Post-Cutoff Period means any taxable period or portion thereof beginning after the Acquired Balance Sheet Date. If a taxable period begins on or prior to the Acquired Balance Sheet Date and ends after the Acquired Balance Sheet Date, then the portion of the taxable period that begins on the day following the Acquired Balance Sheet Date shall constitute a Post-Cutoff Period. "Pre-Cutoff Period" means any taxable period or portion thereof that is not a Post-Cutoff Period.
With respect to any Tax imposed on or attributable to any Group Member for any applicable Pre-Cutoff Period, Quanex may make an Adjustment Request with respect to such Tax, including carrying back a Carryback Item of any Quanex Group Member arising in a Post-Cutoff Period to any Pre-Cutoff Period.
Notwithstanding Section 4.5(a), if any Spinco Group Member is required by applicable Tax Law to carry back a Carryback Item arising in a Post-Cutoff Period to a Pre-Cutoff Period, the Companies agree that any Carryback Item of any Quanex Group Member that may be carried back to the same Pre-Cutoff Period shall be deemed to be used before any Carryback Item of any Spinco Group Member.
Unless each of the other Parties consents (which consent shall not be unreasonably withheld or delayed), (i) no Adjustment Request with respect to any Combined Tax for a Pre-Closing Period shall be filed (unless such Adjustment Request will not increase the Tax liability of the Company Group for a Post-Cutoff Period), and (ii) any available elections to waive the right to claim in any Pre-Closing Period with respect to any Combined Tax of the WM Inc.
If any Quanex Group Member receives a refund or realizes a Tax Benefit as a result of a Carryback Item of any Spinco Group Member arising in a Post-Cutoff Period being carried back to a Pre-Cutoff Period, Quanex shall make a payment to the Surviving Entity in an amount equal to such refund or the realized Tax Benefit within 30 days following either the receipt of such refund or the filing of the Tax Return reflecting the realization of such Tax Benefit.