsidiaries Code with respect to such refund Purchaser’s acquisition of the Company and the Subsidiaries listed on Schedule 6.04(d) and, if permissible, similar elections under any applicable state and local Tax laws (collectively, the “Section 336 Elections”). Purchaser and Seller shall not take any action that would cause the Section 336 Elections to be invalid, and shall take no position contrary thereto unless required pursuant to a determination as defined in Section 1313(a) of the Code or creditany similar provision of any state, within foreign or local Law. Purchaser shall deliver to Seller all the Section 336 Forms properly completed in accordance with all applicable Laws no less than fifteen (15) calendar days after actual receipt before the date such Section 336 Forms are required to be filed and Seller shall duly execute and timely file such forms. Seller and Purchaser agree that the Tax Purchase Price as defined in Section 6.04(e) for each applicable Subsidiary of the Company (plus other relevant items) will be allocated to the assets of such refund or application of such credit against TaxesSubsidiary for which a Section 338 Election is made in accordance with Section 6.04(e). To Seller and Purchaser shall file (and Purchaser shall cause the extent that any expense creates a net operating loss Company and its Subsidiaries to file and Seller shall cause its applicable Affiliates to file) all Tax Returns (including amended returns and claims for refund) and information reports in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend manner consistent with such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.allocation. (e)

Tax Refunds. Any refunds (or credits for overpayment) of Taxes incurred by the Company or any of its Subsidiaries and attributable to any Pre-Cutoff Tax refunds Period (or portion thereof, determined in accordance with the principles set forth in the definition of Pre-Cutoff Straddle Period Taxes), including any interest received from a Governmental Entity thereon, that are is actually received in cash or by Buyer, credit by the Company, Newco Company or the Sold its Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Sellerthe Stockholders; provided, however, that the Purchaser shall not be required to pay the Stockholders pursuant to this Section 11.09 to the extent that (a) there are any Taxes that have been finally determined and are required to be paid by the Stockholders pursuant to Section 9.02(a)(i) or Section 9.02(a)(iv) and which the Stockholders have not yet paid as of the date such refund or credit is received, (b) such refund or credit was accrued as a current and normal asset in the Latest Financial Statements, or (c) such refund or credit arose from the carryback of losses, credits or other Tax attributes from a taxable period (or portion thereof) beginning after the date of the Latest Balance Sheet. Buyer shall pay over to Seller Upon the Purchaser’s, the Company’s, or any Subsidiary’s receipt of any such refund received or claim of such credit, Purchaser and the Company, jointly and severally, shall pay or cause to be paid to the Stockholder Representative, for the benefit of the Stockholders, by Buyer wire transfer of immediately available funds, any such refund (or the amount of any such credit), including any interest thereon, but net of all any Taxes imposed thereon and reasonable expenses (including Taxes) imposed incurred in connection therewith. If a refund or incurred by Buyer, Newcocredit that has been paid to the Stockholders is later denied or disallowed, the CompanyStockholders shall pay or cause to be paid to the Purchaser (or, at the Purchaser’s direction, to the Surviving Corporation or any of its Subsidiaries) the Sold Subsidiaries with respect to amount of any such refund or credit, within fifteen (15) calendar days after actual receipt credit plus any interest owed to the relevant Governmental Entity in respect of such refund denial or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refunddisallowance.

Tax Refunds. Any Buyer or any Affiliate thereof shall promptly inform the Seller of any Tax refunds that are refund, credit or similar benefit received by Buyer, the Company, Newco or the Sold Subsidiaries, and with respect to Taxes attributable to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Period and promptly pay to the Seller the amount of such Tax Periods refund, credit or portions thereof of similar benefit (the Company, Newco or the Sold Subsidiaries shall be for the account of Seller“Tax Refund”). Buyer shall pay over to the Seller such Tax Refund within ten (10) days of receipt of such Tax Refund (or, if the Tax Refund is a Tax credit or similar benefit, the filing of any Tax Return utilizing such refund received Tax Refund (in the form of a credit or offset to Taxes otherwise payable)) and provide a reasonably detailed description of the Tax Refund. The Parties hereto agree that Tax Refunds for the portion of a Straddle Period ending on the Closing Date shall be determined using the methodologies set forth in Section 5.06(c) in the case of Property Taxes and otherwise based on an interim closing of the books or records of the Companies at the close of business on the day prior to the Closing Date. Buyer shall, and shall cause its Affiliates to, promptly take all reasonable actions (including those actions reasonably requested by the Seller) to file for and obtain any Tax refund, credit or similar benefit that would give rise to a Tax Refund. Buyer or shall, upon request, permit the amount Seller to participate in the prosecution of any such credit, net Tax Refund claim and shall not settle or otherwise resolve any such Tax Refund claim without the prior written consent of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newconot to be unreasonably withheld, the Company delayed or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundconditioned.

Tax Refunds. Any Parent shall be entitled to any credits and refunds of Tax refunds that are (including interest received thereon, but net of reasonable costs or expenses, including Taxes, incurred by BuyerPurchaser or any of its Affiliates (including, after the Closing, the CompanyTransferred Entities) in obtaining such refund) actually received (including through a reduction in cash Taxes otherwise payable) by Purchaser or any of its Affiliates (including, Newco or after the Sold Subsidiaries, and any amounts credited against Taxes to which BuyerClosing, the CompanyTransferred Entities) with respect to Parent Tax Liabilities (a “Tax Refund”); provided, Newco that Parent shall not be entitled to any Tax Refund to the extent such Tax Refund (a) relates to Taxes that were economically borne by Purchaser or any of its Affiliates (including the Sold Subsidiaries become entitled Transferred Entities) following the Closing, (b) was specifically taken into account in the determination of Working Capital or Indebtedness, as finally determined pursuant to Article II or (c) is attributable to the carryback of any Tax attribute generated in a Tax period ending taxable Period (or portion thereof) beginning after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries . Purchaser shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or cause the amount of any such credit, Tax Refund (net of all expenses (reasonable costs or expenses, including Taxes) imposed or , incurred by BuyerPurchaser or any of its Affiliates (including, Newcoafter the Closing, the Company, or the Sold Subsidiaries with respect Transferred Entities) in obtaining such refund) to such refund or credit, within fifteen (15) calendar days be paid to Parent promptly after actual receipt of such refund or application of such credit against Taxesit is received. To the extent that a Tax Refund paid over to Parent or any expense creates a net operating loss in a Pre-Closing Tax Period that canof its Affiliates hereunder is subsequently disallowed or otherwise reduced, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, Parent shall (or shall cause Newcoits applicable Affiliate to) pay to Purchaser the amount of such disallowed or reduced Tax Refund (net of reasonable costs or expenses, the Company including Taxes, incurred by Parent or the Sold Subsidiaries to amend its Affiliates in obtaining such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundRefund).

Tax Refunds. Any Seller shall be entitled to the amount of any Tax refunds that are received by Buyer, Refund of the Company, Newco or Company and the Sold Subsidiaries, and any amounts credited against Taxes Company Subsidiaries with respect to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of Period (to the Company, Newco extent such Taxes were paid by the Company or the Sold Company Subsidiaries shall be for prior to the account Closing Date or were Indemnified Taxes paid by Seller to the Buyer after the Closing) which Tax Refund is actually received (or in the case of Seller. Buyer shall pay over to Seller any such refund received a credit in lieu of a refund, utilized) by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Company Subsidiaries with respect after the Closing Date, net of any cost to such refund or credit, within fifteen (15) calendar days after actual the Buyer and its Affiliates attributable to the obtaining and receipt of such refund or application of such credit against Taxes. To Tax Refund, except to the extent that any expense creates such Tax Refund arises as the result of a net operating carryback of a loss or other tax benefit incurred in a Pre-Tax period (or portion thereof) beginning after the Closing Date or such Tax Period that canRefund was included as an asset in the calculation of Net Working Capital, as finally determined pursuant to Section 2.04. The Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within two (2) Business Days of the receipt of the applicable Tax law, be carried back to an earlier taxable period to generate a refund through Refund by the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend Company Subsidiaries. To the extent such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of Refund is subsequently disallowed or required to be returned to the availability applicable Governmental Authority, (i) the Buyer agrees to promptly notify the Seller in writing of such refunddisallowance (or requirement to be returned), (ii) such disallowance (or requirement to be returned, as applicable) shall be treated as a Tax Contest under Section 8.05(d), and (iii) the Seller agrees promptly to repay the amount of such Tax Refund (together with any interest, penalties, or other additional amounts imposed by such Governmental Authority with respect thereto) to the Buyer. All payments made to the Seller under this Section 8.05(f) shall be treated by the parties as adjustments to the purchase price to the maximum extent permitted by applicable Law.

Tax Refunds. Any (i) XX Xxxxxxx Seller shall be entitled to any refunds of income Taxes paid for any taxable period (or portion thereof) of XX Xxxxxxx ending on or prior to the Closing Date (each, a “XX Xxxxxxx Tax Refund”) and (ii) XX Xxxxxxx Seller and the Unitholders (other than XX Xxxxxxx) shall be entitled to any refunds of income Taxes paid for any taxable period (or portion thereof) of the APN Entities ending on or prior to the Closing Date (each, an “APN Tax Refund” and, collectively with any XX Xxxxxxx Tax Refunds, the “Tax Refunds”), in each case along with any interest paid by the relevant Taxing Authority with respect thereto. Purchaser shall use its reasonable best efforts to obtain any Tax Refund that are may be available as promptly as reasonably practical, including by using any “quick refund” or similar accelerated processes and amending any prior Tax Returns of XX Xxxxxxx and the APN Entities to carryback any net operating loss (or similar item) reflected on the Seller Tax Returns. Purchaser shall pay any Tax Refund received by BuyerPurchaser or any of its Affiliates (including XX Xxxxxxx and the APN Entities) to the XX Xxxxxxx Seller and the Sellers’ Representative (for the benefit of and further distribution to the Unitholders, other than XX Xxxxxxx) in accordance with the CompanyPayment Schedule, Newco or within five (5) Business Days after receipt thereof, net of any reasonable documented out of pocket expenses incurred in obtaining such Tax Refund. Purchaser shall not (and shall cause its Affiliates, including XX Xxxxxxx and the Sold SubsidiariesAPN Entities, and any amounts credited against Taxes not to) elect to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in claim a Tax period ending after the Closing Datecredit in lieu of a Tax Refund or fail to utilize any available procedures to carryback any net operating loss or similar item reported on a Seller Tax Return. If a Tax Refund is not available, that relate to Pre-Closing but a credit against Tax Periods or portions thereof of the Companyis available in lieu thereof, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer Purchaser shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, credit to the Company, XX Xxxxxxx Seller or the Sold Subsidiaries with respect to such refund or creditSellers’ Representative (on behalf of the Unitholders, other than XX Xxxxxxx), as applicable, within fifteen five (155) calendar days Business Days after actual receipt of such refund or application of such credit against Taxes. To the extent that is used to reduce any expense creates Taxes for a net operating loss in a PrePost-Closing Tax Period that canPurchaser or any of its Affiliates (including XX Xxxxxxx and the APN Entities) otherwise would have been required to pay. Upon request of the Sellers’ Representative, Purchaser shall reasonably cooperate to provide an update regarding the status of any amounts that may be payable to XX Xxxxxxx Seller or the Sellers’ Representative pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through this Section 7.7(d). Such cooperation shall include the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability provision of such refundinformation as the Sellers’ Representative shall reasonably request and making Purchaser’s third-party advisors available for discussion.

Tax Refunds. Any All refunds of Income Taxes of the Company and its Subsidiaries (or Tax refunds credits received in lieu thereof) that are attributable to any overpayments of Taxes (i) for the taxable year beginning on January 1, 2021, and (ii) the taxable year beginning on January 1, 2022, that are received by BuyerPurchaser, the Company, Newco Surviving Corporation or the Sold Subsidiaries, and a Subsidiary or any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after of their Affiliates following the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the Sellers, and the full amount of any such credit, net of all expenses refunds shall be paid to the Sellers’ Representative (including Taxesfor distribution to the Sellers) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days Business Days after actual receipt thereof (or in the case of such Tax credits, the filing of a Tax Return electing to receive such Tax credit) by wire transfer of immediately available funds, except to the extent such refund or application of such credit against Taxeswas previously taken into account in Accrued Income Taxes as finally determined. To The Surviving Corporation shall, and shall cause its Subsidiaries to apply for all Tax refunds to which Sellers may be entitled pursuant to this Section 8.8(d) as reasonably requested by the Sellers’ Representative, including by timely filing or causing to be timely filed all forms reasonably and timely requested by the Sellers’ Representative and all Reviewed Income Tax Returns, and shall, to the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate it would cause a refund through of Taxes for the amendment of Company or a non-Seller Group Tax Return Subsidiary for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company carry back all net operating losses or the Sold Subsidiaries other Tax attributes attributable to amend such Tax Return for such a Pre-Closing Tax Period as soon as reasonably practicable after becoming aware to the fullest extent permitted by applicable Law. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 8.8(d) shall be made through the payroll system of the availability of such refundSurviving Corporation or applicable Subsidiary thereof.

Tax Refunds. Any Tax The Seller Share of the amount of any refunds that are of Taxes of the Company and its Subsidiaries for any Pre-Effective Time Period received by BuyerPurchaser, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold its Subsidiaries shall be for the account of Seller. Buyer shall pay over , except to Seller the extent any such refund received by Buyer or refund(a) was included as a Working Capital Asset in the amount final determination of Effective Time Working Capital, (b) results from the carryback of any such net operating loss, credit, net or other Tax attribute from any Tax period (or portion thereof) beginning after the Effective Time, or (c) is of all expenses (including Taxes) imposed or incurred Seller Taxes that are paid by BuyerPurchaser, Newcoany of its Affiliates, the Company, or any of its Subsidiaries after the Sold Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). The amount of any refunds of Taxes of the Company and its Subsidiaries for any Tax period beginning after the Effective Time shall be for the account of Purchaser. The Seller Share of the amount of any refunds of Taxes of the Company and its Subsidiaries for any Straddle Period shall be equitably apportioned between Purchaser and Seller in accordance with respect to the principles set forth in Section 10.3, except that no such refund or shall be apportioned to Seller to the extent any such refund (i) was included as a Working Capital Asset in the final determination of Effective Time Working Capital, (ii) results from the carryback of any net operating loss, credit, within fifteen or other Tax attribute from any Tax period (15or portion thereof) calendar days beginning after actual receipt the Closing Date, or (iii) is of Seller Taxes that are paid by Purchaser, any of its Affiliates, the Company, or any of its Subsidiaries after the Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). 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 10.6 the amount of such refund within thirty (30) days after such refund is received, net of any reasonable third-party costs or application of expenses incurred by such credit against Taxes. To the extent that any expense creates a net operating loss party or its Affiliates in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of procuring such refund.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending (i) If after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or any of its Affiliates (including the amount Surviving Corporation) actually receives or realizes any refund, or a credit in lieu of a refund, of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect Tax that is attributable to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment or of a non-Seller Group Tax Return for a any Pre-Closing Taxes, and such Tax Period, Buyer, at was paid or deemed paid (including amounts included in the sole expense calculation of Seller, shall cause Newco, Net Working Capital and Third-Party Expenses) by (i) the Indemnifying Parties on or after the Closing Date or (ii) the Company or any of its Subsidiaries prior to the Sold Subsidiaries Closing Date, then Buyer promptly shall pay or cause to amend be paid to the Payment Agent (for further distribution to the Indemnifying Parties in accordance with each Indemnifying Party’s respective Indemnification Pro Rata Portion of such amount) the amount of any such refund or credit, net of any Taxes imposed on Buyer or any of its Affiliates (including the Surviving Corporation) with respect thereto, and net of any costs of Buyer or the Surviving Corporation that are reasonably associated with obtaining such refund or credit (“Net Tax Return Refund”) but only if the aggregate amount of all such Net Tax Refunds exceeds $150,000 (the “Basket Amount”). If the aggregate amount of all such Net Tax Refunds exceeds the Basket Amount, then the entire amount of such aggregate Net Tax Refunds shall be paid to the Payment Agent for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware distribution to each of the availability Indemnifying Parties in accordance with the Tax Refund Payment Spreadsheet. Notwithstanding the foregoing, any refunds set forth in Schedule 7.6(g) (to the extent actually allowed by the relevant Governmental Entity and actually received by Buyer after the Closing Date, net of any Taxes imposed on Buyer or any of its Affiliates (including the Surviving Corporation) with respect thereto, and 50 TABLE OF CONTENTS net of any costs of Buyer or the Surviving Corporation that are reasonably associated with obtaining such refund or credit) shall be paid to the Payment Agent (for further distribution to the Indemnifying Parties in accordance with each Indemnifying Party’s respective Indemnification Pro Rata Portion of such refundamount) when received and, for the avoidance of doubt, the amount of such refunds so received shall not be included in calculating the Basket Amount.

