Common use of Tax Refunds Clause in Contracts

Tax Refunds. Without duplication of any refunds taken into account in the calculation of the Aggregate Purchase Price, all refunds of Taxes of the Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, that are received by the Purchaser, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaser, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refund.

Tax Refunds. Without duplication Sellers shall be entitled to any Tax Refund resulting from any Final Determination regarding Taxes of or with respect to the Millennium Inorganic Companies for any refunds taken into account Pre-Closing Tax Period (except to the extent such Taxes have been actually borne by Buyer or its Affiliates, by inclusion in the calculation determination of Net Working Capital, by VAT Accruals, or otherwise). After the Aggregate Purchase PriceClosing Date, all refunds of Taxes of the Company and its Subsidiaries shown on the if any such Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, that are Refund is received by the PurchaserMillennium Inorganic Companies, Buyer or any of its Subsidiaries or Affiliates, Buyer shall forward any such Tax Refund to Sellers (including any interest actually received) within ten days after receipt thereof. Buyer shall pay Sellers interest at the Company rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due in accordance with the foregoing sentence. Buyer shall be entitled to any Tax Refund resulting from any Final Determination regarding Taxes of or a Subsidiary with respect to the Millennium Inorganic Companies for any Post-Closing Tax Period (except to the extent such Taxes have been actually borne by Sellers or their Affiliates). After the Closing Date, if any such Tax Refund is received by Sellers or any of their Affiliates following 12:01 a.m. Eastern Time respective Subsidiaries or Affiliates, Sellers shall forward any such Tax Refund to Buyer (including any interest actually received) within ten days after receipt thereof. Sellers shall pay Buyer interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due in accordance with the foregoing sentence. Sellers, on the Closing Date shall be for the account of the Equityholdersone hand, and Buyer on the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of other hand shall share equally in any Tax incurred Refunds with respect to Transfer Taxes. If any such Tax Refund is received by Purchaser, the Company or its Subsidiaries a party (or any of their Affiliates as a result of its Affiliates), the party receiving such refund, Tax Refund shall be paid forward 50% of any such Tax Refund to the Equityholders’ Representative other party (for distribution to including any interest actually received) within ten days after receipt thereof. The party receiving the Equityholders Tax Refund shall pay the other party interest at the rate prescribed under Section 6621(a)(1) of the Code, compounded daily, on any amount not paid when due in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundforegoing sentence.

Tax Refunds. Without duplication of any Any Tax refunds taken into account that are received (or, in the calculation case of a Straddle Period, that would have been received if the Straddle Period ended on the end of the Aggregate Purchase PriceClosing Date) by Buyer or any of its Affiliates (including, all refunds of Taxes of following the Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries Closing, for the taxable year ending on December 31avoidance of doubt, 2022 as filed the Acquired Companies), and any amounts credited against any Tax to which Buyer or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies) become entitled, that relate to any Pre-Closing Tax Period and are either (x) received or otherwise realized prior to the date hereofTax Claim Expiration Time, that are received by or (y) prior to the PurchaserTax Claim Expiration Time, the Company Sellers Representative makes a written request to Buyer with reasonable specificity regarding the basis for such Tax refund or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date Tax credit claim, in each case, shall be for the account of the EquityholdersSelling Securityholders, and Buyer shall pay over to the Selling Securityholders’ account as additional consideration payable under this Agreement, any such refund or the amount of any such credit (the amount of such refundsrefund or credit, the “Tax Refund Amount”) within fifteen (15) days after receipt or entitlement thereto, as follows: (i) to the Paying Agent (A) an amount equal to the product of (1) the Tax Refund Amount multiplied by (2) Aggregate Seller Ownership Percentage (for further distribution to each Company Stockholder an amount in cash equal to (x) such Company Stockholder’s Company Shares Pro Rata Fraction multiplied by (y) the aggregate amount paid to the Paying Agent pursuant to this clause (A)) and (B) an amount equal to the product of (1) the Tax Refund Amount multiplied by (2) the Aggregate Non-Employee Optionholder Percentage (for further distribution to each Non-Employee Optionholder an amount in cash equal to (x) such Non-Employee Optionholder’s Non- Employee Options Pro Rata Fraction multiplied by (y) the aggregate amount paid to the Paying Agent pursuant to this clause (B)) and (ii) to the applicable Acquired Company an amount equal to the product of (A) the Tax Refund Amount multiplied by (B) the Aggregate Employee