Tax Refunds. Any Tax Buyer shall pay to Seller any cash refunds that are of Taxes (together with any interest received with such refund) described on Schedule 6.12(e) received by Buyerany Company after the Closing Date within ten (10) Business Days after receipt of such refund; provided, however, Buyer shall not be required to pay such refund to Seller to the Companyextent such refund (or a claim for such refund) was included in Schedule 1.l(g), Newco or except to the Sold Subsidiaries, and extent of any amounts credited against Taxes Refund Shortfall (net of any reimbursed expenses included therein) previously paid to which Buyer, Buyer in accordance with this Section 6.12(e) with respect to such refund. To the Company, Newco or extent that the Sold Subsidiaries become entitled full amount of any refund listed in a Tax period ending Schedule 1.l(g) is not received by any Company within ten (10) months after the Closing Date, that relate Seller shall indemnify and hold the Buyer Indemnified Parties (for the avoidance of doubt, including Ropak and Ropak Canada) harmless for the difference between (a) the amount with respect to Pre-Closing Tax Periods or portions thereof such refund included in Schedule 1.l(g) and (b) the amount (net of reasonable expenses (including Taxes, if any) incurred by the Buyer Indemnified Parties in connection therewith) actually received by the Companies with respect to such refund (such difference, the “Refund Shortfall”). For the avoidance of doubt, Seller’s indemnification obligations pursuant to the immediately preceding sentence shall not be subject to the procedures set forth in Section 9.5. The Refund Shortfall shall be paid to Buyer immediately out of the CompanyEscrow Funds, Newco and the Parties shall instruct the Escrow Agent without any delay to make such payment to Buyer. Further, for those Tax refunds set forth on Schedule 6.12(e) where an amended Tax Return of the Companies or LUHI must be filed for the Sold Subsidiaries Tax refund to be paid by the applicable Taxing Authority, then notwithstanding Section 6.l(b)(xiv), such amended Tax Return can be filed prior to the Closing Date at the direction and control of Seller upon notice to Buyer so long as such filing could not reasonably be expected to adversely affect Buyer, the Companies or their respective Affiliates after the Closing; provided, further, that if such amended Tax Return is not filed before the Closing Date, then Buyer shall prepare and file such amended Tax Return at Seller’s expense (such expense to include any third-party fees and any Taxes generated in a taxable period or portion thereof beginning after the Closing Date that are solely attributable to such amendment) as soon as practicable after the Closing Date and such amended Tax Return shall be treated for purposes of Section 6.12(a) (other than the second sentence thereof) as if it were a “Seller Tax Return” to the extent applicable, with an assumed due date for such amended Tax Returns of sixty (60) days after the Closing Date, or as soon thereafter as reasonably practicable, for Section 6.12(a) purposes. For the avoidance of doubt, any other refunds of Taxes of the Companies not described on Schedule 6.12(e) shall be for the account of Buyer and the Companies, and neither Buyer nor the Companies shall have any obligation to pay over any such other refunds to Seller. Buyer shall pay over and Seller agree that, except as required by Law, the receipt by Seller of any Tax refund amounts (inclusive of interest thereon) paid by Buyer to Seller any such refund received pursuant to this Section 6.12(e), and the receipt by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, Refund Shortfall pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Sellerthis Section 6.12{e), shall cause Newco, be treated by them for Tax purposes as adjustments to the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundPurchase Price.

Tax Refunds. Any Tax To the extent not required pursuant to Leases to be paid or credited to Tenants, (i) real property tax refunds that are and credits received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Datethat are attributable to a fiscal year prior to the fiscal year in which the Closing occurs shall belong to Sellers, that relate and (ii) any such refunds and credits attributable to Pre-the fiscal tax year in which the Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries occurs shall be apportioned between Sellers and Buyer (according to their respective periods of ownership during such fiscal year) after deducting the reasonable out-of-pocket expenses of collection thereof. Sellers shall have the sole right to prosecute any proceedings for the account reduction or refund of Sellerreal property taxes that have been commenced prior to the Closing and relates to the period covered by the foregoing clause (i), and Buyer shall (and shall, after Closing, cause any applicable Property Owner to) cooperate in connection therewith. Buyer shall pay over to Seller not (and after Closing, shall not cause or permit a Property Owner to) withdraw, compromise or settle any such refund received by Buyer proceeding relating to the fiscal year in which the Closing occurs without Sellers’ prior consent, which consent shall not be unreasonably withheld, conditioned or the amount delayed. Upon settlement of any such creditproceeding, net all settlement proceeds which are, in accordance with the terms of all expenses (including Taxes) imposed the Leases, to be returned or incurred by reimbursed to Tenants under Leases, shall be the sole property of Buyer, Newcoand Sellers shall, to the Companyextent permissible by the taxing authority, direct the taxing authority to pay all such amounts directly to Buyer. Buyer will indemnify Sellers against any and all claims by, or the Sold Subsidiaries demands from, Tenants with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundpreceding sentence.

Tax Refunds. Any Tax refunds or credits in lieu of refunds of Taxes paid by the Foreign Subsidiaries, or with respect to the Purchased Assets, with respect to Pre-Closing Taxable Periods, including the portion of any Straddle Period ending on the Closing Date, (including any interest in respect thereof, but excluding any refunds or credits to the extent treated as Current Assets in Closing Working Capital) that are received by Buyerthe Buyers, the Company, Newco or the Sold any Foreign Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller but excluding any such refund received by Buyer or credit that arises as the amount result of a carryback of a loss or other Tax benefit from a Post-Closing Taxable Period (a “Tax Refund”) shall be property of the Seller Parties. The Buyers shall (i) in the case of a Tax Refund, pay or cause to be paid to the appropriate Seller Party any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, Tax Refund within fifteen (15) calendar days after actual receipt or entitlement thereto, and (ii) in the case of such refund a credit of Taxes, pay or application cause to be paid to the appropriate Seller Party the amount of such credit against Taxeswithin fifteen (15) days after such credit actually reduces the amount of Taxes that the Buyers would otherwise be required to pay, in each case, reduced by any Tax costs incurred by the Buyers or their Affiliates in connection with obtaining such Tax Refund or Tax credit. To the extent that permitted by applicable Law, the Buyers shall not, and shall cause their Affiliates not to, carry back to any expense creates a net operating loss in a Pre-Closing Tax Taxable Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for Foreign Subsidiary any operating losses, net operating losses, capital losses, tax credits or similar items arising in, resulting from or generated in a PrePost-Closing Tax Taxable Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax The Sellers shall be entitled to all refunds (or any credits in lieu thereof), if any, along with any interest paid or credited with respect thereto, that are received by BuyerParent, any of the CompanyCompany Entities, Newco or any of their respective Affiliates following the Sold SubsidiariesClosing and that are attributable to Taxes paid by the Company Entities with respect to any Pre-Locked Box Tax Period, and in each case, other than (i) refunds or credits included in the Locked Box Balance Sheet or taken into account in the final determination of Indebtedness, (ii) Transfer Taxes borne by Parent pursuant to Section 6.19(b), or (iii) any amounts credited against Taxes to which Buyer, the Company, Newco refund or the Sold Subsidiaries become entitled in credit resulting from a carry back of a Tax attribute attributable to a taxable period ending (or portion thereof) beginning after the Closing Locked Box Date. If Parent, that relate to Pre-Closing Tax Periods or portions thereof any of the CompanyCompany Entities, Newco or any of their respective Affiliates receives such a Tax refund (or a credit in lieu thereof), it will deliver the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such creditsame, net of all any Taxes or reasonable and documented out-of-pocket expenses (including Taxes) imposed or incurred by Buyer, NewcoParent, the CompanyCompany Entities, or the Sold Subsidiaries any of their respective Affiliates with respect to such refund (or creditcredit in lieu thereof), to the Seller Representative (on behalf of the Sellers) within fifteen a reasonable period of time after receipt thereof, but in no event shall be required to make such payments on more than two occasions in any taxable year. Nothing in this Section 6.19(h) shall require Parent, the Company, any Company Entity or any of their respective Affiliates thereof to make any payment with respect to any Tax refund (15) calendar days after actual receipt of and such refund shall be for the benefit of Parent) that is with respect to any refund resulting from the payment of Taxes made on or application of after the Locked Box Date to the extent the Sellers have not borne such credit against Tax or otherwise have not indemnified Parent for such Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause NewcoParent, the Company Entities and any of their respective Affiliates shall have the right to withhold and set-off against any amounts due to the Sellers under this Section 6.19(h) an amount equal to the amount of any claim for indemnification for which the Sellers may be liable pursuant to Section 8.2(e) that has not been finally resolved or to the Sold Subsidiaries extent any such claim has not been paid in full; provided, that, Parent, the Company Entities and their respective Affiliates, as applicable, shall promptly deliver to amend the Seller Representative (on behalf of the Sellers) any such Tax Return amounts withheld to the extent it is ultimately determined that the Sellers are not liable under Section 8.2(e) for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundamounts withheld.

Tax Refunds. Any Except to the extent taken into account in determining Closing Date Net Working Capital, any (i) Tax refunds that are refund (including any interest in respect thereof) received or applied for by Buyerany of Parent, the Company, Newco Surviving Corporation or any of its Subsidiaries prior to the Sold Subsidiaries, 36-month anniversary of the Closing Date and any (ii) amounts credited creditable against Taxes a Tax for a Post- Closing Tax Period to which Buyerany of Parent, the Company, Newco Company or any of its Subsidiaries becomes entitled prior to the Sold Subsidiaries become entitled in a Tax period ending after 36-month anniversary of the Closing Date, in each case, that relate to any Pre-Closing Tax Periods or portions thereof Period of the Company, Newco Company or the Sold any of its Subsidiaries shall be for the account of Sellerthe Company Equityholders. Buyer Parent shall pay over to Seller the Holder Representative (for distribution to the Company Equityholders in the same manner as set forth in the last sentence of Section 11.2 with respect to the Holder Allocable Expense Amount) any such refund received by Buyer or the amount of any such amount credited against Tax within 15 days after receipt or entitlement thereto, net of any expenses incurred by Parent, the Surviving Corporation or any of its Subsidiaries in seeking or securing such refund or amount credited against Tax; provided, however, that such refunds or amounts credited against Tax shall not include any refunds or amounts attributable to the carryback of any credit, net operating loss, capital loss deduction or other similar Tax attribute arising in a Tax Period beginning after the Closing Date. Parent shall provide the Holder Representative with written notice of all expenses (including Taxesthe availability of any such refund or credit subject to this Section 8.2(e) imposed or incurred by Buyerthat is has knowledge of, Newcoand upon the written request of the Holder Representative, the Company, or the Sold Subsidiaries with respect Parent shall take appropriate action to obtain such refund or credit. Nothing in this Section 8.2(e) shall be construed to limit or restrict, within fifteen (15) calendar days after actual receipt or to require any payment by Parent as a result of, the claiming in a Post-Closing Tax Period of such refund any deduction or application of such credit against Taxes. To the extent that relating to any expense creates a Tax basis, Tax net operating loss carryforward or other Tax attribute that arose in or relates to any Pre-Closing Tax Period other than a refund of Taxes relating to a Pre-Closing Tax Period that can, pursuant is credited or offset against a Tax liability relating to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a PrePost-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Seller shall be entitled to any refund of Taxes (including, for the avoidance of doubt, any such refund attributable to an overpayment of Tax refunds shown on any originally filed Tax Return in respect of any Pre-Closing Period or any pre-Closing portion of any Straddle Period that are is originally filed after the Closing), including any related interest received from the applicable Governmental Authority, of the Target Company or its Subsidiary that is received by BuyerPurchaser, the Company, Newco Target Company or the Sold SubsidiariesTarget Company’s Subsidiary after the Closing, and except to the extent (i) such refund relates to a Purchaser Closing Date Tax, (ii) arising as a result of a carryback of a loss or other Tax benefit generated in any amounts credited against Taxes to which Buyer, the Company, Newco Post-Closing Period or the Sold Subsidiaries become entitled (iii) such refund is in respect of a Tax period ending Return that is originally filed after the Closing DateDate and is attributable to the excess, that relate if any, of (x) the Taxes shown to Pre-Closing be due and payable on such originally filed Tax Periods or portions thereof of Return (to the extent actually paid by Purchaser, the Target Company, Newco its Subsidiary or any Affiliate thereof after the Sold Subsidiaries Closing) over (y) the amount paid by Seller in respect of such Tax Return. Purchaser shall pay, or shall cause to be for the account of Seller. Buyer shall pay over paid, to Seller any amount to which Seller is entitled pursuant to the preceding sentence reasonably promptly after the receipt of the applicable refund by Purchaser, the Target Company or the Target Company’s Subsidiary, as applicable; provided that (1) the amount payable pursuant to the preceding sentence shall be net of any reasonable out-of-pocket costs or expenses incurred by Purchaser, the Target Company or the Target Company’s Subsidiary in obtaining such refund received by Buyer or and any Taxes imposed on the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To and (2) to the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that cansuch refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, pursuant Seller shall promptly repay to applicable Tax law, be carried back to an earlier taxable period to generate a refund through Purchaser the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability amount of such refund, together with any interest, penalties or additions to Tax imposed by such Governmental Authority.

Tax Refunds. Any refunds of Taxes with respect to any Pre-Closing Tax refunds Period that are received by BuyerParent, the Company, Newco Company or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold of its Subsidiaries become entitled in a Tax period ending after the Closing DateDate (any such refund, that relate to a “Pre-Closing Tax Periods or portions thereof Refund”) that are (i) attributable to an overpayment of estimated Taxes claimed upon an income Tax Return of the Company, Newco Company or its Subsidiaries filed after the Sold Subsidiaries Closing Date or (ii) described in Item 2 of Section (b) on Schedule 4.08 hereto shall be for the account of Seller. Buyer the Stockholders and Optionholders, provided, however, that the Stockholders and Optionholders shall pay over not be entitled to Seller a Pre-Closing Tax Refund that is attributable to a Transaction Tax Deduction and, provided further, that any such refund received Pre-Closing Tax Refunds shall be reduced by Buyer or the amount of any Taxes payable with respect to any Pre-Closing Tax Returns except to the extent that any such creditTaxes payable were taken into account as accrued income Taxes as finally determined. Parent shall pay over, net as directed by the Representative for the benefit of all expenses (including Taxes) imposed the Stockholders and Optionholders, any such Pre-Closing Tax Refund within 20 days after the filing of the final originally filed income Tax Return of the Company or incurred by Buyer, Newco, the Company, or the Sold its Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through is filed after the amendment of a non-Seller Group Tax Return for a Closing Date. Parent shall cooperate with the Representative in obtaining Pre-Closing Tax PeriodRefunds to which the Stockholders and Optionholders are entitled under this Section 10.01(b), Buyerincluding through the filing of amended Tax Returns or refund claims, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for it being understood that any such Pre-Closing Tax Period Refunds will be claimed in cash rather than as soon as reasonably practicable after becoming aware of the availability of such refunda credit against future Tax liabilities.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries The Seller shall be for the account entitled to any refund (or credit in lieu thereof) of Seller. Buyer shall pay over Taxes attributable to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can(or utilized, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through in the amendment case of a non-Seller Group credit) (including any interest paid thereon) (a “Tax Return for Refund”), except to the extent such refund or credit was taken into account in the calculation of the Closing Date Payment or the Final Adjustment Amount and to the extent any Tax Refund is attributable to the carryback of any item of loss or deduction generated in a PrePost-Closing Tax Period, . Within 20 Business Days after receipt by the Buyer, at the sole expense of Seller, shall cause Newco, the Company or any Affiliate thereof, of any Tax Refund to which the Sold Subsidiaries Seller is entitled, the Buyer shall deliver and pay over to amend the Seller, by wire transfer of immediately available funds, such Tax Return Refund net of any Taxes and reasonable and documented out-of-pocket expenses associated with obtaining such Tax Refund. The Buyer will, and will cause the Company, and any Affiliate thereof, to execute such documents, take such additional actions and otherwise reasonably cooperate as may be necessary for such Pre-Closing Persons to perfect their rights in and obtain all Tax Period Refunds for which any such Person is eligible and to which the Seller is entitled. In the case of any Straddle Period, the amount of Tax Refunds to which the Seller is entitled shall be determined in the same manner as soon if the relevant Tax period ended on the date hereof. In the event that any item with respect to which an amount was paid to the Seller pursuant to this Section 6.9(a) is subsequently reduced as reasonably practicable after becoming aware a result of any adjustment required by any Governmental Authority, the Seller shall pay or transfer, or cause to be paid or transferred, to the Buyer the amount of such reduction within 20 days of the availability of such refundBuyer’s written demand therefor.

Tax Refunds. Any Tax refunds of Taxes for which the Seller has an indemnity obligation under Section 5.20(a) (or credits applied in lieu of such refunds), other than any such refund or credit of Taxes to the extent it was included as an asset in the calculation of Closing Working Capital that are received by Buyer, the Company, Newco Purchaser or the Sold Subsidiaries, and its Affiliates from any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending Taxing Authority after the Principal Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall Date will be for the account of Seller. Buyer shall pay over to the Seller (any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, a “Pre-Closing Tax Refund”), and the Purchaser will pay over to the Seller any such Pre-Closing Tax Refund within fifteen thirty (1530) calendar days after actual receipt of thereof, less any Taxes and reasonable out-of-pocket costs and expenses incurred by the Purchaser and/or its Affiliates in connection with obtaining and receiving any such Pre-Closing Tax Refund. The Purchaser shall, if the Seller so requests and at the Seller’s expense, reasonably cooperate with any request to file for and obtain or cause the Transferred Entities to file for and obtain, any refunds or credits to which Seller is entitled under this Section 5.20(k), but shall not be obligated to seek any refund or application credit if it reasonably believes it would have a material adverse Tax effect on the Purchaser or its Affiliates. If any Governmental Authority determines that an amount of Taxes refunded to the Purchaser or 76 its Affiliates, and which the Purchaser or its Affiliates paid to the Seller hereunder, should not have been so refunded, the Seller will promptly reimburse the Purchaser for such credit against Taxesamount. To the extent that any expense creates a net operating loss the Purchaser reasonably determines in good faith that the amount of non-income Taxes included in the calculation of Closing Working Capital exceeds the amount of non-income Taxes for which the Seller would have had an indemnity obligation under Section 5.20(a) (but for the inclusion of such non-income Taxes in Closing Working Capital), such excess shall be treated as a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment Refund for purposes of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundthis Section 5.20(k).

Tax Refunds. Any Tax All refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against of Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the CompanyCompany (i) paid prior to the Closing, Newco (ii) included in the Divestiture Tax Adjustment and, without duplication, Net Working Capital (each as finally determined pursuant to Section 1.4), (iii) for which Buyer is reimbursed pursuant to Section 6.9(b)(i), or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over (iv) indemnified pursuant to Seller any such refund received Section 10.1, which refunds, in each case, are obtained by Buyer and its Affiliates at the written request of the Stockholder Representative pursuant to this Section 6.9(d) (whether in the form of cash received or a credit or offset against current Taxes otherwise payable by Buyer and its Affiliates), to the extent not included as a reduction in the amount of the Divestiture Tax Adjustment or Net Working Capital (as finally determined) pursuant to Section 6.9(c)(i)(F), shall (along with any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries interest received with respect to such refund or credit, within fifteen (15from the applicable Governmental Entity) calendar days after actual receipt be the property of such refund or application of such credit against TaxesSellers. To the extent that Buyer or the Company receives a refund that is the property of Sellers, Buyer shall pay the amount of such refund (and related interest) to the Stockholder Representative for distribution to Sellers as provided in Section 1.5. The amount due to the Stockholder Representative with respect to a refund shall be paid by wire in immediately available funds within ten (10) days after the receipt of the refund from the applicable Governmental Entity (or, if the refund is in the form of a credit or offset, within ten (10) days after the due date of the Tax Return claiming such credit or offset). If Buyer is required to repay any expense creates a net operating loss Tax refund to the applicable Governmental Entity, Sellers shall, upon the written request of Buyer, repay to Buyer any Tax refund amount paid over pursuant to this Section 6.9(d) plus any penalties, interest or other charges imposed by the relevant Governmental Entity. Buyer shall, and shall cause its Affiliates, to take all commercially reasonable actions requested in a writing by the Stockholder Representative, the reasonable costs and expenses of which shall be borne by the Sellers, to timely claim any refunds of Taxes of the Company for any Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment (or portion of a non-Seller Group Tax Return Straddle Period ending on the Closing Date). To the extent that the parties need to determine the amount of refunds for Taxes of the Company for a Pre-portion of a Straddle Period ending on the Closing Tax PeriodDate, Buyersuch refunds shall equal the amount by which (i) the Taxes payable for the portion of the Straddle Period ending on the Closing Date (as determined consistent with Section 6.9(c)(ii)) (without regard to any payments made prior to the Closing Date) are less than (ii) the amount of payments (whether in form of cash or other credit) that were made by, at the sole expense of Seller, shall cause Newcoor on behalf of, the Company on or prior to the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period Date (without duplication of any amounts that were reflected as soon as reasonably practicable after becoming aware a reduction of the availability Divestiture Tax Adjustment or a decrease in Current Liabilities for Taxes or an increase in Current Assets for Taxes (as finally determined) pursuant to Section 6.9(c)(i)(F)). To the extent that the parties need to determine the amount of refunds for Taxes of the Company attributable to the Regulatory Divestitures, except in cases where all such Taxes are Indemnified Divestiture Taxes, such refunds will be apportioned between the Sellers, on the one hand, and the Buyer, on the other hand, based on the relative proportion of such refundTaxes borne by each.

Tax Refunds. Any The parties to this Agreement understand and agree that (a) the exercise of any 2000 Plan Company Options, 2006 Plan Company Options or Company Warrants prior to or in connection with the consummation of the Merger and the treatment of all other 2000 Plan Company Options, 2006 Plan Company Options, Company Deferred Stock and Company Warrants in accordance with Section 3.9 of this Agreement may result in a deduction (the “Compensation Deduction”) to the Company in connection with its U.S. federal income Tax refunds Return for its short taxable year ending on the Closing Date (the “Final Tax Year”), (b) the Compensation Deduction may result in the Company having a net operating loss (“NOL”) with respect to its Final Tax Year, and (c) any such NOL is an asset of the Company that are received is not being acquired by BuyerParent, Merger Sub and/or the Surviving Entity in connection with the transactions contemplated by this Agreement. The Surviving Entity, as successor in interest to the Company, Newco and Parent agree to timely file, or cause to be timely filed, the Sold SubsidiariesU.S. federal income Tax Return of the Company for its Final Tax Year, and, to the extent such Tax Return results in a valid NOL, timely file, or cause to be timely filed, the appropriate Tax Returns necessary to carry such NOL back to the Company’s prior tax years as permitted in accordance with Section 172(b)(1)(A)(i) of the Code in order to obtain a refund of Taxes (the “Tax Refund”), if any. The Tax Returns referred to in the previous sentence shall be prepared (by Mxxxx Sxxxxxx, if willing and available at reasonable terms) in manner consistent with past practices of the Company except as required by Law; provided, that no position shall be taken on any amounts credited against Taxes such Tax Return, or shall have been taken on any Tax Return for a tax year to which Buyerthe NOL is carried back, unless there is (or was, as applicable) at least “substantial authority” (within the Company, Newco or meaning of Section 6662 of the Sold Subsidiaries become entitled in a Code) for such position. Any Tax period ending after Refund is for the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof benefit of the Company, Newco or and is an asset of the Sold Subsidiaries shall be for Company that is not being acquired by Parent, Merger Sub and/or the account Surviving Entity in connection with the transactions contemplated by this Agreement, and it is the intention of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the parties hereto that the Tax Refund (after deducting therefrom the amount of any such creditNegative Payment Amount (as defined in the CVR Agreement)) shall be paid to the Holders (as defined in the CVR Agreement) of Contingent Value Rights on a pro rata basis. Parent and the Surviving Entity agree to facilitate the payment of the Tax Refund (minus any Negative Payment Amount), net if any, on behalf of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or to the Sold Subsidiaries Persons entitled to the Tax Refund in accordance with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period this Section 6.16 as soon as reasonably practicable after becoming aware the receipt of the availability Tax Refund by Parent or the Surviving Entity. Notwithstanding anything in this Section 6.16 to the contrary, in no event shall a payment of the Tax Refund be made, and neither Parent nor the Surviving Entity shall be liable or responsible for or in respect of any such refundpayment to any Person, after the fifth anniversary of the Closing Date.

Tax Refunds. Any Tax refunds that are received by BuyerIf (a) a United Indemnitee or a Torch Indemnitee receives a refund (or a credit in lieu of a refund) of, the Company, Newco or the Sold Subsidiaries, and any amounts credited is entitled to a credit against Taxes otherwise payable as a result of, any Taxes as to which Buyerit has been indemnified pursuant to Section 5.14 or (b) a United Indemnitee receives a refund (or a credit in lieu of a refund) of any Tax liability that was reflected in, reserved for or taken into account in the Companydetermination of ContentCo Indebtedness or ContentCo Working Capital (in each case, Newco as finally determined pursuant to Section 1.7), United or the Sold Subsidiaries become entitled in a Tax period ending after the Closing DateTorch, that relate to Pre-Closing Tax Periods or portions thereof of the Companyas applicable, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the other party an amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect equal to such refund or credit, within fifteen determined on a “with and without” basis and net of any reasonable, out-of-pocket expenses (15including Taxes) calendar days after actual of the United Indemnitee or Torch Indemnitee, as applicable, incurred in connection with the receipt of such refund or application credit and without interest (other than any interest paid by the relevant Governmental Entity with respect to such refund). At the reasonable request of such the indemnifying party, United or Torch shall file (and shall cause its applicable Subsidiaries to file) Tax Returns to obtain a refund of, or credit against Taxes. To in respect of, Taxes to which the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, other party is entitled pursuant to applicable Tax lawthis Section 6.6 (including, be carried back to an earlier taxable period to generate for the avoidance of doubt, a refund through the amendment of or reduction in income Taxes otherwise payable by OpCo as a non-Seller Group result of any indemnity payment made by Torch or any of its Subsidiaries pursuant to Section 5.14(a) in respect of income Taxes payable by OpCo; provided, that a party shall be required to file an amended Tax Return for a Pre-Closing Tax Period, Buyer, only at the sole expense of Seller, shall cause Newco, the Company or indemnifying party and only if the Sold Subsidiaries to amend filing of such Tax Return for such Pre-Closing Tax Period as soon as would not reasonably practicable after becoming aware of the availability of such refundbe expected to have an adverse effect that is material.

Tax Refunds. Any (A) The Seller shall be entitled to any Tax refunds or credits (that result in an actual reduction in cash Taxes) that are received by Buyer, the Company, Newco Purchaser or the Sold Subsidiaries, and any amounts credited against Group Companies attributable to Taxes to which Buyer, paid by the Company, Newco Seller or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate Group Companies with respect to any Pre-Closing Tax Periods Period or portions thereof of any Taxes for which the CompanySeller has indemnified the Purchaser; provided, Newco that Sellers shall not be entitled to any such Tax refunds or credits to the Sold Subsidiaries extent that (i) such Tax refunds or credits are taking into account in calculating the Closing Payment Shares, (ii) such Tax refunds or credits result from a loss carry-back from a Post-Closing Tax Period, or (iii) such Tax refunds or credits are used by Purchaser to recover its right to indemnity pursuant to this Agreement. The Purchaser shall pay, or cause to be for the account of Seller. Buyer shall pay paid, over to the Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or any costs incurred by Buyer, Newco, the Company, Purchaser in obtaining such Tax refunds or the Sold Subsidiaries with respect to such refund or creditcredits, within fifteen five (155) calendar days Business Days after actual receipt of such refund or application actual realization of such credit against Taxes. To Purchaser and Seller will equitably apportion any Tax refunds or credits (including any interest received thereon) received or realized with respect to Taxes imposed on or with respect to any Group Company for a Straddle Period in a manner consistent with the principles set forth in Section 6.15(d). If any such Tax refund or credit in respect of which a party made a payment to the other party pursuant to this Section 6.15(e) is subsequently disallowed or reduced, such other party shall promptly repay the amount of such Tax refund or credit received, to the extent disallowed or reduced, to the party that made such payment, together with any expense creates interest, penalties or other charges imposed thereon by the applicable Taxing Authority. After the Closing, the Purchaser shall cause the Group Companies to continue to work in good faith and use commercially reasonable efforts to diligently prosecute any Tax refund claims in order to maximize and obtain any such Tax refunds or credits, provided that Purchaser shall not be required to prosecute any claims related to Tax refunds or credits if Purchaser reasonably determines it would increase the Tax Liabilities of a net operating loss Group Company in a PrePost-Closing Tax Period that canor otherwise result in any other material adverse Tax consequences to Purchaser, pursuant to applicable Tax lawany Group Company, be carried back to an earlier taxable period to generate a refund through the amendment or any of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundtheir Affiliates.