Optionholder Percentage (for further distribution to each Employee Optionholder an amount in cash equal to (1) such Employee Optionholder’s Employee Options Pro Rata Fraction multiplied by (2) the aggregate amount paid to the applicable Acquired Company pursuant to this clause (ii), through the payroll processing system of the applicable Acquired Company in accordance with standard payroll practices net of applicable Tax withholding and deductions); provided, that (I) in no event shall the aggregate payment obligation under this Section 6.2(b) exceed the Tax Refund Amount and (II) as a condition to Buyer’s and Paying Agent’s obligation to make such distributions, the Sellers Representative shall first deliver to Buyer an Updated Allocation Schedule setting forth the portion of the Tax Refund Amount deliverable to each Company Stockholder and Optionholder; provided, further, that that the Selling Securityholders’ entitlement to such amounts shall be net of any Taxes actually incurred by Buyer or any of its Affiliates (including the Acquired Companies) to obtain such refund or credit and any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaserthat Buyer, the Company or its Subsidiaries Acquired Companies or any of their Affiliates as a result of receiving actually incur (or has incurred or will incur) to obtain such refund or credit. At the Sellers Representative’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, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoingamended Tax Return, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any other Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be Return required to repay obtain any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus available Tax refunds from any Taxes, penalties or interest arising from the disallowance or reduction of such refundPre-Closing Tax Period.

Tax Refunds. Without duplication of The Greenrose Entities shall be entitled to any refunds taken into account in of taxes paid by the calculation of the Aggregate Purchase Price, all refunds of Taxes of the Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the Greenrose Entities that relate to a taxable year period ending on December 31, 2022 as filed prior to or before the date hereof, Closing Date that are received by the PurchaserGreenrose Entities or NewCo on or after the Effective Date (“Pre-Closing Refunds”); provided, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date however, that (i) NewCo shall be for entitled to refunds of any Specified Tax Liabilities or Transfer Taxes paid by NewCo under this Agreement, (ii) if a Greenrose Entity receives any amount described in clause (i) it shall be treated as receiving such amount on behalf of NewCo in trust and (iii) the account total amount of Pre-Closing Refunds to which the Equityholders, and Greenrose Entities are entitled shall be reduced by the amount of any Specified Tax Liabilities or Transfer Taxes paid or reasonably expected to be payable by NewCo under this Agreement (and NewCo shall be entitled to such refundsPre-Closing Refunds instead); provided, net further, that (i) through (iii) only apply to the extent the Greenrose Entities receive (or would receive but for this provision) an actual payment with respect to such Pre-Closing Refunds. For the avoidance of doubt, any obligation of NewCo to make a payment of a Specified Tax Liability or a Transfer Tax under this Agreement shall be reduced by the amount of any Pre-Closing Refund to which the Greenrose Entities are entitled under this Agreement and have previously received (that has not previously been accounted for in reducing NewCo’s obligations hereunder) and the Greenrose Parties shall bear the remainder of the Specified Tax Liability or Transfer Tax, as applicable, to the extent of any Pre-Closing Refund received by the Greenrose Entities (that has not previously been accounted for in reducing NewCo’s obligations hereunder). The Parties shall cooperate to claim any Pre-Closing Refund to which any Greenrose Entity, on the one hand, or NewCo, on the other hand, is entitled under this Agreement, and each Party shall promptly notify the other Parties if it has received a Pre-Closing Refund. If any Greenrose Entity, on the one hand, or NewCo, on the other hand, receives a Pre-Closing Refund to which any other Party is entitled pursuant to this Section 1.4 it shall (and shall cause its respective affiliates and subsidiaries, as applicable, to) promptly pay to such Person the amount to which such Person is entitled, less any tax or other reasonable and documented out-of-pocket expenses incurred to obtain such refund and of any Tax costs incurred by Purchaser, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid first Person to the Equityholders’ Representative (for distribution extent directly related to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer portion of immediately available funds. Notwithstanding such Pre-Closing Refund to which the foregoingother Person is entitled; provided, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative that no Greenrose Entity shall be entitled to participate in any Tax Contest relating Pre-Closing Refunds that are payable to such refunds another person (other than a Greenrose Entity or NewCo pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess contract that is part of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundTransferred Collateral.