Tax Refunds. Any Seller shall be entitled to any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to the Company or USIS for any Pre-Closing Tax refunds that are received Period, including any such amount arising by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a reason of an amended Tax period ending Return filed after the Closing Date, an audit or otherwise; provided, however, that relate to Pre-Closing any Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen other benefit (15i) calendar days after actual receipt that relates to a carryback of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating Company loss in from a PrePost-Closing Tax Period and that canwould not otherwise have been received by Seller or an Affiliate thereof or (ii) that is specifically identified and reserved for in the GAAP Financial Statements, shall be the property of Buyer. Buyer shall be entitled to any Tax refund or other benefit of the Company or USIS of or against any Taxes other than refunds or other benefits to which Seller is entitled pursuant to applicable Tax lawthe foregoing sentence. In connection with the foregoing, be carried back if Seller reasonably determines that the Company or USIS is entitled to an earlier taxable period to generate file or make a formal or informal claim for a refund through the amendment of a non-Seller Group Taxes (including by filing an amended Tax Return for Return) with respect to a Pre-Closing Tax Period, BuyerSeller shall be entitled to file or make, at the sole expense of Seller, shall or to request that Buyer cause Newco, the Company or USIS, as applicable, to file or make, such formal or informal claim for refund, and Seller shall be entitled to control of the Sold Subsidiaries prosecution of such claim for refund. Buyer shall cooperate, and cause the Company or USIS, as applicable, to amend cooperate, with respect to such claim for refund (including, if applicable, with respect to the filing or making of such claim for refund), and shall pay, or cause the Company or USIS, as applicable, to pay, to Seller the amount (including any interest paid thereon by the applicable Taxing Authority and net of any costs or expenses incurred by Buyer or any of its Affiliates with respect to such refund or claim for refund) of any related refund, credit, offset or other similar benefit thereof. Any refund, credit, offset or other similar benefit received or realized with respect to Taxes attributable to the Company or USIS for a Straddle Period shall be equitably apportioned among Buyer and Seller in a manner consistent with the principles set forth in Section 9.1(a). Each party hereto shall pay, or cause its Affiliates to pay, to the party entitled to a Tax refund or other benefit under this Section 9.4, the amount of such refund or benefit (including any interest paid thereon and net of any Taxes to the party receiving such refund or benefit in respect of the receipt or accrual thereof) within ten (10) days after the actual receipt or realization thereof or the application of such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundrefund or other benefit against amounts otherwise payable.

Tax Refunds. Any Tax refunds that are received by BuyerFrom and after the Closing, the CompanyBuyer Entities (or, Newco or the Sold Subsidiaries, and with respect to any amounts credited against Taxes to which Buyerparticular Company Entity, the Companyrelevant Buyer Entity or Buyer Entities) shall promptly pay, Newco or cause the Sold Subsidiaries become entitled in a Tax period ending after relevant Company Entity to pay, to Truist (or, at the Closing Datedirection of Truist, that relate to Pre-Closing Tax Periods or portions thereof any Affiliate thereof) (i) 100% of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any refunds (or credits in lieu thereof) in respect of Taxes on the Tax Returns reflected on Schedule 6.08(i) of the Company Disclosure Schedule (for the avoidance of doubt, without duplication of any refund (or credits in lieu thereof) actually received by such creditBuyer Entity or such Company Entity and paid to Truist (or any Affiliate thereof) pursuant to the Section 6.07 of the Prior Purchase Agreement), (ii) 80% of any amount of refunds (or credits in lieu thereof) in respect of Taxes on the Tax Returns reflected on Schedule 6.08(ii) of the Company Disclosure Schedule (representing Tax Returns of Company Entities relating to, resulting from or arising out of any Tax period (or a portion thereof) beginning after the Prior Purchase Agreement Closing Date and ending on the Closing Date) (for the avoidance of doubt, without duplication of any refund (or credits in lieu thereof) actually received such Buyer Entity or such Company Entity and paid to Truist (or any Affiliate thereof) pursuant to the Section 6.07 of the Prior Purchase Agreement), and (iii) any refunds attributable to Indemnified Taxes (in each case of clauses (i) through (iii), net of all any Taxes imposed on the receipt thereof and any reasonable third-party out-of-pocket expenses (including Taxes) imposed or incurred by Buyerthe Company Entities, Newcoas the case may be, in obtaining such refund, including those incurred in connection with the Companyactions described in the final proviso of this ‎Section 6.08), in each case, except to the extent such refunds were taken into account as an asset in Closing Working Capital or Income Tax Liability Amount; provided that, in the Sold Subsidiaries with respect event that, as a result of a determination by a Taxing Authority within the meaning of Section 1313(a) of the Code, a refund that gave rise to any payment by the Company pursuant to this ‎Section 6.08 is subsequently disallowed, Truist, upon the request of the Buyer Entities, shall repay (or cause to be repaid) such refund amount (plus any penalties, interest or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To other charges imposed by the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundrelevant Taxing Authority).

Tax Refunds. Any Tax refunds of Taxes (or credits in lieu thereof), including any interest paid by a Governmental Authority in respect thereof, that are actually received by Buyerthe Purchaser or any member of the Company Group or their Affiliates (including in the form of a reduction or offset against any Tax) after the Closing in respect of Taxes of any member of the Company Group that were paid at or prior to the Closing or were taken into account in Excluded Liabilities, net of any Tax or other reasonable out-of-pocket cost resulting from (and that would not have been incurred but for) the Companyobtaining, Newco receipt and payment of such refund or credit (and in each case other than any such refund or credit that arises from the Sold Subsidiaries, and carryback of any amounts credited against Taxes to which Buyer, the Company, Newco net operating loss or the Sold Subsidiaries become entitled in a Tax period ending other credit or attribute generated after the Closing Date, or that relate is subject to Pre-Closing Tax Periods or portions thereof a payment obligation of any member of the CompanyCompany Group to another Person other than the Company Group that is in effect on or before the Closing Date) (“Tax Refunds”), Newco or the Sold Subsidiaries shall be for the account of SellerSellers. Buyer The Purchaser shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net Tax Refunds to Sellers (for the benefit of all expenses Sellers) within ten days of receipt thereof. Upon Sellers’ request (including Taxes) imposed or incurred by Buyer, Newcoand at Sellers’ expense), the CompanyPurchaser shall use commercially reasonable efforts to cause the relevant entity to file for any Tax Refunds to which Sellers may be entitled hereunder. For purposes of this Section 6.09(f), if a Tax Refund is eligible to be received in cash but an election is made to apply such Tax Refund against future Tax liability or otherwise defer the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of Tax Refund, then such credit against Taxes. To Tax Refund will be deemed to have been actually received upon the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment filing of a non-Seller Group Tax Return for making such election. If any refund, credit or offset of Taxes described in this Section 6.09(f) to which Sellers are entitled is subsequently reduced or disallowed as a Pre-Closing Tax Periodresult of an audit, Buyer, at Sellers shall promptly pay the sole expense of Seller, shall cause Newco, amount so reduced or disallowed to the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundPurchaser.

Tax Refunds. Any Tax refunds that are received by BuyerThe Equityholders shall be entitled to receive from Parent, Purchaser, the Company, Newco Acquired Entities or their Subsidiaries all refunds (or credits for overpayments) of Taxes by the Sold Acquired Entities and their Subsidiaries, and including any amounts credited against Taxes interest thereon, attributable to which Buyertaxable periods, the Companyor portions thereof, Newco ending on or the Sold Subsidiaries become entitled in a Tax period ending after before the Closing Date, that relate to Pre-Closing Tax Periods net of any reasonable costs incurred by Parent, Purchaser, the Acquired Entities or portions thereof of their Subsidiaries, as the Companycase may be, Newco or in obtaining such refund. Promptly upon the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount actual receipt of any such creditTax refund (or the actual credit for overpayment), net of all expenses (including Taxes) imposed or incurred and in no event later than five Business Days after receipt by BuyerParent, NewcoPurchaser, the CompanyAcquired Entities or any of their Subsidiaries, Parent will deliver and pay over, by wire transfer of immediately available funds, such Tax refunds (or credits for overpayments), including any interest thereon, to the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt Representative for the benefit of the Equityholders of such refund or application Acquired Entity in proportion to their former ownership of such credit against TaxesAcquired Entity. To Upon the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that canwritten request from the Representative, pursuant to applicable Tax lawPurchaser or Parent shall, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as is reasonably practicable after becoming aware of practicable, cause the availability of such refundAcquired Entities or their Subsidiaries to file an amended Tax Return or application for Tax refund in order to obtain a Tax refund (or credit for overpayment) that the Equityholders are entitled to pursuant to this Section 8.8, and Parent, Purchaser, the Acquired Entities and their Subsidiaries shall execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Parent, Purchaser, the Acquired Entities and their Subsidiaries to claim any Tax refund contemplated by this Section 8.8.

Tax Refunds. Any Sellers will be entitled to any (i) Tax refunds that are received by Buyerrefunds, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Dateincluding interest paid therewith, that relate to Taxes paid by Sellers, the Company or the Subsidiaries with respect to a Pre-Closing Tax Periods or portions thereof of Period , and (ii) amounts credited against Tax to which the CompanySellers, Newco Company or the Sold Subsidiaries shall be for become entitled (including the account of SellerERC) which relates to any Pre-Closing Tax Period. Buyer shall pay over to Seller Sellers any such refund received by Buyer or the amount of any such credit, net of all any expenses (including Taxes) imposed or Taxes incurred by Buyer, Newco, the Company, Buyer or the Sold Subsidiaries with respect any of its Affiliates reasonably attributable to such refund or credit, within fifteen (15) calendar 15 days after actual receipt of such refund. None of the Buyer, the Company, or the Subsidiaries shall have an obligation to claim any refund or application credit that will give rise to a payment to Sellers pursuant to this Section 7.8(d); provided, however, (i) that, notwithstanding any other provision of such credit against Taxes. To this Agreement, at the extent request of Sellers, Buyer shall cause any Tax Return of the Company or the Subsidiaries that any expense creates a net operating loss in relates to a Pre-Closing Tax Period to be amended as necessary in connection with the ERC, and (ii) Buyer shall promptly notify Sellers of any right to a refund or credit with respect to a Pre-Closing Tax Period of which Buyer or any of its Affiliates becomes aware. Any Tax refunds or credits received by Sellers after the Closing and that canrelate to Taxes paid by Bxxxx with respect to a Post-Closing Tax Period shall be for the account of Buyer. Sellers shall pay to Buyer any such refund (or the amount of any such credit), net of any expenses or Taxes incurred by Sellers or any of their Affiliates reasonably attributable to such refund or credit, within 15 days after receipt of such refund; provided, however, Sellers shall have no obligation to claim any refund or credit that will give rise to a payment to Buyer or any of its Affiliates pursuant to this Section 7.8(d). To the extent any such refund or credit subject to this Section 7.8(d) is subsequently disallowed or required to be returned to the applicable Tax lawAuthority, be carried back Sellers (with respect to an earlier taxable period refunds and credits relating to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries ) and Buyer (with respect to amend such Tax Return for such Prerefunds and credits relating to a Post-Closing Tax Period as soon as reasonably practicable after becoming aware of Period) agree promptly to repay the availability amount of such refund, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to the other party.

Tax Refunds. Any Except for any Tax refunds included as a Tax asset in Adjusted Net Working Capital as finally determined hereunder, any Tax refunds that are received by Buyer, Purchaser and/or the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, Purchaser and/or the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing DateCompany becomes entitled, that relate to Pre-Closing Tax Periods or portions thereof the pre-Closing portion of the Company, Newco or the Sold Subsidiaries any Straddle Period shall be for the account of Seller. Buyer Purchaser shall cause the Company or other relevant entity to timely file for and use its reasonable best efforts to obtain and expedite the receipt of any refund to which Seller would be entitled under this Section 8.9, Purchaser and/or the Company shall pay over to Seller Seller, any such refund received by Buyer or within ten (10) days following receipt thereof. Purchaser and/or the amount of Company shall use commercially reasonable efforts to have the applicable Governmental Entity that issues any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries credits that it receives with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Taxes relating to Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a PrePeriods or pre-Closing Tax portion of any Straddle Period, Buyerin lieu of such credits, at the sole expense of Sellerissue a refund. If after using such commercially reasonable efforts, shall cause Newco, Purchaser and/or the Company or are unable to obtain a refund, then Purchaser and/or the Sold Subsidiaries Company shall pay to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of Seller the availability amount of such refundcredits as such credits are utilized to offset Purchaser’s and/or the Company’s Tax liability.

Tax Refunds. Any Tax The amount of any refunds that are received by Buyerof Taxes (including, for the Companyavoidance of doubt, Newco or any refunds of Excise Taxes) of the Sold Subsidiaries, Company and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Company Subsidiary for any Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries Period shall be for the account of SellerXxxxxxxx HoldCo. Buyer The amount of any refunds of Taxes (including, for the avoidance of doubt, any refunds of Excise Taxes) of the Company and any Company Subsidiary for any Tax period beginning after the Closing Date shall pay over be for the account of HEP. The amount of any refund of Taxes of the Company and any Company Subsidiary for any Straddle Period shall be equitably apportioned between HEP and Xxxxxxxx HoldCo in accordance with the principles set forth in Section 6.3(h). Notwithstanding the foregoing, Xxxxxxxx HoldCo shall not be entitled to Seller any such refund received by Buyer of Taxes pursuant to this Section 6.3(i) (A) attributable to the carryback of any Tax attribute from a Tax period (or portion thereof) beginning after the Closing Date to any Pre-Closing Tax Period or to the pre-Closing portion of any Straddle Period, or (B) included in the calculation of the Closing Adjustment Amount (or any item included therein). 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 6.3(i) the amount of any such creditrefund within 30 days after such refund is received, net of all any third-party costs or expenses (including Taxes) imposed or incurred by Buyersuch Party or its Affiliates in procuring such refund; provided, Newcothat, notwithstanding anything in this Agreement to the Companycontrary, or in the Sold Subsidiaries with respect event that any refund of Taxes is subsequently determined by any Governmental Authority to be less than the amount paid to such refund or creditParty pursuant to this Section 6.3(i), within fifteen such Party shall promptly return any such disallowed amounts (15) calendar days after actual receipt plus any interest in respect of such refund or application of such credit against Taxes. To disallowed amount owed to a Governmental Authority) to the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundpayor Party.

Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after After the Closing Date, that relate except to the extent (a) included as an asset in Working Capital as finally determined hereunder or (b) attributable to the carryback of any loss from a Post-Closing Tax Period to a Pre-Closing Tax Periods Period, Blocker Seller and the Unitholders shall be entitled to all Tax refunds (including any Tax refunds resulting from the carryback of net operating losses, capital loss or portions thereof other tax attribute from one Pre-Closing Tax Period to another Pre-Closing Tax Period, to the maximum extent permitted by applicable Law, including the CARES Act) (and Overpayment Credits) received by Buyer or any of its Affiliates, the Company (including, for the avoidance of doubt, the Surviving Company) or any of its Subsidiaries or Blocker for any Pre-Closing Tax Period; provided that, Newco or any such amounts with respect to the Sold Subsidiaries Blocker shall be for the account sole benefit of Blocker Seller. Buyer shall (or any of its Affiliates, including Blocker or the Surviving Company) will pay over to the Representative (for further distribution to Blocker Seller and the Unitholders, as applicable) any such Tax refund received by Buyer or the amount of any such credit, net of promptly (but in all expenses (including Taxescases within five Business Days) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such Tax refund (or, in the case of any Overpayment Credits, promptly (but in all cases within five Business Days) upon filing the applicable Tax Return where such Overpayment Credit is used to reduce Taxes otherwise payable). Buyer shall, and shall cause the Surviving Company, to elect to carry back any item of loss, deduction, or application credit from any Transaction Tax Deductions and any pre-closing losses generally to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures) and, for the avoidance of such credit against Taxes. To doubt, neither Parent nor Buyer shall, and each of them shall not allow the extent that Surviving Company, its Subsidiaries, or the Blocker, to make any expense creates a election to waive the carryback of any net operating loss under Section 172(b)(3) of the Code (or any similar state, local, or non-U.S. Law) or other Tax attribute or Tax credit incurred or realized in a Pre-Closing Tax Period that can, by the Company (including pursuant to Section 2303 of the CARES Act). To the extent permitted by applicable Tax lawLaw, be carried back to an earlier taxable period to generate Buyer (or any of its Affiliates, including Blocker or the Surviving Company) shall request a refund through the amendment (rather than a credit in lieu of a non-Seller Group Tax Return for a refund) with respect to all Pre-Closing Tax PeriodPeriods. If requested by the Representative, Buyer, at the sole expense of Seller, Buyer shall cause Newcothe Surviving Company, the Company any Subsidiaries thereof, or the Sold Subsidiaries Blocker to amend such any Tax Return Returns for such any Pre-Closing Tax Period as soon as reasonably practicable after becoming aware to conform to the provisions of the availability CARES Act that apply to years ending on or prior to January 1, 2020, to the extent such amendment is reasonably expected to result in a refund that is for the benefit of such refundBlocker Seller or the Unitholders under Section 9.06.

Tax Refunds. Any Purchaser shall use commercially reasonable efforts to apply for and obtain Tax refunds Refunds (as defined below in this Section 7.5) to which the Company or any of the Company Subsidiaries may be entitled and to which Seller is entitled to payment of pursuant to this Section 7.5, unless Purchaser reasonably determines that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund; provided that if Seller objects to such determination by Purchaser that any of the Purchaser Indemnitees would be adversely affected by applying for or obtaining any such Tax Refund, Seller may submit the disagreement regarding whether any Purchaser Indemnitee would be adversely affected to the Accountants (as provided in Section 7.3) and such disagreement shall be deemed to be a dispute regarding the preparation of filing of a Tax Return, using the procedure set forth in Section 7.3 for the resolution of such dispute. Notwithstanding the foregoing, Purchaser shall not be obligated to pursue any Tax Refund pursuant to this Section 7.5 on behalf of Seller if Purchaser reasonably determines that the cost of applying for and obtaining such Tax Refund exceeds the amount of such Tax Refund, unless Seller pays to Purchaser in advance amounts sufficient to cover such shortfall. Subject to Section 7.6, Purchaser shall pay or cause to be paid to Seller all Tax Refunds that are actually received by Buyer, the Company, Newco Company or the Sold Subsidiaries, Company Subsidiaries after the Closing Date (within 10 days of the actual receipt of such refund) for (i) a Pre-Closing Period and any amounts credited against Taxes to which Buyer, (ii) a portion of all Tax Refunds paid by the Company, Newco Company or the Sold Company Subsidiaries become for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.4), in each case, net of (x) any Taxes (or increase in Taxes) imposed upon or attributable to such Tax Refund and (y) all reasonable out-of-pocket costs and expenses of Purchaser Indemnitees incurred in connection with applying for and obtaining such Tax Refund and except to the extent such Tax Refund in (i) and (ii) are reflected on the Closing Working Capital Statement (in which case, such Tax Refund and the related out-of-pocket costs and expenses shall be for Purchaser’s account). Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be entitled in to any Tax Refund with respect to the Company or the Company Subsidiaries which relates to a carryback of a Tax attribute (including net operating losses and net capital losses) generated in any Taxable period ending beginning after the Closing Date. For this purpose, that relate to Pre-Closing a “Tax Periods Refund” shall mean any refund, rebate, abatement, reduction or portions thereof other recovery (whether directly or indirectly through a right of setoff or credit) of Taxes (including payments of estimated Taxes) of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller and their Affiliates and any such refund interest received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries thereon with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through Periods and the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Portion of any Straddle Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax The Holders shall be entitled to any refunds that are received by Buyer, the Company, Newco of any Holder Taxes (excluding (i) any refund attributable to a carryback from a taxable period (or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending portion thereof) beginning after the Closing DateDate and (ii) any refund actually taken into account in Funded Debt or Closing Net Working Capital) (“Tax Refund”); provided, however, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, Tax Refund shall be net of all any related expenses incurred in connection with the preparation and filing of any Tax Return giving rise to such Tax Refund and any increases in Taxes (including Taxesas the result of any reduction in Tax attributes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold any of its Subsidiaries to amend as a result of such Tax Return Refund. The amount of any Tax Refund shall be determined by Parent in its sole discretion exercised in good faith. For the avoidance of doubt, in the event that Parent or the Surviving Corporation is required to repay such Tax Refund to the relevant taxing authority, the Holders shall repay to Parent or the Surviving Corporation, as applicable, the amount paid over pursuant to this paragraph as a Holder Tax (plus any penalties, interest or other charges imposed by the relevant Governmental Entity). This paragraph shall not be construed to require Parent or the Surviving Corporation or any of their affiliates to make available their Tax returns (or any other information relating to its Taxes that they deem confidential) to the Holders or any other person. The parties hereto agree to treat all payments made pursuant to this Section 6.14(b) as adjustments to the purchase price (as determined for Tax purposes) for all Tax purposes and that such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of treatment shall govern for purposes hereof, except to the availability of such refundextent applicable Law provides otherwise.

Tax Refunds. Any If a Loan Party makes a payment of Indemnified Taxes or Other Taxes to a Tax refunds Indemnitee under Section 5.8.2 of this Agreement and either (i) the applicable Loan Party determines that there is a reasonable basis for asserting that such Indemnified Taxes or Other Taxes were not correctly or legally imposed or asserted by the relevant Governmental Authority, unless the relevant Tax Indemnitee reasonably disagrees with such determination or (ii) the applicable Tax Indemnitee has actual knowledge that such Indemnified Taxes or Other Taxes are received refundable to such Tax Indemnitee by Buyerthe relevant Governmental Authority (in which case such Tax Indemnitee shall within a reasonable period of time provide written notice to the applicable Loan Party of such refundable Indemnified Taxes or Other Taxes) then, in each case, at the Companyapplicable Loan Party’s written request and at the applicable Loan Party’s cost and expense, Newco such Tax Indemnitee shall make a claim for refund of such Indemnified Taxes or the Sold Subsidiaries, Other Taxes (and any amounts credited against Taxes to which Buyer, the Company, Newco interest and penalties arising therefrom or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect thereto) to such refund or credit, within fifteen (15) calendar days after actual receipt Governmental Authority in the manner prescribed by Applicable Law and shall take such other reasonable necessary actions as required by the applicable Loan Party in pursuit of such refund or application of such credit against Taxesclaim. To the extent that any expense creates a Tax Indemnitee actually realizes a refund for an Indemnified Tax or Other Tax, the Tax Indemnitee shall pay such refund (net operating loss of out of pocket expenses incurred to obtain such refund) to the relevant Loan Party, provided (i) no Tax Indeminitee shall be obligated to make a payment to the extent it would result in the Tax Indemnitee and its Affiliates being in a Pre-Closing worse after Tax Period that canposition than the Tax Indemnitee would have been had no Indeminified Tax or Other Tax been incurred and (ii) each Loan Party agrees to repay to the Tax Indemnitee the amount of the refund paid over (plus any penalties, pursuant interest, or other charges imposed by a Governmental Authority) in the event the Tax Indemnitee is required to applicable Tax law, be carried back repay the refund to an earlier taxable period to generate a refund through the amendment Governmental Authority. Nothing contained in this Section 5.8.3 shall interfere with the right of a non-Seller Group Tax Return for Indemnitee to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent or other Tax Indemnitee to claim any Tax refund that would cause a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries detriment to amend such Tax Return for such Pre-Closing Indemnitee or to make available its tax returns or disclose any information relating to its Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundaffairs or any computations in respect thereof or require any Tax Indemnitee to take any other action that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

Tax Refunds. Any The Selling Parties shall be entitled to any refunds of federal, state, local, or non-U.S. income Taxes paid for any Pre-Closing Tax refunds Period of the Company or its Subsidiaries that are received by Buyerthe Company or such Subsidiary (or any successor thereto) in cash (or that are actually applied as a credit or offset to reduce cash Taxes for which the Purchaser (or its Affiliates, including for this purpose the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending ) would otherwise be liable) after the Closing DateClosing; provided, that relate to Pre-Closing Tax Periods or portions thereof of the Companyhowever, Newco or the Sold Subsidiaries that, any such refunds shall be for the account of Seller. Buyer shall Purchaser to the extent (i) that any such refunds are attributable to the carryback from a Tax period beginning after the Closing Date of items of loss, deduction, or credit, or other Tax items; (ii) taken into account in the determination of the Purchase Price hereunder; (iii) that the Company or any of its Subsidiaries is under any obligation to pay over to Seller any or credit such refund received to any Person pursuant to a contract entered into prior to the Closing; or (iv) such refund results from any Tax that is paid or economically borne by Buyer the Purchaser or its Affiliates (including the Company or its Subsidiaries after the Closing). The amount of any such creditrefunds to which the Sellers are entitled pursuant to this Section 6.2(e) that are received after the Closing Date (whether in cash or by credit or offset against cash Taxes for which the Purchaser (or its Affiliates, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, for this purpose the Company, or ) would otherwise be liable) shall be caused by Purchaser to be paid to the Sold Subsidiaries with respect to such refund or credit, Seller Representative (for the benefit of the Sellers) within fifteen (15) calendar days Business Days after actual receipt of such refund (or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment filing of a nonTax Return, claiming the applicable credit or offset) thereof, less (A) any reasonable out-Seller Group of-pocket expenses and/or Taxes (whether imposed on the Company, its Subsidiaries, or on a flow-through basis on the Purchaser and/or any of their direct or indirect owners) attributable to obtaining or receiving the refund (or credit), and (B) any required Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend withholding on such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundrefunds.

Tax Refunds. Any Tax refunds Purchaser hereby assigns to Seller all rights which it would otherwise have, if any, for a tax saving or refund for all real estate and other taxes due with respect to the Property for all tax years or portions thereof prior to the Closing Date and hereby authorizes Seller to commence or continue whatever actions or proceedings Seller may deem advisable in order to effect any such saving or refund, in the name of Seller; PROVIDED, HOWEVER, that are received all costs and expenses in respect to the prosecution of any such claim, action or proceeding by BuyerSeller shall be borne entirely by Seller; PROVIDED FURTHER, HOWEVER, that Seller shall not take any action in connection with any such claim, action or proceeding which shall adversely affect Purchaser's claim for a tax savings or refund for the Companyportion of the tax year subsequent to the Closing and for tax years subsequent to the tax year in which the Closing shall occur. Seller and Purchaser shall not withdraw, Newco compromise or settle any such proceedings for the Sold Subsidiariestax year in which the Closing shall occur without the prior written consent of the other, which consent Seller and Purchaser agree shall not be unreasonably withheld or delayed. All tax savings which Purchaser may recover for the tax year in which the Closing shall occur shall, after deducting all reasonable costs and expenses in obtaining such savings (including, without limitation, attorneys' fees), be apportioned between Seller and Purchaser, and any amounts credited against Taxes Purchaser shall promptly pay to which Buyer, Seller the Company, Newco or Seller's allocable share of the Sold Subsidiaries become entitled in a Tax balance for the period ending after prior to the Closing Date. Each of Seller and Purchaser further agree to execute any and all further instruments and documents which Purchaser or Seller, that relate in its reasonable discretion, may deem necessary in order to Pre-effect the provisions of this SECTION 3.6. The provisions of this SECTION 3.6 shall survive the Closing Tax Periods or portions thereof and delivery of the Company, Newco or Deed to the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundReal Property.

Tax Refunds. Any Tax The Seller Share of the amount of any refunds that are of Taxes of the Company and its Subsidiaries for any Pre-Effective Time Period received by BuyerPurchaser, the Company, Newco Company or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold its Subsidiaries shall be for the account of Seller. Buyer shall pay over , except to Seller the extent any such refund received (a) was included as a Working Capital Asset (as defined in the Class A Purchase Agreement) in the final determination of Effective Time Working Capital (as defined in the Class A Purchase Agreement) in accordance with the Class A Purchase Agreement, (b) results from the carryback of any net operating loss, credit or other Tax attribute from any Tax period (or portion thereof) beginning after the Effective Time or (c) is of Seller Taxes that are paid by Buyer Purchaser, any of its Affiliates, the Company or any of its Subsidiaries after the Closing that have not been indemnified by Seller pursuant to Section 12.2(b)(iii). The amount of any refunds of Taxes of the Company and its Subsidiaries for any Tax period beginning after the Effective Time shall be for the account of Purchaser. The Seller Share of the amount of any such creditrefunds of Taxes of the Company and its Subsidiaries for any Straddle Period shall be equitably apportioned between Purchaser and Seller in accordance with the principles set forth in Section 10.3, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to except that no such refund or credit, within fifteen (15) calendar days after actual receipt of shall be apportioned to Seller to the extent any such refund or application (i) was included as a Working Capital Asset (as defined in the Class A Purchase Agreement) in the final determination of such credit against Taxes. To Effective Time Working Capital (as defined in the extent that Class A Purchase Agreement) in accordance with the Class A Purchase Agreement, (ii) results from the carryback of any expense creates a net operating loss in a Pre-loss, credit or other Tax attribute from any Tax period (or portion thereof) beginning after the Closing Tax Period Date or (iii) is of Seller Taxes that canare paid by Purchaser, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment any of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newcoits Affiliates, the Company or any of its Subsidiaries after the Sold Subsidiaries Closing that have not been indemnified by Seller pursuant to amend Section 12.2(b)(iii). 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 10.6 the amount of such Tax Return for refund within thirty (30) days after such Prerefund is received, net of any reasonable third-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of party costs or expenses incurred by such party or its Affiliates in procuring such refund.

Tax Refunds. Any refunds of Taxes with respect to the ATOM Facility or the Transferred Assets for any Pre-Closing Tax refunds Period (or the amount of any credit to the extent such credit is used to actually reduce the cash Taxes otherwise payable by Buyer for periods after the Closing Date (a “Pre-Closing Tax Refund”)) that are received by Buyer, the Company, Newco Buyer or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries its Affiliates shall be for the account of Seller. , and Buyer shall pay over to Seller any such refund received by Buyer Pre-Closing Tax Refund within 10 days after receipt thereof or entitlement thereto. For purposes of this Section 6.6, the following shall apply (i) for Tax refunds (or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, credit to the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of extent such credit against Taxes. To is used to actually reduce the extent that any expense creates a net operating loss in cash Taxes otherwise payable by Buyer for periods after the Closing Date received for a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate is a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Straddle Period, Buyerthe amount to be remitted by Buyer to Seller shall be determined as provided in Section 6.4 as applicable to such Taxes, at (ii) the sole expense of Seller, amount to be remitted by Buyer to Seller shall cause Newco, the Company or the Sold Subsidiaries be reduced by any reasonable expenses incurred by Buyer to amend obtain such Tax Return refund or credit (for the avoidance of doubt, for any such costs related to a Straddle Period, such expenses shall be split between Buyer and Seller on a proportionate basis based upon the amount of such Tax refunds or credits allocated to the Pre-Closing Tax Period as soon as reasonably practicable and the Post-Closing Tax Period) and (iii) if Buyer or any of its Affiliates are required by Law to return any such Tax refund or credit, Seller shall return to Buyer such Tax refund or credit, together with any associated interest, no later than 30 days after becoming aware of the availability Buyer provides written notice to Seller that return of such refundTax refund or credit is required by Law.