Tax Refunds. Without duplication of any refunds Except to the extent either reflected as an asset in the Closing Net Working Capital or taken into account in Indebtedness or to the calculation of extent payable to the Aggregate Purchase PriceStockholders (as defined in the 2016 Merger Agreement) or any other Person pursuant to the 2016 Merger Agreement, all refunds any refund of Taxes of paid by the Company and its Subsidiaries shown with respect to Pre-Closing Tax Periods (including any interest in respect thereof) that is received by or with respect to Buyer, the Company or any of its Subsidiaries after Closing (including, without limitation, any refund arising with respect to a Return set forth on Schedule 7.3 of the Disclosure Schedules) (each, a “Tax Returns Refund”) shall be property of Seller. Buyer shall, and shall cause the Company and its Affiliates to, use commercially reasonable efforts to cooperate with Seller to timely obtain all Tax Refunds. Buyer shall pay or cause to be paid to Seller the amount of such Tax Refund, net of any Taxes of the Company or its Subsidiaries for resulting from the taxable year ending on December 31receipt of such Tax Refund and less any reasonable costs, 2022 as filed prior to the date hereof, that are received fees and expenses incurred by the PurchaserBuyer, the Company or their Subsidiaries to obtain such Tax Refund, within fifteen (15) days after actual receipt thereof. Absent the consent of Seller to the contrary, Buyer shall seek any Tax Refund in the form of a Subsidiary refund of Taxes (rather than a credit against future Taxes) to the maximum extent permitted by applicable Law (as determined on at least more-likely-than-not basis). Notwithstanding anything to the contrary herein, in the event that any amount paid pursuant to this Section 7.3 is subsequently determined by any Governmental Authority, in a final determination, to be less than the amount paid to Seller pursuant to this Section 7.3, Seller shall promptly return any disallowed amount (plus any interest or penalties in respect of such disallowed amount owed to any Governmental Authority) to Buyer. Notwithstanding the foregoing, nothing in this Section 7.3 shall require that Buyer, the Company or any of its Subsidiaries make any payment with respect to any Tax Refund (and such refund shall be for the benefit of Buyer) that (i) is the result of the carrying back of any net operating loss or other Tax attribute or Tax credit generated in a taxable period beginning after the Closing Date or (ii) gives rise to a payment obligation by Buyer, the Company or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account to any Person (other than Seller) under applicable Law or pursuant to a provision of the Equityholders, and the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred a Contract or other agreement entered into by Purchaser, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid prior to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundClosing Date.

Tax Refunds. Without duplication of any Any Tax refunds taken into account in the calculation of the Aggregate Purchase Price, all refunds of Taxes of the Company and its Subsidiaries shown on the Tax Returns of the or any Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, Subsidiary that are received by Parent or the PurchaserSurviving Company and any amounts credited against any Tax of Parent or the Surviving Company, to which Parent or the Surviving Company becomes entitled that relate to a Pre-Closing Tax Period of the Company (excluding the carryback of net-operating losses from a taxable period (or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on portion thereof) ending after the Closing Date to a Pre-Closing Tax Period and any Tax refunds or credits reflected as an asset in the Final Statement), shall be for the account of the Equityholders, and the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaser, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders Holders in accordance with their respective Percentage SharesPro-Rata Portions. Parent shall, at its option, (A) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoingpromptly pay, any payment or cause to be made paid, over to the Stockholder Agent (for the account of the Company Holders) any such refunds or amounts of any such credit, net of related fees or expenses incurred by Parent or the Surviving Company in obtaining such refund or credit (with such refunds or amounts to be promptly deposited in the Stockholder Agent Fund) or (B) deposit such amounts in an Optionholder escrow account, which shall (X) be maintained pursuant to terms and conditions substantially similar to those set forth in the Indemnification Escrow Agreement (but the parties shall use reasonable best efforts to minimize any fees with respect thereto), (Y) provide Parent with a source of funds for satisfaction of any unpaid claims arising under Section 7.2(a)(ix) and (Z) be released to the Company Holders pursuant to the procedures set forth in Section 7.3(c), provided, that the “Release Date” for purposes of this Section 6.11(iclause (Z) shall not be distributed the date that is thirty (30) days after the statute of limitations with respect to such Tax refund or credit expires. To the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding extent any such proposed disallowance Tax refund or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are credit is subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”)reduced, Parent shall be permitted to recoup such amount, together with any such disallowed amount or reduction, including any Taxesinterest, penalties or interest arising charges imposed thereon by an applicable Tax Authority, from the disallowance or reduction of such refund in excess of Company Holders only after the Claw-back Thresholdescrow account, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) thatif applicable, described in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundimmediately preceding sentence has been fully depleted.

Tax Refunds. Without duplication If after the Closing Date Purchaser, or any Acquired Subsidiary or an affiliate of Purchaser receives any refunds taken into account in the calculation of the Aggregate Purchase Price, all refunds refund of Taxes for which Seller has indemnified under this Agreement or would have received a refund but for such refund being used as a credit or other offset against Taxes not indemnified by Seller under this Agreement (each, a “deemed refund”), Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate shall promptly notify Seller of receipt of such refund and shall promptly thereafter transfer the Company and its Subsidiaries shown funds from that refund or deemed refund to Seller or an affiliate designated by Seller provided that if any Tax is imposed on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31such refund or deemed refund, 2022 as filed prior to the date hereof, that are received by the Purchaser, the Company or a applicable Acquired Subsidiary or Purchaser affiliate is hereby authorized to withhold any such Tax and such Tax shall reduce the amount otherwise transferable to Seller or its affiliate. The amount of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date any such Tax withheld shall be treated as transferred to Seller or its affiliate at the time it is withheld and remitted to the appropriate Governmental Authority. If there is a possibility that such a withholding Tax is payable, the Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate may in its reasonable discretion withhold such amounts in accordance with this Section 9.2(i). If the Seller or its affiliate wishes to apply for the account of the Equityholders, and the amount of such refunds, net a refund of any reasonable such Tax, the Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate shall reasonably cooperate with the Seller or its affiliate in making such claim, so long as the Seller or its affiliate agrees to reimburse the Purchaser, the applicable Acquired Subsidiary or Purchaser affiliate for any out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by incurred. The Purchaser, the Company applicable Acquired Subsidiary or Purchaser affiliate shall give the Seller or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written affiliate notice of any proposed disallowance or reduction of a refund previously paid such Tax to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundwithheld.

Tax Refunds. Without duplication The Equityholders will be entitled to all refunds, credits for overpayment of Taxes or reductions of Tax of any refunds taken into account in Group Company for any Pre-Closing Tax Period and, with respect to a Straddle Period, to the calculation of extent attributable to the Aggregate Purchase PriceTaxes for the Straddle Period allocated to the Equityholders pursuant to Section 5.2(a)(ii)) relating to any Group Company. If Purchaser, all refunds any Group Company or any Affiliate thereof receives any refund, credit for overpayment of Taxes of or benefit from any reduction in Tax to which the Equityholders are entitled pursuant to this Section 5.2(c), Purchaser, a Group Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31or any Affiliate thereof, 2022 as filed prior applicable, will promptly pay to the date hereofShareholder Representative for distribution to the Equityholders the entire amount of such refund (including interest received from a Taxing Authority thereon), that are received by the Purchasercredit or reduction in Tax, the Company or a Subsidiary or any net of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and the amount of such refunds, net of any reasonable Taxes and out-of-pocket expenses incurred that Purchaser, any Group Company or any Affiliate thereof incurs with respect to obtain such refund, credit or reduction in Taxes. The net amount due to the Shareholder Representative shall be payable within ten (10) Business Days after receipt of the refund and from the applicable Taxing Authority (or, if the refund is in the form of a direct credit, within ten (10) Business Days after filing the Tax Return claiming such credit). In the event that any Tax incurred refund or credit is subsequently determined by any Taxing Authority to be less than the amount paid by Purchaser, the any Group Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Shareholder Representative pursuant to this Section 5.2(c), the Shareholder Representative shall promptly return any such disallowed amount (for distribution plus any interest or penalties in respect of such disallowed amount owed to the Equityholders in accordance with their respective Percentage Sharesany