Tax Refunds. Any Buyer may, at its option, cause any member of the Company Group to elect, where permitted by applicable Law, to carry forward or carry back any Tax refunds attribute carryover that are would, absent such election, be carried back to a Pre-Closing Tax Period or Straddle Period. Buyer shall promptly notify Sellers' Representative of and pay (or cause to be paid) to Sellers' Representative on behalf of Sellers: (a) any refund of Taxes paid by any member of the Company Group for any Pre-Closing Tax Period actually received by such member of the Company Group; or (b) a portion of any refund of Taxes paid by any member of the Company Group for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 7.8 hereof) actually received by such member of the Company Group, in each case, net of any Tax liabilities or increase in Tax liabilities imposed on Buyer, or any member of the CompanyCompany Group (or any Affiliate) resulting from such refund; provided, Newco or however, that Sellers shall not be entitled to any refund to the Sold Subsidiaries, and any amounts credited against Taxes extent such refund relates to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a carryback of a Tax attribute from any period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over (or cause to Seller be paid) the amounts described in the second sentence of this Section 7.8 within thirty (30) days after the actual receipt of the Tax refund giving rise to Buyer's obligation to make payment hereunder with respect thereto. At the request of Sellers' Representative, Buyer shall reasonably cooperate with Sellers' Representative in obtaining any such refunds for which Sellers are entitled pursuant to this Section 7.8, including through the filing of amended Tax Returns or refund received claims as prepared by Buyer Sellers' Representative, at the expense of Sellers; provided, however, that any such amended Tax Return shall be prepared by Sellers' Representative, Sellers' Representative shall deliver or the amount cause to be delivered drafts of any such credit, net amended Tax Return to Buyer for its review prior to the time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of all expenses (including Taxes) imposed or incurred by Buyer, Newcowhich consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Buyer shall not be required to cooperate with Sellers' Representative in obtaining such refunds (or, notwithstanding anything to the Companycontrary contained herein, or consent to the Sold Subsidiaries with respect to filing of such amended Tax Return) if such refund could reasonably be expected to adversely affect Buyer, any member of the Company Group (or credit, within fifteen (15any Affiliate) calendar days after actual receipt of such refund in any Straddle Period or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a PrePost-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax refunds that are (or credits for overpayment) of Taxes, including any interest received by Buyerfrom a Governmental Entity thereon, the Company, Newco or the Sold Subsidiaries, and attributable to any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof Period of the Company, Newco Company or the Sold any of its Subsidiaries shall be for the account of Sellerthe Securityholders to the extent such Taxes were paid by the Company or any of its Subsidiaries, as applicable, prior to the Closing or actually reduced the Merger Consideration payable to the Securityholders under this Agreement or were paid by the Securityholders after the Closing pursuant to the indemnification provisions of this Agreement. Promptly upon any receipt by the Company or any of its Subsidiaries of any such refund (or credit for overpayment), Buyer shall pay over over, by wire transfer of immediately available funds, an amount equal to Seller any such refund received by Buyer (or the amount of any such credit), net including any interest received thereon, to the Paying Agent (for further distribution to the Securityholders) pursuant to the terms of all expenses this Agreement, with each such Securityholder being entitled to receive its Pro Rata Share of such amounts. Notwithstanding the foregoing, any Tax refunds (including Taxesor credits for overpayment) imposed payable to the Securityholders that are in the nature of compensation (including, for example, amounts paid to holders of Cancelled Options in respect of their Options or incurred by Buyer, Newco, Ungranted Options) shall be processed through the payroll system of the Company, the Surviving Company or any of their Subsidiaries or Affiliates, as applicable, and paid directly to such recipient (less any applicable withholding Taxes). Any amounts payable to the Sold Subsidiaries Securityholders pursuant to this Section 6.8(i) shall be reduced by the reasonable incremental third-party costs incurred by Buyer or any of its Affiliates in connection with respect to obtaining such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any Tax refunds that are received by Buyer, Buyer or the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco Buyer or the Sold Subsidiaries Company become entitled entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers and Buyer shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto to the extent such Tax refunds and amounts credited against Taxes have not been taken into account in computing the Net Book Value on the Closing Date. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax period by a taxing authority to Buyer or the Company of any amount accrued on the Balance Sheet in the Closing Financial Statements, Buyer shall pay such amount to the Sellers within fifteen (15) days of receipt or entitlement thereto to the extent such Tax refunds and amounts credited against Taxes have not been taken into account in computing the Net Book Value on the Closing Date. Buyer shall, if requested by Sellers (and at Sellers' expense), cause the Company to file for and obtain any refund or credit that would give rise to a payment under this Section 6.11(e). No such claim that would result in a refund to the Company shall be filed unless Buyer approves such claim, such approval not to be unreasonable withheld. So long as such refund claim has no Material Adverse Effect on any other Tax liability of the Company for periods ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over permit Sellers to Seller control the prosecution of any such refund received claim and shall cause the Company to authorize by Buyer appropriate power of attorney Xxxxxxx & Company or the amount of any such creditsome other person, net of all expenses (including Taxes) imposed or incurred by reasonably acceptable to Buyer, Newco, as Sellers shall designate to represent the Company, or the Sold Subsidiaries Company with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundclaim.

Tax Refunds. Any The Sellers shall be entitled to any federal, state, local or foreign income tax refunds of the Transferred Companies attributable to Taxes described in Section 11.1(a) (including, for the avoidance of doubt, Japanese consumption tax refunds if and when paid to Concurrent NC that are attributable to credits for taxes paid by Affiliates of Concurrent NC in connection with the Nippon Separation (but only if and to the extent such refunds do not reduce the Taxes for which Sellers are responsible pursuant to Section 11.1(a))) that are paid on or prior to the Closing Date or indemnified by Sellers, net of (x) any costs, expenses and Taxes incurred by Purchaser, the Transferred Companies or any of their Affiliates in obtaining such refund, and (y) any amounts then due from the Sellers to the Purchaser Indemnitees, except to the extent such Tax refunds that (i) are received by Buyerreflected as a Current Asset in Working Capital, as finally determined in accordance with the Companyterms of this Agreement, Newco or the Sold Subsidiaries(ii) are attributable to carrybacks of net operating losses or Tax credits from Tax periods, and any amounts credited against Taxes to which Buyeror portions thereof, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending beginning after the Closing Date, that relate . Purchaser shall be entitled to Pre-Closing all Tax Periods or portions thereof refunds of the CompanyTransferred Companies to which Sellers are not entitled under the preceding sentence. If Purchaser or any of the Transferred Companies, Newco on the one hand, or the Sold Subsidiaries shall be for Sellers, on the account other hand, receive any Tax refund to which the other party is entitled pursuant to this Section 11.7, the recipient of Seller. Buyer shall such Tax refund will promptly pay over to Seller any such refund received by Buyer or the amount of such Tax refund to the other party. In the event that any such creditTax refund is subsequently disallowed in whole or part by any Taxing Authority, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, Sellers shall indemnify the Company, or the Sold Subsidiaries Purchaser Indemnitees for any Losses with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundthereto.

Tax Refunds. Any (A) The Seller shall be entitled to any Tax refunds or credits (that result in an actual reduction in cash Taxes) that are received by Buyer, the Company, Newco Purchaser or the Sold Subsidiaries, and any amounts credited against Group Companies attributable to Taxes to which Buyer, paid by the Company, Newco Seller or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate Group Companies with respect to any Pre-Closing Tax Periods Period or portions thereof of any Taxes for which the CompanySeller has indemnified the Purchaser; provided, Newco that Sellers shall not be entitled to any such Tax refunds or credits to the Sold Subsidiaries extent that (i) such Tax refunds or credits are taking into account in calculating the Closing Payment Shares, (ii) such Tax refunds or credits result from a loss carry-back from a Post-Closing Tax Period, or (iii) such Tax refunds or credits are used by Purchaser to recover its right to indemnity pursuant to this Agreement. The Purchaser shall pay, or cause to be for the account of Seller. Buyer shall pay paid, over to the Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or any costs incurred by Buyer, Newco, the Company, Purchaser in obtaining such Tax refunds or the Sold Subsidiaries with respect to such refund or creditcredits, within fifteen five (155) calendar days Business Days after actual receipt of such refund or application actual realization of such credit against Taxes. To Purchaser and Seller will equitably apportion any Tax refunds or credits (including any interest received thereon) received or realized with respect to Taxes imposed on or with respect to any Group Company for a Straddle Period in a manner consistent with the principles set forth in Section 6.15(d). If any such Tax refund or credit in respect of which a party made a payment to the other party pursuant to this Section 6.15(e) is subsequently disallowed or reduced, such other party shall promptly repay the amount of such Tax refund or credit received, to the extent disallowed or reduced, to the party that made such payment, together with any expense creates interest, penalties or other charges imposed thereon by the applicable Taxing Authority. After the Closing, the Purchaser shall cause the Group Companies to continue to work in good faith and use commercially reasonable efforts to diligently prosecute any Tax refund claims in order to maximize and obtain any such Tax refunds or credits, provided that Purchaser shall not be required to prosecute any claims related to Tax refunds or credits if Purchaser reasonably determines it would increase the Tax Liabilities of a net operating loss Group Company in a PrePost-Closing Tax Period that canor otherwise result in any other material adverse Tax consequences to Purchaser, pursuant to applicable Tax lawany Group Company, be carried back to an earlier taxable period to generate a refund through the amendment or any of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.their Affiliates. 60

Tax Refunds. Any Tax refunds of Taxes previously paid by the Company or any of its Subsidiaries that are received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the end of the Closing Date) by Buyerthe Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company, Newco or the Sold Company and its Subsidiaries), and any amounts credited against Taxes any Tax to which Buyerthe Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company, Newco or the Sold Subsidiaries Company and its Subsidiaries) become entitled in a Tax period ending after the Closing Dateentitled, that relate to any Pre-Closing Tax Periods or portions thereof Period (including, for the avoidance of doubt and without limitation, any stamp tax and research and development credits and “employee retention credits” (as described in Section 2301 of the Company, Newco or the Sold Subsidiaries CARES Act) (“ERC”)) shall be for the account of the Seller. , and the Buyer shall pay over to Seller the Seller, as additional consideration payable under this Agreement, any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, credit within fifteen (15) calendar days after actual receipt or entitlement thereto. Following the Closing, the Buyer shall use its commercially reasonable efforts to obtain the ERC. The Buyer shall keep the Seller reasonably informed of any matters related to the ERC that may impact the Buyer’s or the Company’s or their respective Affiliates’ ability to obtain the ERC. Nothing in this Section 7.2 will require that the Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company and its Subsidiaries) make any payment with respect to any refund for, or credit against, a Tax (and such refunds or credits will be for the benefit of the Buyer and any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Company and its Subsidiaries)) that is with respect to any refund or application of such credit against Taxes. To Tax that is the extent that result of the carrying back of any expense creates a net operating loss or other Tax attribute or Tax credit incurred in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through or portion thereof that begins after the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax PeriodDate; provided, Buyerhowever, at that in the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.event

Tax Refunds. Any During the Indemnification Period, any refund of Taxes (or any credit against future Taxes in lieu of a refund) relating to the Company (a “Tax refunds Refund”) that are received by is attributable to a taxable period which ends on or before the Closing Date (other than any such amount that is attributable to the carryback from a Post-Closing Tax Period (including the portion of a Straddle Period that begins on the date after the Closing Date) of Tax items of the Company) shall be credited to the Sellers. The Buyer shall be entitled to all other Tax Refunds relating to the Company; provided, however, that, during the Indemnification Period, Tax Refunds attributable to Straddle Periods shall be calculated and allocated between the parties in a manner consistent with the provisions of Section 11.2. The Buyer, on the one hand, and the Sellers, on the other hand, shall promptly pay (or cause to be paid) to the other party any Tax Refund or portion thereof, and the relevant portion of any interest, actually received to the extent that such other party is entitled under this Section 11.8 to such Tax Refund or portion thereof and, if applicable, interest; provided, however, that any such payment shall be net of any Tax cost to the payor party attributable to the receipt of such Tax Refund (or related interest) and/or the payment of such amounts to the payee party. In connection with the foregoing, during the Indemnification Period, the Buyer, at the Sellers’ sole expense, shall promptly comply, or shall cause the Company or applicable Affiliate to promptly comply, with the written request of the Sellers’ Representative to claim a Tax Refund, or file an amended Tax Return claiming a Tax Refund, with respect to a taxable period ending on or before the Closing Date or a Straddle Period, unless (i) the amount of such Tax Refund would be less than $25,000, or (ii) the Buyer reasonably determines that claiming such Tax Refund would not be supported by applicable Law or would result in any adverse Tax consequences to the Buyer or any Affiliate thereof (including the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled ) in a Tax taxable period ending after the Closing Date, that relate to Pre-Closing Date (which adverse Tax Periods or portions thereof of consequences shall include the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount reduction of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in or other Tax asset). If, subsequent to a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment Taxing Authority’s allowance of a non-Seller Group Tax Return for a Pre-Closing Refund, such Taxing Authority reduces or eliminates such Tax PeriodRefund, Buyer, at the sole expense of Seller, shall cause Newco, the Company such Tax Refund or the Sold Subsidiaries relevant portion thereof, plus any interest received thereon, previously forwarded or reimbursed under this Section 11.8 shall be returned, promptly upon request and regardless of whether the Indemnification Period has ended, to amend the party which had previously forwarded or reimbursed such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundamount.

Tax Refunds. Any Tax The Purchaser shall pay to the Seller (a) all refunds that are or credits of Taxes (including any interest in respect thereof) received by Buyer, the Company, Newco Purchaser or the Sold Subsidiaries, Company after the Closing Date and attributable to Taxes paid by the Company with respect to a Pre-Closing Period and (b) a portion of all refunds or credits of Taxes (including any amounts credited against Taxes to which Buyer, interest in respect thereof) received by the Company, Newco Purchaser or the Sold Subsidiaries become entitled Company after the Closing Date and attributable to Taxes paid by the Company with respect to any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 6.3(c)), in each case, net of any Taxes imposed on the portion of such refund treated as interest income arising in a Post-Closing Period; provided, however, that the Seller shall not be entitled to any refund attributable to a carryback to a Pre-Closing Period or Straddle Period of a Tax attribute of the Company that arises in a period ending or portion thereof beginning after the Closing Date, that relate . Any such refunds or credits required to Pre-Closing Tax Periods or portions thereof be paid by the Purchaser to the Seller shall be paid within five (5) Business 52 Days of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount receipt of any such credit, net of all expenses (including Taxes) imposed refunds or incurred credits by Buyer, NewcoPurchaser, the Company, or any of their Affiliates. Upon Seller's reasonable request, the Sold Subsidiaries Purchaser shall cooperate with respect the Seller to amend any Tax Return of the Company relating to a Pre-Closing Period (including in the preparation and filing of such amended Tax Return) if such amendment would entitle the Seller to a refund or credit, within fifteen credit for such Pre-Closing Period (15and the Seller shall reimburse Purchaser for any reasonable out-of-pocket expenses incurred by Purchaser or its Affiliates in connection with the Purchaser's (or its Affiliates') calendar days after actual receipt cooperation in the preparation and filing of such refund or application Tax Return); provided, however, that (i) any such amended Tax Return must be prepared and filed in accordance with applicable law, (ii) Seller shall submit a draft of any amended Tax Return to be filed by the Company on a stand-alone basis to the Purchaser for its review at least five (5) Business Days prior to the filing of such credit against Taxesamended Tax Return, and (iii) such amendment shall not have any adverse effect upon any Taxes or Tax Returns of the Purchaser or any of its Affiliates (including the Company) for any taxable period for which the Seller is not required to indemnify the Purchaser pursuant to this Agreement. To Notwithstanding the extent preceding sentence, the Purchaser agrees to cooperate with Seller (and shall cause its Affiliates (including the Company) to cooperate with Seller) in the event that Seller elects to pursue a redetermination of New York State franchise and/or income Taxes of the Company for any expense creates a net operating loss in a Pre-Closing Tax Period on a combined unitary basis with the Seller and certain of its Affiliates, and Purchaser acknowledges that can, pursuant to applicable Tax law, be carried back to such redetermination will not have an earlier taxable period to generate adverse effect on Purchaser or its Affiliates (including the Company) in a refund through the amendment of a non-Seller Group Tax Return for a PrePost-Closing Tax Period, Buyer, at . The Seller shall keep the sole expense Purchaser reasonably informed of Seller, developments with respect to any such pursuit of a redetermination; provided that nothing herein shall cause Newco, require the Company or Seller to provide the Sold Subsidiaries to amend such Purchaser with copies of Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware Returns of the availability Seller or any affiliated, combined or unitary group of which Seller or any of its Affiliates are a member, even if such refundcombined, affiliated or unitary group includes the Company. For purposes of this Section 6.4, a credit shall be treated as having been received not prior to the time such credit has been applied to reduce Taxes that would otherwise have been required to be paid.