Taxing Authority) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available fundsto Purchaser. Notwithstanding the foregoing, (i) Purchaser agrees not to carry back any net operating loss or other Tax attribute or Tax credit incurred in a taxable period (or portion thereof) beginning after the Closing Date to any Pre-Closing Tax Period of a Group Company until Shareholder Representative has filed all amended Tax Returns or claims for refund that it desires to file with respect to such Pre-Closing Tax Periods and (ii) nothing in this Section 5.2(c) shall require that Purchaser, any Group Company or any of their Affiliates make any payment with respect to any Tax refund (and such refund shall be for the benefit of Purchaser) that is with respect to (A) 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 taxable period (or portion thereof) beginning after the Closing Date, (B) any refund resulting from the payment of Taxes made to an Optionholder under this Section 6.11(i) shall not be distributed on or after the Closing Date to the Equityholders’ Representative extent the Equityholders are not required to and instead shall be paid have not indemnified Purchaser or the Group Companies for such Taxes or (C) any refund that gives rise to a payment obligation by the Group Companies to any Person other than a Group Company, Purchaser or any of their Affiliates under applicable Law or pursuant to a provision of a Contract or other agreement entered (or assumed) by the Group Companies on or prior to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available fundsClosing Date. Purchaser shall promptly provide agrees that the Equityholders’ Representative with written notice payments of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders Tax refunds required pursuant to this Section 6.11(i5.2(c) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall not be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Transaction Payroll Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refund.

Tax Refunds. Without duplication of any refunds taken into account in (a) Prior to the calculation full release of the Aggregate Purchase PriceEscrow Amount to the Securityholders’ Representative pursuant to Section 11.11 and the Escrow Agreement, all refunds of Taxes of the Company and its Subsidiaries shown on or any Company Subsidiary for any Pre-Closing Tax Period (whether in the Tax Returns form of cash received or a credit or other offset against Taxes otherwise payable) to the extent not included in the Closing Working Capital shall be property of the Company Securityholders. To the extent that the Parent, the Surviving Corporation, or any Company Subsidiary receives a refund that is the property of the Company Securityholders, the Parent shall pay the amount of such refund (and its Subsidiaries interest received from the Tax Authority) as provided in Section 12.7. The amount due for any Tax refund shall be payable ten (10) days after receipt of the refund from the applicable Tax Authority (or, if the refund is in the form of a credit or offset, ten (10) days after the due date of the Tax Return claiming such credit or offset). Subject to the applicable limitations in Article XI, to the extent that a Tax refund that gives rise to a payment under this Section 12.5 is lost, reduced, or disallowed, the Indemnifying Persons shall indemnify the Parent Indemnified Person for the taxable year ending on December 31amount of Taxes that the Company or any Company Subsidiary incurs as a result of such loss, 2022 as filed prior reduction, or disallowance. Notwithstanding anything in this Agreement to the date hereofcontrary, that are received by the Purchaserthis Section 12.5 shall not be construed to require Parent, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and the amount of such refunds, net of to make available any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaserinformation that Parent, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders reasonably determines in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation good faith is confidential or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation privileged (including copies of communications from a Governmental Authority) regarding any such proposed disallowance without limitation, Tax Returns or reduction. The Equityholders’ Representative shall be entitled to participate in any related work papers (other than Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess Returns and related work papers of the ClawCompany or any Company Subsidiary for any Pre-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundClosing Tax Period)).

Tax Refunds. Without duplication of To the extent the IRS has not approved the Tax Agent, (i) on or before September 30, 2001, Ocelot shall file IRS Form 1139, Corporation Application for Tentative Refund, to carry-back the approximately $8.4 million year 2000 product liability losses to the tax year ended January 2, 1994 and, if necessary, to any refunds taken into account in subsequent tax year; (ii) on or before the calculation extended due date for filing the year 2001 Ocelot consolidated federal income Tax Return, the Corporations will prepare and Ocelot shall file IRS Form 1139, Corporation Application for Tentative Refund, to carry-back any Tax attribute of the Aggregate Purchase Price, all refunds of Taxes of Corporations to the Company earliest tax year possible; (iii) Ocelot shall allow Purchaser and its Subsidiaries shown on counsel to review such Form 1139 prepared by Ocelot in advance of filing with the IRS and shall not file such Form 1139s without the prior written consent of Purchaser, which will not be unreasonably withheld; (iv) Ocelot shall respond to any IRS inquiries relating to such Form 1139s, amended Tax Returns of the Company and its Subsidiaries for the taxable year ending refund claims on December 31, 2022 a timely basis so as filed prior not to the date hereof, that are received by the Purchaser, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and delay receipt of any Tax incurred by Purchaser, the Company or refunds and allow Purchaser and its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled counsel to participate in any discussions with the IRS related thereto; and (v) Ocelot shall provide Purchaser at the Closing with a properly prepared and signed IRS Form 2848, Power of Attorney and Declaration of Representative, granting Purchaser's representatives authority to represent Ocelot, at Purchaser's expense, in Tax Contest matters relating to such Form 1139s, amended Tax Returns and Tax refund claims resulting from carryback of any Tax attribute of the Corporations, which Power of Attorney and Declaration of Representative shall not be revoked by Ocelot or Shareholders. After Closing, any expenses attributable to preparing such Form 1139s and amended Tax Returns or attaining such Tax refunds pursuant to Section 6.11(f)(ii)shall be borne by the Corporations and the Purchaser. Notwithstanding anything herein Prior to the contraryClosing, Ocelot and the Corporations will use any Tax refund or reduction in Tax liability from the utilization of any Tax attribute of any of the Corporations, other than a reduction in Tax liability of any of the Corporations, to pay off outstanding balances under the extent Credit Facility when such refund amounts is received or such reduction in Tax liability is realized by the Ocelot affiliated group. After the Closing, Ocelot or its successors will immediately pay to Purchaser any Tax refund received which results from a utilization of any Tax attribute of any of the Corporations by carryback or inclusion in the aggregate are subsequently disallowed applicable Ocelot consolidated (or reduced combined) Tax Return, whether prepared and filed by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”)Tax Agent or Ocelot, any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of when such refund in excess is received. Upon request by Purchaser from time to time, Ocelot or its successors shall provide Purchaser or its representatives access to all Tax returns and related books and records of the Claw-back Threshold, shall be promptly repaid Ocelot to enable Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance to confirm compliance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided respect to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundforegoing Tax matters.

Tax Refunds. Without duplication The amount of any refunds taken into account in of Taxes (including, for the calculation avoidance of doubt, any refunds of Excise Taxes and Blenders Tax Credits) of the Aggregate Purchase Price, all Company and any Company Subsidiary for any Pre-Closing Tax Period shall be for the account of Xxxxxxxx HoldCo. The amount of any refunds of Taxes of the Company and its Subsidiaries shown on the any Company Subsidiary for any Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, that are received by the Purchaser, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on period beginning after the Closing Date shall be for the account of the Equityholders, and the New Parent. The amount of such refundsany refund of Taxes (including, net for the avoidance of doubt, any reasonable out-of-pocket expenses incurred to obtain such refund refunds of Excise Taxes and Blenders Tax Credits) of any Tax incurred by Purchaser, the Company or its Subsidiaries or and any of their Affiliates as a result of receiving such refund, Company Subsidiary for any Straddle Period shall be paid to the Equityholders’ Representative (for distribution to the Equityholders equitably apportioned between New Parent and Xxxxxxxx HoldCo in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available fundsthe principles set forth in Section 6.3(i). Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) Xxxxxxxx HoldCo shall not be distributed entitled to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer any refund of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders Taxes pursuant to this Section 6.11(i6.3(j) (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 will provide reasonable supporting documentation shall cause its Affiliates to forward, to the Party entitled to receive a refund of Tax pursuant to this Section 6.3(j) the amount of such refund within 30 days after such refund is received, net of any third-party costs or expenses (including copies Taxes) incurred by such Party or its Affiliates in procuring such refund; provided, that, notwithstanding anything in this Agreement to the contrary, in the event that any refund of communications from Taxes is subsequently determined by any Governmental Authority to be less than the amount paid to such Party pursuant to this Section 6.3(j), such Party shall promptly return any such disallowed amounts (plus any interest in respect of such disallowed amount owed to a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundpayor Party.