Tax Refunds. Any Tax refunds that are refund (including any interest in respect thereof) received by Buyer, the Company, Newco Company (or the Sold Subsidiaries, any Affiliate thereof) and any amounts of overpayments of Tax credited against Taxes Tax that the Company (or any Affiliate thereof) otherwise would be or would have been required to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, pay that relate to Preany taxable period of ACT-Closing Tax Periods UK and ACT-Thailand or portions thereof any of the Company, Newco or the Sold their Subsidiaries shall be for the account of Seller. Buyer Purchaser, and the Company shall pay over to Seller Purchaser any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, credit within fifteen (15) calendar days after actual receipt or entitlement thereto. The Company shall pay Purchaser interest at the rate prescribed under Section 6621(a)(1) of such refund the Code, compounded daily, on any amount not paid when due under this Section. Notwithstanding anything to the contrary set forth in this Section 8.8, the Sellers shall be entitled to keep for their own account (without any payment to Purchaser or application of such credit against Taxes. To the Purchased Entities) any and all U.S. Tax refunds, Tax prepayments, overpayments, credits and the like in each case to the extent that any expense creates a net operating loss such U.S. Tax refunds, Tax prepayments, overpayments, credits and the like relate to the U.S. state and federal Tax returns of the Sellers and their consolidated group, including but not limited to, that certain refund for U.S. Taxes of approximately $4,800,000.00 with respect to the Company, and the Sellers may do all acts and things necessary or desirable to obtain such refund. It is understood and agreed that in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, event the Company or elects to exercise the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware Acquired Assets Exclusion Right, then each of the availability foregoing covenants of such refundthe Sellers need not be performed by the Sellers to the extent that they relate to the Acquired Assets.

Tax Refunds. Any Following the Closing Date, any cash Tax refunds that are received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the end of the Closing Date) by Buyer, the Company, Newco Buyer or the Sold Subsidiaries, any of its Affiliates and any amounts credited against Taxes any Tax to which BuyerBuyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the CompanyAcquired Companies) that relate to any Pre-Closing Tax Period (including the portion of any Straddle Period ending on the end of the Closing Date) with respect to the Acquired Companies (together, Newco “Tax Refunds”) shall be for the account of Seller, in such manner where any Tax Refunds shall reduce and be counted against the liability of the Seller under Section 7.5 or 5.22 in connection with any indemnifiable Losses of Buyer pursuant to Section 8.2; existing at the Sold Subsidiaries become entitled time of Buyer or its Affiliates’ receipt of such refund and any balance of such Tax Refund received by Buyer and/or its Affiliates shall be paid to Seller within five (5) days following the lapse of the 2nd annual tax period from the Closing; provided further, that to the extent that any Tax included in the calculation of the final Net Working Capital exceeds the amount reflected for such Tax on a Tax Return such excess, shall be treated as a Tax Refund for purposes of this Section 7.5(e) received by an Acquired Company on the date such Tax Return is filed. At Seller’s written request, Buyer shall timely and properly prepare, or cause to be prepared, and file, or cause to be filed, any claim for refund, amended Tax Return, or other Tax Return required to obtain any available Tax Refunds from any Pre-Closing Tax Period. In connection with the foregoing, Buyer and Seller agree that the Acquired Companies shall, to the fullest extent permitted by Law using any available short-form or accelerated procedures, (i) claim any item of deduction with respect to any Transaction Deduction on Tax Returns of the Acquired Companies for any Pre-Closing Tax Period and (ii) to the extent any such deductions are required to be claimed with respect to any taxable period ending after the Closing Date, that relate elect to Pre-Closing carry back such deductions to prior taxable years and obtain any Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundRefunds related thereto.

Tax Refunds. Any Tax refunds that are received by BuyerSubject to the limitations herein, the Company, Newco or Sellers shall be entitled to the Sold Subsidiaries, and net amount of any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof Refund. Within ten (10) days of the Companyactual receipt in cash of any such Pre-Closing Tax Refund, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over or cause to Seller be paid, by wire transfer of immediately available funds, to the Sellers Representative (on behalf of, and for further distribution to, the Sellers), any such refund received Pre-Closing Tax Refunds, reduced by Buyer or the amount of (but not less than zero) (A) any such credit, net of all expenses out-of-pocket costs (including Taxes) imposed or incurred by Buyerin connection with the claim of, Newco, the Companyreceipt, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt payment over of such refund Pre-Closing Tax Refunds (B) any unreimbursed losses, expenses, or application Taxes of such credit against Taxes. To the extent that Buyer (or any expense creates a net operating loss in a of its Affiliates) or the Company or any Company Subsidiary arising out of or attributable to income, franchise, margin or similar Taxes of the Company or any Company Subsidiary for any Pre-Closing Tax Period that cannot already reflected as a component in the final calculation of Company Debt, pursuant Net Working Capital and Selling Expenses; provided, however, that, for the avoidance of doubt, Buyer shall use commercially reasonable efforts to first recover such losses, expenses and Taxes under the R&W Insurance Policy, and (C) as contemplated by Section 11.1(h), the applicable employer portion of payroll taxes related to any amounts to be paid to Optionholders. Notwithstanding the foregoing or anything to the contrary hereunder, the Buyer and its Affiliates (including, following the Closing, the Company) shall not be required to carryback any losses or other Tax lawattributes resulting from the Transaction Tax Deductions; and, be in the event such a loss or other Tax attribute associated with the Transaction Tax Deductions is carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return refunds shall be for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware the benefit of the availability Buyer and shall not be payable to the Sellers' Representative (for the benefit of such refundthe Sellers) hereunder. The obligations set forth in this Section 7.12(g) shall terminate on the date that is three (3) years following the Closing Date.

Tax Refunds. Any Tax refunds that are received by BuyerExcept to the extent any such amount is included as a current asset in the calculation of Closing Net Working Capital, as finally determined pursuant to Section 2.13, the CompanyHolders shall be entitled to receive, Newco in accordance with their Pro Rata Portions, all refunds (or the Sold Subsidiaries, and any amounts credited against credits for overpayments) of Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate with respect to Pre-Closing Tax Periods or portions thereof of the Company, Newco Company or its Subsidiaries (provided that with respect to any Straddle Period the Sold Subsidiaries refund (or credit for overpayment) shall be for the account calculated consistent with Section 6.3). Promptly upon receipt or realization of Seller. Buyer shall pay over to Seller any such refund received (or credits for overpayments), the Buyer shall, at the Holders’ expense, cause the Surviving Corporation to pay over by wire transfer of immediately available funds, such refunds or credits to the Paying Agent (for distribution to the Stockholders) and the Surviving Corporation or its applicable Subsidiary (for distribution to holders of the Vested Options), net of any Tax or other out-of-pocket cost to the Buyer Parties resulting from the receipt and distribution of such refund, for distribution by the Paying Agent and the Surviving Corporation or its applicable Subsidiary to the amount Holders in accordance with their respective Pro Rata Portions. Upon reasonable request from the Seller Representative and unless otherwise required by applicable Law, the Buyer shall cause the Surviving Corporation or its Subsidiaries to file an amended Tax Return in order to obtain a Tax refund (or credits for overpayment) that the Holders are entitled to pursuant to this Section 6.7, and the Buyer shall permit the Seller Representative to participate in the prosecution of any such creditrefund claim, net provided, in each case, that the foregoing actions would not have an adverse effect on any of all the Buyer Parties (as determined in the Buyer’s reasonable discretion) and provided further that the Holders shall be responsible for any costs, expenses (including Taxes) imposed or Taxes incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability Buyer Parties as a result of taking any of the foregoing actions, and the Seller Representative shall reimburse the relevant Buyer Party for any such refundcosts, expenses or Taxes by prompt payment as and when notified of the amount owed by the relevant Buyer Party.

Tax Refunds. Any Tax refunds that are received refund, credit or similar benefit (including any interest paid or credited by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes a Governmental Authority with respect thereto) relating to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period or portions thereof a portion of a Straddle Period ending on or before the Company, Newco or the Sold Subsidiaries Closing Date (a “Tax Refund”) shall be for the account sole benefit of Sellerthe Pre-Closing Holders. Buyer To the extent that Newco or any of its Affiliates (including the Company or any of its Subsidiaries) receives or utilizes any Tax Refund, within ten (10) days of receipt of such Tax Refund or the filing of any Tax Return utilizing such Tax Refund (in the form of a credit or offset to Taxes otherwise payable), as the case may be, (x) Newco shall promptly pay over or cause its applicable Subsidiaries to Seller pay, through payroll to each Pre-Closing Holder of Vested Options, subject to any such refund received by Buyer or applicable withholding, an amount equal to the product of (A) the amount of any such credit, Tax Refund net of all any incremental Taxes payable by the Company or any Subsidiary as a result of the receipt thereof and net of any other expenses (including Taxes) imposed or incurred by Buyer, that Newco, the Company, or the Sold Subsidiaries any Subsidiary or any of their Affiliates incur (or has or will incur) with respect to such refund or creditTax Refund (and related interest), within fifteen and (15B) calendar days after actual receipt such Pre-Closing Holder’s Option Pro-Rata Share over the sum of such refund or application of such credit against Taxes. To all Pre-Closing Holders’ Option Pro-Rata Shares, provided, that to the extent any amounts under this clause (x) would be payable after the fifth (5th) anniversary of the Closing, no Pre-Closing Holder of Vested Options shall have any legally binding right to such amounts and the Company shall have the sole discretion to determine whether to pay any such amounts to any Pre-Closing Holder of Vested Options and the time(s) and terms and conditions of any such payments, and (y) Newco shall pay or cause to be paid to the Exchange Agent (for further delivery to each Pre-Closing Holder based on such Pre-Closing Holder’s Fully-Diluted Percentage in respect of its shares of Company Stock) the excess of (i) the amount described in the foregoing clause (x)(A), less (ii) the aggregate amount payable to Pre-Closing Holders of Vested Options pursuant to clause (x) above (disregarding any reduction of the amount payable to Pre-Closing Holders of Vested Options resulting from the operation of the proviso to such clause). The parties hereto agree that Tax Refunds for any expense creates taxable period beginning on or before the Closing Date and ending after the Closing Date shall be allocated using the methodologies set forth in Section 8.6(c). Newco and its Affiliates shall, and shall cause the Company or any of its Subsidiaries to, promptly take all actions (including those actions reasonably requested by the Holder Representative) to file for and obtain any Tax Refund. Newco shall, upon request, permit the Holder Representative to participate in the prosecution of any proceedings relating to a Tax Refund claim and shall not settle or otherwise resolve any such proceeding without the prior written consent of the Holder Representative. Nothing in this Section 8.6(g) shall require that Newco make any payment with respect to any refund for a Tax (and such refunds shall be for the benefit of Newco, the Company, and its Subsidiaries) to the extent it is (i) a refund of Tax that is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit incurred in a PrePost-Closing Tax Period (or portion of any Straddle Period beginning after the Closing Date), (ii) any refund for Tax that canis reflected as a Current Asset (or offset to a Current Liability) in the Net Working Capital, pursuant as finally determined, or (iii) any refund for Tax that gives rise to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a noncorresponding dollar-Seller Group Tax Return for a Prefor-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, dollar payment obligation by the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware any Subsidiary of the availability Company to any Person under applicable Law or pursuant to a provision of a contract or other agreement entered (or assumed) by the Company (or any Subsidiary of the Company) on or prior to the Closing Date, but only if such refundpayment obligation is not indemnifiable under this Agreement and was not reflected as a Current Liability (or offset to a Current Asset) in Net Working Capital, as finally determined.

Tax Refunds. Any Subject to the provisions of this Section 7.5 regarding Covered Other Tax Refunds (as defined below) and the final sentence of this Section 7.5, any Other Tax refunds relating to the Company for taxable periods ending on or prior to the Effective Time shall belong to Prudential, and GDC shall and shall cause its Subsidiaries to pay to Prudential any such refunds received. If Prudential or BHC or BHC's other shareholders receive, directly or indirectly, any Other Tax refund relating to the Company for such taxable periods and the Other Tax liability to which such refund relates was included as a cost in a cost-reimbursement or fixed-price incentive (cost- redeterminable) Government Contract or Government Subcontract (a "Covered Other Tax Refund"), then Prudential will cooperate with GDC to determine the appropriate portion of such Covered Other Tax Refund due to any Governmental Entity as if GDC or BIWA had pursued and obtained an identical Other Tax refund. Once the appropriate portion due any Governmental Entity is determined, Prudential will promptly remit to GDC or BIWA such amount to be paid to such Governmental Entity in an appropriate manner to be reasonably determined by GDC; PROVIDED, HOWEVER, that GDC promptly remits such amount to the Governmental Entity, either by payment or otherwise, including but not limited to indirect payments such as reductions in moneys or other payments due to GDC or BIWA by the Governmental Entity; and PROVIDED FURTHER, that GDC shall return to Prudential any amounts not so remitted. If GDC or BIWA is liable for any Other Taxes (net of any Tax benefit to GDC in making payment to the Governmental Entity) as a result of such reimbursement by Prudential, Prudential will also pay to GDC such additional amounts required to pay such Taxes. Notwithstanding the above, if GDC or BIWA and, if the Stock Sale shall occur, the Company pays, directly or indirectly, any Other Taxes with respect to any taxable period ending on or before the Effective Time, and such Other Taxes are received by Buyerlater refunded, then to the extent that GDC and BIWA have not been indemnified for such Other Taxes, GDC and BIWA (and, if the Stock Sale shall occur, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes ) will be entitled to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.