Tax Refunds. Without duplication Any Tax refunds that are received by the Buyer or the Company to which the Buyer or the Company or a Subsidiary becomes entitled that relate to Tax liability of the Company or its Subsidiaries for either (i) a Pre-Closing Tax Period (including those attributable to the Transaction Tax Deductions) or (ii) Straddle Periods of the Company or a Subsidiary to the extent such refunds relate to the pre-Closing portion of the Straddle Period, will be for the sole account of the Stockholders and Optionholders, except to the extent such refund resulted from the carryback of any net operating loss or other tax attribute generated in a Post-Closing Tax Period; provided, however, that the Stockholders and Optionholders shall not be entitled to any Tax refunds taken (x) after the Expiration Date or such other time at which Buyer becomes no longer entitled to indemnification in respect of such Taxes under Article X (taking into account the limitations set forth therein) or (y) in respect of any amounts that were included in the calculation of the Aggregate Purchase PriceAdjusted Merger Consideration. The Buyer will pay, all or cause to be paid, over to the Representative (on behalf of the Stockholders and Optionholders) any such refunds to which the Stockholders and Optionholders are entitled pursuant to this Section 6.08(k) within ten (10) days after receipt or entitlement thereto. Buyer will, (A) upon the written request of Taxes the Representative and at the expense of the Representative (on behalf of the Stockholders and Optionholders), file Tax Returns, including amended Tax Returns to obtain any such refunds, (B) take commercially reasonable action requested in writing by the Representative to obtain any such refunds, and (C) elect, and cause the Company and its Subsidiaries shown on the to elect, to receive a Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, that are received by the Purchaser, the Company or refund rather than a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaser, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders credit in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction lieu of a Tax refund previously paid with respect to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any all Pre-Closing Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, Periods to the extent such election is available under applicable Law. For the avoidance of doubt, this Section 6.08 does not entitle the Stockholders or the Optionholders to any Tax refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising realized from the disallowance carryforward of net operating losses, credits or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided other tax items existing prior to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required Closing to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundPost-Closing Tax Period.

Tax Refunds. Without duplication If the Administrative Agent or Lender determines, in its sole discretion, that it has received a refund of any refunds taken into account Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.7, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.7 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the calculation event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Each of the Aggregate Purchase PriceAdministrative Agent, all refunds of Taxes of the Company Issuing Banks and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior Lenders agrees to the date hereof, that are received cooperate with any reasonable request made by the Purchaser, Borrower in respect of a claim of a refund in respect of any Taxes paid by the Company Borrower or a Subsidiary by such Lender for or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and Borrower if (i) the amount Borrower has agreed in writing to pay all of the Administrative Agent’s or the Issuing Banks’ or such refunds, net of any Lender’s reasonable out-of-pocket costs and expenses incurred relating to obtain such refund and of any Tax incurred by Purchaserclaim, (ii) the Company Administrative Agent or such Issuing Bank or such Lender determines, in its Subsidiaries good faith judgment, that it would not be disadvantaged, unduly burdened or any of their Affiliates prejudiced as a result of receiving such refundclaim, shall and (iii) the Borrower furnishes, upon request of the Administrative Agent, such Issuing Bank or such Lender, an opinion of tax counsel (such opinion, which can be paid reasoned, and such counsel to be reasonably acceptable to the Equityholders’ Representative (for distribution Administrative Agent, such Issuing Bank or such Lender) that the Borrower is likely to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available fundsreceive a refund or credit. Notwithstanding the foregoing, any payment to be made to an Optionholder under this This Section 6.11(i) shall not be distributed construed to the Equityholders’ Representative and instead shall be paid require any Lender to the Optionholder by the Surviving Corporation make available its Tax returns (or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest other information relating to such refunds pursuant its Taxes which it deems confidential) to Section 6.11(f)(ii). Notwithstanding anything herein to either the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed Borrower or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refundother Person.