Tax Refunds. Any (a) Except as provided in Section 7.9(b), any refunds of or credits against Taxes (including any interest paid or credited with respect thereto) with respect to any Pre-Closing Tax refunds Period (or the pre-Closing portion of a Straddle Period) that are received by BuyerParent, the Purchaser, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco Company Subsidiary or the Sold Subsidiaries become entitled in a Tax period ending any of their respective Affiliates after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of the Seller. Buyer , and the Purchaser shall pay over to the Seller any such refund received by Buyer or the amount of any such creditTax refund or credit within thirty (30) days after receipt thereof. The Purchaser shall cooperate with the Seller in obtaining such Tax refunds and credits, net it being understood that (i) the Transaction Tax Deductions shall be reported on the U.S. federal income Tax Return of all expenses the Company for the taxable year of the Company ending on the Closing Date (including TaxesA) imposed or incurred by Buyerto the extent that such amounts are more likely than not deductible on such Tax Return for such taxable year, Newcoand (B) provided that the Company shall make the election to treat seventy percent (70%) of the amount of any Transaction Tax Deductions that are success-based fees as an amount that does not facilitate the transaction pursuant to the safe harbor in IRS Revenue Procedure 2011-29, (ii) any such amounts shall, to the extent possible, be claimed in cash rather than as a credit against future Tax liabilities, (iii) the Purchaser, the Company, or and any Company Subsidiary shall cooperate with the Sold Subsidiaries with respect to Seller in obtaining such refund or creditTax refunds and credits, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that including promptly preparing and filing Tax Returns for any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through (or the amendment pre-Closing portion of a Straddle Period) and carrying back, to the extent permitted by applicable Law, any net operating loss attributable to the Transaction Tax Deductions (including filing IRS Form 1139, or any successor form, and any comparable state, local or non-Seller Group Tax Return for U.S. forms), (iv) after the Closing, the Purchaser shall not, and shall not permit the Company or any Company Subsidiary to, waive the carryback of any net operating loss that was generated in a Pre-Closing Tax Period, Buyer, at and (v) any Tax credit shall be deemed received by the sole expense of Seller, shall cause NewcoPurchaser, the Company or the Sold Subsidiaries to amend such applicable Company Subsidiary on the date of the filing of the Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundapplicable tax period.

Tax Refunds. Any The Buyer shall pay or shall cause each Company to pay to the Sellers (for the account of the Sellers) the amount of all Tax refunds that are received by Buyerpaid to such Company for all Pre‑Closing Tax Periods, the Companynet of any out-of-pocket costs and Taxes attributable to receiving, Newco attempting to receive, retaining, or attempting to retain such refund (a “Pre‑Closing Tax Refund”), within ten (10) days after such Company receives such refund; provided, however, that in no event shall this Section 8.1(d) require that Buyer or the Sold Subsidiaries, Acquired Group make any payment of any Pre‑Closing Tax Refund (and such Pre‑Closing Tax Refund shall be for the benefit of Purchaser) (i) that is the result of the carrying back to a Pre‑Closing Tax Period of any amounts credited against Taxes to which Buyer, the Company, Newco net operating loss or the Sold Subsidiaries become entitled other Tax attribute or Tax credit arising in a Post‑Closing Tax period ending Period, (ii) that results from the payment of Taxes with respect to a Pre‑Closing Tax Period made on or after the Closing Date, that relate Date to Pre-Closing Tax Periods the extent (X) Buyer was not indemnified or portions thereof otherwise reimbursed for such Taxes or (Y) such Taxes were not taken into account in the calculation of the CompanyNet Cash Purchase Price, Newco as finally determined, or (iii) that gives rise to a payment obligation by Buyer or the Sold Subsidiaries Acquired Group to any Person under applicable Laws or pursuant to a provision of a contract or other agreement entered into (or assumed) prior to the Closing. Further, all Tax refunds not described in the previous sentence shall be for the account of Sellerthe applicable Company (and not for the account of the Sellers). Buyer Refunds for Straddle Periods shall pay over be computed and apportioned in a manner consistent with Section 8.1(a). In the event that any portion of any amount paid pursuant to Seller any such refund received by Buyer this Section 8.1(d) to the Sellers or the amount Sellers’ Representative on their behalf shall subsequently be challenged successfully by any Taxing Authority, the Sellers shall repay to the Buyer their applicable Allocable Share of any such credit, net portion. At the reasonable request of all expenses (including Taxes) imposed or incurred by Buyer, Newcothe Sellers’ Representative, the Company, or the Sold Subsidiaries Buyer shall file any Tax Returns necessary to obtain refunds in accordance with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundthis Section 8.1(d).

Tax Refunds. Any The Buyer and the Company shall (and shall cause the other Target Companies to) file such amendments to Tax refunds that are received by BuyerReturns and make such claims for refunds, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to for Pre-Closing Tax Periods or portions thereof as the Sellers’ Representative may from time-to-time request, at the cost and expense of the Company, Newco Sellers (in accordance with their respective Pro Rata Shares). Any Tax refunds (and interest thereon) that are received by the Buyer or the Sold Subsidiaries Target Companies, and any credits that actually reduce the Target Companies’ cash Tax liability, that relate to any Pre-Closing Tax Period (each, a “Tax Refund”) shall be for the account of Sellerthe Sellers and shall be paid as provided below in this Section 11.06. Buyer shall pay over To the extent an accrual or reserve for a Tax included in Net Book Value (as finally determined pursuant to Seller any such refund received by Buyer or Section 2.05) exceeds the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries Taxes actually paid with respect to such refund item, the excess shall be treated as a Tax Refund for the benefit of the Sellers under this Section 11.06. Within ten (10) days of the date on which the Buyer or creditany Target Company receives a Tax Refund, the Buyer shall pay, or cause to be paid, such Tax Refund to the Sellers’ Representative (for further payment to the Sellers as provided below). Promptly, and in any event within fifteen two (152) calendar days Business Days, subject to Section 13.02, after actual receipt of such refund or application any Tax Refund, the Sellers’ Representative shall pay each Seller an amount equal to the product of such credit against Taxes. To Seller’s Pro Rata Share and the extent amount of the Tax Refund; provided, however, that in the event any expense creates a net operating loss Target Company is required to withhold any portion of the Tax Refund under applicable Law in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through connection with the amendment sale of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newcooptions, the Company or Sellers’ Representative will withhold such amount from the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware portion of the availability Tax Refund otherwise payable to the Sellers in respect of their options and pay the same to the applicable Target Company, which shall in turn remit such refundamount to the appropriate Governmental Authorities as required by applicable Law.

Tax Refunds. Any refunds of Taxes or credits against Tax in lieu of refunds that are (including any interest in respect thereof) actually received by BuyerParent, the Company, Newco the Surviving Corporation or the Sold Subsidiariesany of their Affiliates, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received (including by Buyer or the amount way of any such creditamended Tax Return), net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in Acquired Company for a Pre-Closing Tax Period that canshall be for the benefit of the Equityholders, pursuant except to applicable Tax law, be carried back to an earlier taxable period to generate a the extent such refund through or credit arises as the amendment result of a non-Seller Group carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit was reflected in the calculation of Closing Working Capital, net of all reasonable out of pocket costs and expenses and, except with respect to any such refund or credit attributable to MBP Payments deducted on a Tax Return for a Pre-Closing Tax Period, Buyerany Tax costs of Parent or its Affiliates (provided, that the reduction of a Tax attribute described in Section 10.03(g)(A) or (B) shall not be considered such a Tax cost) imposed on or with respect to the receipt or payment of such refund or credit. Parent shall pay to the Payment Agent (for further distribution to the Equityholders) any amount to which the Equityholders are entitled pursuant to the preceding sentence within five (5) Business Days after receipt to be distributed among the Equityholders by the Payment Agent in accordance with each Equityholder’s Pro Rata Share of such refund or credit; provided, that with respect to any amounts distributed to a Company Optionholder, Parent shall cooperate in processing such payment. Parent, the Company, the Surviving Corporation and their Affiliates shall, if the Equityholder Representative so requests, cause the Company, the Surviving Corporation or any of its Subsidiaries, at the sole expense of Sellerthe Equityholders, shall cause Newcoto use commercially reasonable efforts to obtain any Tax refund or credit to which the Company Stockholders would be entitled under this Section 7.07. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax authority, the Company Equityholders shall promptly repay the amount of such refund or the Sold Subsidiaries to amend credit, together with any interest, penalties or other additional amounts imposed by such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundauthority, to Parent.

Tax Refunds. Any Tax refunds that are received by Buyer, refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the Company, Newco case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Sold SubsidiariesBusiness (each, and any amounts credited against Taxes a “Tax Asset”) attributable to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods Period (other than any such refund or portions thereof credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the Companycase may be, Newco or the Sold Subsidiaries attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Buyer Purchaser shall pay over and shall cause its Affiliates to pay, to Seller any such refund received by Buyer or the amount of any such creditthe Tax Asset, net of all any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within seven (7) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including Taxes) imposed or incurred by Buyeramended Tax Returns), Newco, the Company, or the Sold Subsidiaries with respect take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss perfect their rights in a Pre-Closing and obtain all Tax Period that can, Assets for which Seller is entitled pursuant to applicable this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax lawAsset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be carried back entitled to an earlier taxable period to generate a refund through the amendment any refunds (including any interest received thereon) in respect of a non-Seller Group any federal, state, local or foreign Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware liability of the availability Transferred Entities or in respect of such refundthe Business received following the Closing Date.

Tax Refunds. Any Tax refunds or amounts credited against Tax that are received or realized by Buyer, the Company, Newco Company or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold of its Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to for any Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries Period shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent Fully Diluted Common Holders; it being understood that any expense creates a net operating loss generated in a any Pre-Closing Tax Period that canis applied in or in respect of a taxable period beginning after the Closing Date shall not constitute a Tax refund or credit against Tax that is for the account of the Fully Diluted Common Holders. Buyer shall cause the Company to pay any such Tax refund or the value of such credit against Tax received or realized after the Closing Date to the Paying Agent (for payment to the Fully Diluted Common Holders) no later than ten (10) Business Days after receipt thereof); provided, that Buyer shall cause any such amounts attributable to Persons holding Company Stock Option or a Company RSU immediately prior to the Merger to be paid through the Company’s payroll system (with reduction for any applicable withholding required by applicable Law). Notwithstanding the foregoing, (x) if any Tax refund or credit against Tax giving rise to any payment to the Paying Agent (for payment to the Fully Diluted Common Holders) is subsequently disallowed or reduced, the Fully Diluted Common Holders shall indemnify and hold harmless (solely from the Indemnity Escrow Account or pursuant to applicable the set-off provision in Section 2.10(c)) the Buyer Indemnified Parties from and against any Tax lawto them that is attributable to such disallowance or reduction in accordance with Article XI, and (y) no such Tax refund or credit against Tax shall be paid to the Paying Agent (for payment to the Fully Diluted Common Holders) during the pendency of any Tax Contest to the extent of any potential Tax Claim. The Buyer Indemnified Parties shall be, upon final resolution of such Tax Claim, be carried back entitled to an earlier taxable period to generate set-off the Tax refund or credit against Tax against all or a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware portion of the availability of such refundTax Claim.

Tax Refunds. Any Tax The amount of any refunds that are received by Buyer, of Taxes of any CCG Entity for which Seller is responsible pursuant to Section 10.2(b) (other than to the Company, Newco or extent such refund results from the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in carryback of a Tax period ending after the Closing Date, that relate attribute of any CCG Entity relating to Prea Post-Closing Tax Periods or portions thereof of Period and other than any such refunds reflected on the Company, Newco or the Sold Subsidiaries Closing Statement as finally determined) shall be for the account of Sellerthe Seller to the extent provided in this Section 6.8(f). Buyer All other refunds of Taxes of any CCG Entity shall pay over be for the account of the Purchaser. The amount of any refund of Taxes of any CCG Entity for any Straddle Period shall be equitably apportioned between the Purchaser and the Seller in accordance with the principles set forth in Section 6.8(b)(iv). Each party shall forward, and shall cause its Affiliates to Seller any such forward, to the party entitled to receive a refund received by Buyer or of Tax pursuant to this Section 6.8(f) the amount of any such creditrefund within thirty (30) days after such refund is received, net of all any costs or expenses (including Taxes) imposed or any Taxes incurred by Buyersuch party or its Affiliates in procuring such refund. The Purchaser shall make and shall cause the CCG Entities to make elections under Section 172(b)(3) and other relevant provisions of the Code, Newcoand under any comparable provision of any state, local or foreign tax law in any state, locality or foreign jurisdiction in which the CompanyCCG Entities are included in a Seller Consolidated Return, or to relinquish the Sold Subsidiaries entire carryback period with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss loss, capital loss, or tax credit of the CCG Entities in any Tax period beginning after the Closing Date that could be carried back to a Pre-Closing Tax Period period of the CCG Entities; provided, however, that with respect to any such item for which an election can, pursuant to not be made under applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause NewcoLaw, the Company Purchaser shall be entitled to receive (and the Seller shall be required to pay to the Seller) the Tax refund received or the Sold Subsidiaries to amend Tax benefit that results from such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refundcarryback.

Tax Refunds. Any Except to the extent taken in to account in determining Closing Date Net Working Capital (as finally determined in accordance with Section 3.5(b)) and for so long as the Company Equityholders have any obligation to indemnify the Parent Indemnified Parties pursuant to Section 12.2(a), any Tax refunds that are refund (including any interest received in respect thereof) received or applied for by Buyerany of Parent, the Company, Newco Surviving Corporation or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold its Subsidiaries shall be for the account of Sellerthe Company Equityholders to the extent such Tax refund (i) results from the application of any Transaction Tax Deductions, (ii) is a refund of non-Income Taxes, or (iii) is a refund of Income Taxes not attributable to Transaction Tax Deductions or Compensation Costs. Buyer Except as otherwise requested by the Holder Representative, Parent, the Surviving Corporation and its Affiliates, as applicable, shall elect to receive any such Tax refund as a cash payment and not as an offset to any liability for Taxes. For the avoidance of doubt, all other Tax refunds shall be for the account of the Parent. In determining the Tax refunds attributable to Tax deductions in this Section 8.2(e), Tax refunds shall be treated as attributable to Compensation Costs first, Transaction Tax Deductions second, and any other Tax deductions third. Parent shall pay over to Seller the Holder Representative (for distribution to the Company Equityholders in the same manner as set forth in the last sentence of Section 11.2 with respect to Holder Allocable Expenses) any such refund received by Buyer or that the amount of any such credit, net of all expenses (including TaxesCompany Equityholders are entitled to pursuant to this Section 8.2(e) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual the Surviving Corporation or any of its Subsidiaries’ receipt or entitlement thereto, net of any expenses incurred by Parent, the Surviving Corporation or any of its Subsidiaries in seeking or securing such refund refund; provided, however, that such refunds shall not include any refunds or application amounts attributable to the carryback of such credit against Taxes. To the extent that any expense creates a credit, net operating loss, capital loss deduction or other similar Tax attribute arising in a PrePost-Closing Tax Period that can, pursuant beginning after the Closing Date. With respect to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a any Pre-Closing Tax Period, Buyerupon the Holder Representative’s reasonable request, at the sole expense of SellerParent shall, or shall cause Newcoits relevant Affiliate to, the Company or the Sold Subsidiaries initiate a claim for a refund of Taxes that relate to amend such Tax Return for such any Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability Company or any of its Subsidiaries; and provided further, that Holder Representative shall advance to Parent all out-of-pocket costs to be incurred in connection with making the claim for refund. Any such refundrefund claim (including any amended Tax Return) shall be subject to the review, comment and filing procedures set forth in Section 8.2(c).