Tax Refunds. Without duplication The Stockholders and Optionholders will be entitled to receive from the Purchaser, Surviving Corporation or their Subsidiaries all Pre-Closing Tax Refunds, including any interest paid thereon by a Governmental Body, to the extent such Pre-Closing Tax Refunds were not otherwise included in the computation of any refunds Final Closing Merger Consideration paid to the Stockholders and Optionholders pursuant to Section 2.03 or otherwise taken into account in the calculation of the Aggregate Purchase Pricehereunder; provided, all refunds of Taxes of the Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereofhowever, that are received by the Purchaser, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Pre-Closing Date Tax Refunds shall be for the account of Purchaser to the Equityholdersextent attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, and the amount deduction or credit, or other Tax items, of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaser, the Company or any of its Subsidiaries (or any of their Affiliates as a result respective Affiliates, including the Purchaser). Promptly upon receipt of receiving any such refundPre-Closing Tax Refunds, shall be paid to the Equityholders’ Representative and in no event later than ten (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (1510) Business Days after receipt thereof by the Purchaser, the Surviving Corporation or any of their Subsidiaries, the Purchaser will, and will cause the Surviving Corporation and/or its Subsidiaries to, deliver and pay over to the Stockholders and Optionholders, by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed amount equal to the Equityholders’ Representative and instead shall be amount of such Pre-Closing Tax Refunds, including any interest thereon that was paid to by a Governmental Body. Upon a request from the Optionholder by Representative, the Purchaser will, as soon as is reasonably practicable, cause the Surviving Corporation or its Subsidiaries through payroll (if applicable) to file an amended Tax Return or by wire transfer of immediately available funds. Purchaser shall promptly provide application for Tax refund with respect to any Pre-Closing Tax Period in order to obtain a Pre-Closing Tax Refund that the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid Stockholders and Optionholders are entitled to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) 11.06, and the Purchaser, the Surviving Corporation and their Subsidiaries will execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Purchaser, the Surviving Corporation and their Subsidiaries to perfect their rights in and obtain the Pre-Closing Tax Refunds contemplated by this Section 11.06. In addition, the Purchaser will use reasonable best efforts to cause the Surviving Corporation to prepare and file IRS Form 4466 in respect of the Company’s tax year ending on the Closing Date no later than thirty 30 days after the Closing Date and to file IRS Form 1139 for any eligible carryback periods of the Company and the Company Subsidiaries no later than 30 days after filing the Company’s income Tax Return for the tax period ending on the Closing Date. The Purchaser will provide reasonable supporting documentation the Representative the right to review and comment on such Form 4466 and 1139 no later than five (including copies of communications from a Governmental Authority5) regarding any Business Days prior to the filing date for such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii)forms. Notwithstanding anything herein the foregoing, nothing set forth in this Agreement shall require the Purchaser or the Surviving Corporation to the contrary, claim a deduction with respect to any Transaction Tax Deduction to the extent such refund amounts in deduction is not properly deductible for Income Tax purposes. Any refunds received as a result of the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction claiming of such refund in excess of the Clawdeductions that are Pre-back Threshold, Closing Tax Refunds shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis paid in accordance with each Equityholder’s Indemnification Percentage after written notification (including any reasonable supporting documentation not already provided to the Equityholders’ Representative) of such disallowance or reduction by Purchaser; provided that no Equityholder shall be required to repay any amounts to Purchaser under this Section 6.11(i) that, in the aggregate, exceed amounts previously paid to such Equityholder pursuant to this Section 6.11(i) plus any Taxes, penalties or interest arising from the disallowance or reduction of such refund11.06.